Non-executive director recruitment, AGM Roundup 3, & happy holidays!

AGM Roundup

Just Share has attended, and asked questions at, the following virtual annual general meetings (AGMs) since 15 November 2021 (and since our AGM Roundup 2):

  1. Sasol Limited, 19 November
  2. Woolworths Holdings Limited, 24 November
  3. FirstRand Limited, 1 December

At these AGMs, we asked a total of 13 questions relating to inequality (wage gaps and income inequality), diversity and transformation, climate change, and related governance issues. See the full transcript of our questions and the companies’ responses.

Sasol Limited

At its 22 September “Capital Markets Day”, Sasol had disclosed its climate change strategy and emission reduction roadmaps. It had asked shareholders to endorse, on a non-binding, advisory basis, its climate change ambition, strategy and actions as set out in its Climate Change Report 2021 (CCR 2021).

Just Share analysed Sasol’s commitments and strategy from the perspective of whether or not these provide the necessary detail and adequate accountability mechanisms to convince shareholders that the company has a feasible, measurable plan to achieve its 2030 emission reduction targets. Just Share recommended that shareholders not endorse Sasol’s plans at the AGM, given the concerning lack of detail in the CCR 2021 about several crucial elements of Sasol’s ambitions and actions, which makes it extremely difficult to assess their feasibility and credibility.

Although Sasol received overwhelming support for its climate plans at the AGM, it was clear from the questions and comments from a wide variety of shareholders that there is widespread concern about Sasol’s climate and environmental impacts, and the feasibility and affordability of its 2030 and 2050 plans.

Just Share will be carefully monitoring Sasol’s commitments in its emission reduction roadmaps and continuing to evaluate its climate lobbying and the actions of the Energy Council of South Africa.

Woolworths Holdings Limited

On 30 September, Woolworths became the first JSE-listed company to disclose the salaries of its lowest earners. In its 2021 Integrated Annual Report, Woolworths announced that it will “invest” R120 million over the next three years, to increase its hourly base pay, from R33,40 to R41,25. South Africa’s current minimum wage is R21.69.

In the AGM, we acknowledged this and praised the company for its transparency regarding hourly employee base pay. Given the criticism on wage gap disclosure provisions proposed by the Companies Amendment Bill from some sectors of the business community – most notably Business Leadership South Africa (of which Woolworths is a member) – we asked Woolworths whether there have been any negative – or positive – consequences as a result of its wage gap transparency.

In response, we were told that Woolworths is not aware of any criticism from the business community, and that the company believes that this is the “right thing to do”.  CEO Roy Bagattini stated that the “Woolies Wage” is what the company aspires to for its people, to ensure that they “are able to secure the appropriate standard of living.”

FirstRand Limited

An analysis of the 2021 integrated annual report showed a notable decrease in female representation on FirstRand’s board, from 31% in 2020 to 23% in 2021.  FirstRand explained that a number of female directors had to step down after serving their maximum nine year terms.

At the AGM, Just Share asked whether the board intends to adopt race and gender diversity targets as required by the JSE’s Listing Requirements. FirstRand responded that it will not be setting any specific targets, but that it remains committed to addressing gender diversity.

Of course a lack of targets makes it difficult to assess this claimed commitment.

Key commitments made in response to Just Share questions:

  • Fleetwood Grobler, CEO, Sasol Limited, in relation to membership of the newly-launched Energy Council, of which he is the chairman: “we will, as the … Council gets traction, employ its permanent workforce to pursue the goals that will be further developed with respect to membership, and you would see definitely a much more representative Council towards the end goal that we have set as a target.”
  • Priscillah Mabelane, Executive Vice-President: Energy, Sasol Limited:
    • in relation to Sasol’s failure to disclose methane emissions and/or set methane emission reduction targets: “we now are looking at doing a baseline assessment of our methane impact for all our end-to-end operations and we intend that, by at the end of the financial year 2022, that baseline will be finalised and we will have clarity on what the target will look like going forward”; and
    • in relation to Sasol’s plans to secure sufficient quantities of affordable gas: “we’ll be able to, as we announce our financial results for FY 2023, … give a comprehensive update on where we are”.
  • Roger Jardine, independent non-executive chairman, FirstRand Limited, in relation to setting board and gender diversity targets: committed to increasing skills, gender and race representation at the board level, in the upcoming period.


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Happy holidays

Just Share will be closed until 10 January 2022. We wish you all a peaceful and happy festive season!

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