The last three AGMs of the first quarter season (that Currency was able to attend) represents a fairly motley crew. Each, in its own way, is involved in the finance industry but none is a bank.
The first (RMH) is at the end of its life, the second (WeBuyCars or WBC) is at the beginning of its life as a listed entity, and the third (Coronation Fund Managers), is somewhere in between.
Perhaps because it sees the end of its life in sight, the RMH board pulled out all the stops in terms of transparency this year. The full one hour and 34 minutes of the meeting was video recorded and is available on RMH’s website, which really doesn’t leave an awful lot more to be said. But a little more can be said.
Not only does the video recording mean any interested party can, at any time, review the proceedings but, in another first ever, RMH has also provided a link to the attendance register. The register contains the names of the shareholders in attendance and the number of shares they held, as well as the guests, including journalists. This is extremely useful information – so useful, in fact, that the drafters of the King V code should consider incorporating it in the soon-to-be released update of the country’s governance code.
Without in any way taking from RMH’s register initiative, it may be that it was influenced by shareholder Albie Cilliers. Cilliers, who has become a significant investor in the company, delayed the commencement of proceedings because he had not been given an opportunity to inspect the register; a right that every shareholder had, Cilliers reminded the meeting.
Anyway, finally, the electronic-only meeting kicked off. Chair Herman Bosman apologised for not providing a hybrid option. The very good reason was that, in a bid to cut costs, RMH has jettisoned the idea of a physical office. This seemed a reasonable enough explanation for a company that is currently going through an assisted suicide process, referred to by RMH management as “monetisation”. That process has transformed the company from a once-powerful finance holding company into a smallish property holding company.
Bosman did say the board was hoping to have a physical option next year. But for this year RMH gets zero out of 20 for not providing a hybrid option.
For ease of access, it gets the full five points.
The setting was a bit drab, with just four people – Bosman, CEO Brian Roberts, director Murphy Morobe and company secretary Deidre de Carvalho – sitting around a small table. At no stage was the meeting given sight of the other directors in attendance. But it would be churlish not to give RMH 20 out of 20 points for the quality of the video recording, which allowed for sight of individuals shareholders as they posed their questions.
Ten out of 10 for allowing verbal and written questions and 20 out of 20 for the excellent flow of questions. As with most AGMs the question-and-answer session can be the most interesting part of the meeting. This one was riveting. There was robust questioning and equally robust answering. And it is to the board’s huge credit, given that the directors did at times seem a bit irked with the questions, that the whole show can be easily accessed by any interested party.
Finally, five out of five for making the full recording available rather than just the minutes. This brings RMH’s total to 60 out of a possible 80, though it does deserve at least 20 bonus points for enhancing disclosure standards so dramatically.
A general improvement
Coronation’s AGM was a more prosaic affair. This year’s performance was considerably improved on previous years but there are still a few kinks to be ironed out. As one long-time attendee told Currency, not only was there a general overall improvement in the AGM process but the tone of the meeting – traditionally marked by a sense of hostility towards questioning shareholders – had improved.
The fund manager gets zero out of 20 for continuing to insist on only offering an electronic option. Five out of five for ease of access for guests and 10 out of 20 for the quality of the video recording, which was a bit patchy.
It gets 10 out of 10 for allowing written and verbal questions, and 20 out of 20 for encouraging a steady flow of questions and allowing for follow-up questions and comments. Not that the shareholders liked all the answers, particularly the answer about director independence. “We look at director’s independence in a nuanced way,” was the view of a board whose chair, Alexandra Watson has been a director for more than 17 years. Watson is stepping down in September.
Five points out of five for providing easy access to the minutes of the previous AGM for a total of 60 out of a possible 80.
A silent affair
WBC, which is new to the JSE, got off to a reasonably good start with 20 points out of 20 for offering shareholders a hybrid option for attending its inaugural AGM. And another full five points for ease of access.
Unfortunately, the quality of the video recording wasn’t great, with viewers only able to see a picture of chair Johan Holtzhausen for most of the 30-minute meeting, apart from the presentation on WBC’s interesting business.
The former Transaction Capital subsidiary gets 10 out of 10 for allowing verbal and written questions. Sadly, none of the shareholders was interested in asking questions. And it wasn’t as though the company didn’t try hard to encourage them. Shareholders had the option to email questions ahead of the meeting or they could have posted questions on the AGM platform or, finally, they could ask questions at the meeting.
Holtzhausen, in an attempt to explain the silence, told Currency it’s possible shareholders felt they’d got all the information they needed from the group’s detailed integrated annual report. Good results and a strong share price might also have lulled them into a sense of unquestioning satisfaction.
So, for its first-ever AGM as a listed entity WBC is awarded 45 points out of a possible total of 55.
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