Donna Block and Mungo Soggot
One of South Africa’s top black businessmen, Dikgang Moseneke, this week conceded that New Africa Investments Limited (Nail) had made an error of judgment over the handling of its controversial R136-million share option windfall for him and three other top executives.
Moseneke, MD of South Africa’s flagship black empowerment group, said he had learned a “salutary lesson” from the outcry among Nail shareholders that followed disclosure in the Financial Mail that he and three fellow directors were in line for a R34-million incentive bonus each.
“Judgment is something that eludes people … anybody … from time to time. But we’ve restored this and we should be able to try and move on and rise from the ashes.”
Moseneke denied reports that he had said the outcry had been motivated by racism, saying he was “not one of those guys who takes refuge in rubbish like racism”.
Nail’s directors were forced to back down from presenting the multimillion-bonus plan to shareholders at Nail’s annual general meeting this week after local and foreign fund managers threatened to ditch the stock.
Remuneration consultants lambasted the proposed Nail deal, pointing out it was particularly difficult to justify considering the company’s recent poor performance on the stock exchange. They said that although many other South African executives bagged similarly lucrative option deals, they were rarely detected. One analyst said many companies hid such deals more successfully, describing Nail’s efforts at sneaking the proposal past shareholders as being “hamfisted”.
The controversy boiled down to about R136-million worth of share options that were declared as one of Nail’s assets in the company’s 1997 annual report. After making that disclosure, the company quietly prepared to transfer the share options to the four executives – Moseneke, Jonty Sandler, Zwelakhe Sisulu and Nthato Motlana. It could have been a fait accompli had news of the deal not been leaked, giving investors and public opinion time to torpedo it before this week’s shareholders’ meeting.
At the meeting, Motlana was tight-lipped about the withdrawal of the option deal and other controversial proposals, to the irritation of some minority shareholders.
Share options are an increasingly popular way of rewarding top executives – particularly in the United States, where there is growing alarm about increasingly massive handouts.
Executives are awarded an option to buy company shares at a specific discount price for a specific amount of time. Normally they exercise this right and sell their shares in a back-to- back transaction, pocketing the difference between the market price and the discounted option price at which they bought their shares. All of which means the shareholders effectively subsidise the executives’ pay.
The Nail deal incurred so much outrage as shareholders were, at best, kept in the dark for a long time about how they were going to be deprived of R136-million. It is arguable that they were actually victims of misrepresentation as the 1997 annual report presented the options, which stemmed from Nail’s investment in a merchant bank, as part of the Nail’s assets. The company could have signalled in the annual report that the options were earmarked for the directors pending approval by shareholders.
Moseneke, also chair of Telkom, said he had not been with the company when the share options had been earmarked. “There could have been fuller disclosure and I wasn’t at the time MD. Once I took the helm, I made sure they went through every step that was legally necessary and the outcome of that was this debate in public.”
Moseneke said that Nail could have done what other South African companies have done and not disclosed the share options at all. “In this case, we could have taken the options and not set them out in the financials [annual report]. It would not have appeared … there would have been no way [of tracing them]. But we have disclosed quite a bit that allowed shareholder activism, which I support by the way.”
The Mail & Guardian understands that a remuneration consultant who vetted Nail’s salary packages gave the share option scheme the thumbs down. Moseneke said he had no knowledge of this and that he himself had never had any contact with such a consultant.
Mark Olivier, CEO of Sibson & Co, said that “in terms of the value of the share options, the level of the executives, and the performance of the company it was out of line”. He said that if companies were going to exceed market norms by a long way, it would have to be justified in terms of performance.
One New York-based Africa-watcher said “there was a time when it [Nail] could have gotten away with it. There has generally been an apathetic atmosphere, but performance is now an issue and if they had been performing well, nobody would have noticed.”
The outcry over the share option plan has put the spotlight on some of the weaknesses of South Africa’s empowerment boom, fuelling concerns that the boom is in some instances merely enriching an elite clique of super-rich black businessmen.
It has also highlighted the lack of transparency where disclosure of executive remuneration is concerned – particularly among the established giants. South African executives are not obliged to tell their shareholders anything about their pay packages. In the US companies are forced to disclose all package details, and in the United Kingdom companies have to disclose the packages of their top two executives. In practice, they are increasingly disclosing much more -much to the chagrin of South African companies which have chosen to list on the London Stock Exchange.
PE Corporate Services CEO Martin Westcott said a survey by his organisation showed about 8% of South African companies gave a breakdown of their executive packages. Westcott said that, in his experience, typical annual values of share awards in South Africa ranged between R100 000 and R1-million. He declined to comment on the Nail deal itself.
Westcott said there was mounting pressure on South African companies to disclose pay packages as in the US and UK, particularly because of the massive gap between worker and executive pay. He said the ratio between top executive pay and worker pay ranged between 30 to one and 50 to one in South Africa – less than in the US where the ratio was between 100 to one and 200 to one, but more than in African and Pacific Rim countries.
One US-based equity analyst said the Nail proposal had fuelled disdain among those trading in South African stocks, saying they were just recovering from talk that outgoing Liberty Life boss Donny Gordon had cashed in so many share options on his retirement that the company’s stock price had sustained a material drop. “Taken on the back of Gordon’s leaving package, it shows that South African companies have little or no commitment to treat their shareholders fairly. It makes them look really bad.”