Bank directors had to expose their dirty washing for public scrutiny this week and they were far from pleased, reports Jacques Magliolo
This week’s historic meeting to hear publicly South Africa’s top four banks’ bid for the R10-billion contract to administer the Gauteng council’s financial affairs will be remembered as the catalyst which set in motion irreversible change in corporate South Africa.
“It was amusing to see company directors grovelling before the council,” says a banking analyst. “However, on a more serious note it was obvious that the directors were not pleased to hang out their dirty washing for all to see.
For the first time in their lives these directors could not delegate responsibility to an official. The multi- billion rand contract was too important to simply send anyone,” says the analyst.
Nedbank, First National Bank, Absa and Standard Bank delegations stood before the council and, despite apparent reluctance to do so, outlined proposals and answered questions in a desperate bid to win the contract.
What was not so obvious to everyone at the meeting was that this could be a strategic move by the council and the Johannesburg Stock Exchange to smooth the way for this year’s expected implementation of the King Report and the JSE’s initiatives to force companies to become more transparent.
While analysts were reluctant to discuss issues relating to the JSE or the council some did admit that they felt uncomfortable about Gauteng Premier Tokyo Sexwale’s visit, especially as it was behind closed doors.
“Sexwale visits the trading floor on Friday after discussions with JSE president Roy Andersen on the future of the exchange and on Monday you have bank officials being grilled before politicians,” says an analyst. “It’s most unusual!”
The host of proposals made by the JSE on increasing transparency and liquidity includes alterations to shareholder and company structures, the role of sponsoring brokers in transactions and ways to strengthen company disclosure.
According to proposed disclosure laws, companies will be obliged to announce any information shareholders need about the financial position of a company and which could affect a company’s share price. This will include information on possible takeovers, new contracts and even the discovery of new mineral resources.
It is this last issue which market experts say is being resisted by companies and they believe that this week’s meeting effectively stops all opposition. Simply, if you don’t appear at the open tender, you lose out.
The banks tendered their proposals towards the end of last year and this meeting was the last step before the council makes a decision next week. The proposals were aimed at exposing the banks’ attitudes towards community involvement, and was based on a 50 percent pricing structure, 20 percent capacity to handle the account and the remainder had to outline the organisation’s philosophies relating to the reconstruction and development programme.
The presentations went well for all parties. And they were even willing to allow the council auditors to run a check on their affairs, “provided that all parties were subject to the same scrutiny,” says a banking expert, who was surprised that the meeting actually took place.
However, if the JSE and the Gauteng council did co-op to stop companies from opposing proposed changes which would make company activities more transparent, they may have unknowingly created a monster.
If a greater shareholder spread is established through a break-up of pyramids and new shareholder structures, it is possible that companies and individuals will start hostile bidding wars.
The multitude of cross shareholdings in South Africa, together with greater transparency, could mean that competitors will invariably be able to obtain more information about companies. This would place them in a strong position to make an offer to minority shareholders which would be attractive – that is higher than the ruling share price.
Listings GM Richard Connellan told me last year: “In terms of directors’ fiduciary duties to shareholders, they will have to do what is in the best interest of shareholders.”
While this may not mean that a counter-offer has to be accepted by a company, it would certainly have to be considered if the public controlled more than a quarter of the shares.
“Not only will this type of previously unheard of practice catch on like wild fire in other regions, but we’ll be able to see all government contracts, projects, service and consultative work being tendered in public,” he says.
About time too.
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