Bidvest fields tough questions

Bidvest fields tough questions

2008-11-17 14:08

Johannesburg - Shareholder activist Theo Botha grilled directors at listed services group Bidvest over the company's transformation performance in the previous year, as well as the continued description of the Investec CEO as an independent director of the group.

Botha was speaking at the Bidvest annual general meeting (AGM) in Sandton on Monday morning.

The outspoken activist was highly critical of executives' poor attendance of transformation committee meetings, and Bidvest CEO Brian Joffe agreed that it was not acceptable.

Botha pointed out that a number of executives had failed to attend even one meeting in the previous financial year.

According to the Bidvest annual report, Pansy Tlakula - who also serves as the chairperson of the National Credit Regulator (NCR) - failed to attend any of the four transformation committee meetings and only attended one of the five board meetings.

In 2008, Tlakula received R60 000 in directors fees. This was a 30% increase over what she claimed in 2007, when she earned R45 000 despite only attending two out of five board meetings and failing to attend either of the transformation committee meetings that year.

Joffe, who has been in Botha's firing line at previous meetings, said: "I don't want to sound like Mr Botha's friend, but I tend to agree with him."

According to documentation released by Bidvest, executives are paid R11 000 for each transformation committee meeting they attend.

The Bidvest transformation committee comprises Lionel Jacobs (chairperson), Joffe, chief executives of Bidvest's SA divisions, chief executives of Bidfood subdivisions as well as Pansy Tlakula, Tania Slabbert, MJ Finger, SG Mahlalela, GC McMahon, and SA Thwala.

Joffe said: "Transformation remains high on the Bidvest agenda." However, he did say that Bidvest had little sympathy for executives who didn't make the grade in terms of corporate responsibilities.

Chairperson Cyril Ramaphosa said that while attendance at meetings was important, shareholders should appreciate that "executives are involved in transformation on daily basis".

Ramaphosa went on to say: "Further action needs to be taken if they continue to miss meetings." He also reassured Botha and other shareholders present that the issue would be addressed by the next AGM.

Audit committee question marks

Bidvest executives were also expected to field tough questions about the make-up of the group's audit committee, chaired by Nigel Payne.

Payne is a highly-regarded corporate governance expert and has been involved in the development of the King II and King III corporate governance reports.

Botha said: "Nowhere in the annual report does it say that Bidvest is adhering to King II. I had hoped that when Payne came on board he would get the company to comply."

According to Botha, King II states that the majority of directors serving on an audit committee need to be independent. This, he argues, is not the case at Bidvest.

He said there are three independent non-executive directors, three executive directors who are not independent and a director, Rodger Graham, who Botha says cannot be classified as independent as he used to be on the board of directors.

Botha said: "For the last two years, Bidvest has not been compliant with King II - how can Payne get it so wrong?"

Botha also raised questions of the continued classification of Investec CEO Stephen Koseff as an independent non-executive director of the Bidvest, when the company conducts vast levels of business through the bank.

He argued that the level of business should be disclosed in the company's annual report, and that the board should re-investigate Koseff's classification.

Ramaphosa was quick to point out that Koseff was a highly regarded individual in South African business, and that his integrity was beyond question.

Joffe said: "We do have a relationship with Investec and do a significant amount of business with them. Without their support over the last few years, we might not be sitting here today."

The board has said it will discuss the matter and make a recommendation.

Koseff was not in attendance.