How is it possible that a long-established, powerful, well-resourced institution like Sanlam is happy to put its name and reputation to an AGM that has all the hallmarks of a bored and exhausted institution struggling to cope with the end of its days?
You might have thought the presence of a new chair would inject some vigour into the meeting. Not a chance. Indeed, Temba Mvusi, who assumed the chair from Patrice Motsepe, set the meeting’s grim tone. He talked throughout in a way that suggested he had much more important things to be doing than engaging with a hapless group of shareholders. Presumably the board had completed its pre-AGM sessions with the important shareholders, securing the necessary backing for the resolutions, and felt it didn’t have to show much courtesy to inconsequential stragglers.
This could be a cruel misinterpretation of the chair’s sentiment towards shareholders, but it was mimicked by most of the other directors who provided input into the meeting.
It was disturbingly reminiscent of the dismissiveness of MTN’s last meeting.
What a difference it was from the AGM I attended in person in 2019, when the redoubtable Motsepe chaired the meeting and smoothly dealt with all the issues raised.
So, first up. Zero points for not providing a hybrid option. Given all the guff about this being an efficient, cost-effective format that enhances accessibility and inclusivity, precisely how much more does a no-frills hybrid option cost?
Next, three out of five points for ease of access to the meeting. Not the full five points because it took too many emails over too many days to secure my access.
The quality of video feed gets eight out of a possible 20 in part because for the first crucial few minutes when Mvusi was introducing the other directors, the camera remained fixed on him. The fact is, the camera was fixed on Mvusi for far too much of the meeting.
Mind you, when the camera did pan out a bit, it was disconcerting to see CEO Paul Hanratty appearing to be focused on his cellphone.
As for the crucial question section of the meeting, though written and verbal questions were allowed, which means Sanlam could have received 10 out of 10 points, it is awarded zero points. Bizarrely, the Q&A session was held after the resolutions were voted on.
There is a good reason the Q&A session is held before shareholders have their say: questions will be asked, and issues raised; the responses may influence the way shareholders vote. Having the Q&A session after is pointless and undermines any claims to an inclusive meeting.
Sanlam gets five out of a possible 20 for the quality of communication. The shareholders asked some pertinent questions, but the responses were dismal.
Questions about Karabo Nondumo’s independence weren’t dealt with adequately. This was despite the voting indicating that many shareholders had concerns about Nondumo. Her re-election to both the audit and the “social, ethics and sustainability” committees were opposed by 25% and 23% of shareholders respectively. The question deserved a more engaged response.
And Hanratty’s response to questions about the claimed empowerment and sustainability expertise of several board members was risible. “They have experience … we don’t go into the details of why we think they’re skilled,” he told the meeting.
His response to sustainability-related questions was similarly unpersuasive.
Finally, Sanlam gets five out of five for publishing the full minutes of its AGM, giving it a total of 21 out of a possible 75 points.
No points were deducted, but perhaps should have been, for the chair tediously reading out each of the resolutions. This helped to drag the session out to a full 54 minutes.
Absa
Absa’s AGM was held the day before Sanlam’s and though this bank has been through some tough times, accompanied by some significant board changes, it was able to pull off a generally impressive meeting.
Before we got down to business, outgoing chair Sello Moloko provided some context to his decision to retire from the board, none of which was terribly persuasive but some of which was comforting. René van Wyk takes up the position of chair in mid-July – subject to regulatory approval – and Kenny Fihla assumes the CEO position this week.
For providing a hybrid option Absa gets 15 out of 15 points. And a further maximum five points for ease of access to the meeting.
The quality of the video feed gets 13 out of 20 points. For most of the time it was not possible to see which other directors or shareholders were in attendance as the camera was generally focused on the directors scrunched around the top of the large oblong table.
Ten out of ten points for allowing written and verbal questions. And 20 out of 20 for the quality of communications. Particularly impressive was the response to a question from a shareholder/employee about the results of an internal survey revealing a deterioration in the company’s culture. Moloko had earlier raised concerns about this issue.
Mind you, the culture can’t be too problematic if employees feel free to raise the issue in a public forum. That is as commendable as it is unusual and, given the acknowledged importance of culture in the group, is useful information for shareholders.
There was also a useful response to a variety of questions from ESG Insight’s Mehluli Mncube.
Unfortunately, Moloko opted to read out the resolutions, which took an interminable 25 minutes and meant the meeting dragged on for one hour and six minutes.
Disappointingly the minutes of previous years’ AGMs could not be located, so zero out of five on that front for a total of 63 out of a possible 75.
Mpact
Mpact’s AGM was overshadowed by a major board restructuring, which saw long-serving chair Tony Phillips resign just a few days before the AGM. He was replaced by Sibusiso Luthuli, who has been on the board since December 2018.
The AGM seemed to mark a suspension of hostilities between the board and Mpact’s single largest shareholder and for the first time since 2022 there was sufficient support for the payment of non-executive directors’ fees.
Mpact gets 15 points for providing a hybrid meeting and five out of five for ease of access to that meeting. It scores 15 out of 20 for the live video feed, which provided reasonably good sight of the directors, and it was possible to see how many virtual attendees there were.
Ten points out of 10 for allowing written and verbal questions. And full marks also for the quality of communication during the AGM. With Caxton in attendance there were inevitably some tough questions, which were adequately rather than comprehensively answered. Perhaps reasonably enough, CEO Bruce Strong did refuse to answer Caxton’s question about the level of debt as of end-May.
The meeting closed 27 minutes after it commenced, despite Luthuli reading out the resolutions, of which there were only eight.
With five points for providing access to the full minutes of AGMs Mpact gets 70 out of 75 for its AGM.
Given how tense the situation must have been, it’s tempting to award the company extra points for Luthuli’s impressive performance, unfortunately our rules don’t allow for that.
JSE
It’s perhaps fitting, given that it’s part of the regulatory landscape, that the JSE provides shareholders with an exemplary AGM. And each year it does.
And not to worry if you happened to miss it in mid-May, there’s a video recording accessible on its website.
It gets the full 15 points for providing a hybrid option, the importance of which was stressed by chair Phuthuma Nhleko, who referred to the need to “enable the widest possible participation by shareholders” and stressed that an important element of AGMs was the board’s interaction with investors.
This seemed considerably better governance than Sanlam’s bleating about the cost-efficiency of virtual-only AGMs.
Five out of five for ease of access; the full 20 for the quality of the live video feed; 10 points for allowing verbal and written questions. (Nhleko pointed out there were in fact four ways to ask questions.) Twenty points for the quality of communication during the meeting; the chair even reminded shareholders they could propose additional items for the agenda. And what a relief, the chair realised the shareholders had read the resolutions (shareholders at AGMs have always read the resolutions) and so he didn’t bother.
Finally, five points for access to a full set of the minutes which means the JSE gets the full 75 points. Bravo.
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