When assessing the conduct of a company director, three key areas are relevant, namely the: acceptable standards of conduct of a director, his/her fiduciary duties and the risk of being classified as a delinquent director. Standards of director conduct The Companies Act of 2008 as amended (the “Act”) defines the standards of conduct of a […]
The directors serving on the boards of a number of listed issuers have nominated alternate directors to serve in their stead when they are unable to attend. The articles of association of issuers under the 1973 Companies Act usually permitted a director to appoint his or her alternate with the approval of the board of […]
Turning 79 this year, and serving as a director on the board of Pick n Pay since 1976, Hugh Herman in our view has overstayed his welcome by at least 25 years. It beggars belief that the Pick n Pay board can still consider Hugh to be independent, and even elect him as a lead […]
Ever wondered why a board opts to buy back the company’s shares? This is almost always the subject of a shareholders’ resolution at each AGM of an issuer. Common sense dictates that boards resolve to pursue a share buy-back arrangement under the following circumstances: A discount exists between the current market price and the embedded […]
Interesting research ….. This paper asks whether dissent votes in uncontested director elections have consequences for directors. We show that, contrary to popular belief based on prior studies, shareholder votes have power and result in negative consequences for directors. Directors facing dissent: are more likely to depart boards, especially if they are not lead directors […]
An independent director. Who is it? When are you truly independent of the company and/or other members of the board? The following definition of a person who is an independent director on the board of an entity, is reproduced with consent from Ratings Afrika. Independent director: The term an independent director in our opinion is […]
The upcoming AGM of The Bidvest Group raises an important issue. Resolution 3 to be voted on by shareholders deals with the appointment of PwC as auditors, and carries a note to the effect that its re-appointment as auditor each year would in future be automatic. Shareholders will not be asked to vote on the matter, […]
The Australian Prudential Regulation Authority (APRA) has released the Final Report of the Prudential Inquiry into the Commonwealth Bank of Australia (CBA). The report follows from an APRA inquiry into governance, culture and accountability within the CBA group initiated following a number of damaging public incidents involving the CBA, including most notably, the AUSTRAC anti-money […]
WPP is one of the world’s largest communications services groups. WPP plc (LON:WPP) annual general meeting held today (13 June 2018) was a feisty affair, with Sky News reporting that more than a quarter of investors have cast votes against a pay report, angered by benefits for the advertising giant’s former chief executive Martin Sorrell. […]
At the Sanlam AGM held on 6 June 2018 Theo Botha questioned the board on a number of important matters, notably: Sanlam was the only large institutional investor that did not disclose its voting record in line with the recommendations of the Code for Responsible Investing in SA; The annual report only contained an overall […]