(Bloomberg) — South African conglomerate Bidvest Group Ltd. is having to explain itself to shareholders after asking them to endorse the bankrolling of a Paris Olympics trip for its chairman and two non-executive directors.
Institutional Shareholder Services Inc., the world’s biggest proxy advisory firm, has recommended that stockholders vote against reimbursing Chairman Bonang Mohale, Lead Director Renosi Mokate and non-executive director Sindi Mabaso-Koyana for the trip. The vote will be held at the Johannesburg-based company’s annual general meeting on Dec. 1.
“Bidvest engaged with shareholders in a pre-AGM call last week during which this particular resolution was one of the matters discussed,” Bidvest said in a response to queries on Nov. 25. “There have been constructive follow-up engagements with some shareholders subsequently.”
ISS said in a report to its clients that the request by the company — which makes annual revenue of about 127 billion rand ($7.4 billion) from activities such as running ports and offering cleaning services — threatened to compromise the independence of the directors.
Bidvest justified its request for the approval of 1 million rand reimbursement by saying the company is a sponsor of the South African Sports Federation and Olympic Committee.
“Support for this resolution … is not recommended given the relatively excessive amount,” ISS said in its note to clients, which it sent to Bloomberg after a request.
Calvert Investment Management Inc., a small shareholder in Bidvest, has disclosed that it will follow ISS’s recommendation and vote against the resolution. Calvert is owned by Morgan Stanley.
The California Public Employees’ Retirement System, or CalPERS, said it will vote against it as did the British Columbia Investment Management Corporation, the New York City Employees’ Retirement System and the State Board of Administration of Florida Retirement System.
The payments are “excessive and could be considered to potentially compromise independence,” Florida SBA said.
Some of the money managers also questioned the independence of the Bidvest board, saying it has too many executives on it.
Glass Lewis & Co., an ISS rival, hasn’t recommended similar action by clients. Norges Bank Investment Management said it will approve the resolution as did California State Teachers’ Retirement System.
Bidvest’s biggest shareholders include the Public Investment Corp., which manages the pensions of South African government workers, Westwood Global Investments LLC and Standard Bank Group Ltd.
Mabaso-Koyana referred questions to Bidvest when called by Bloomberg. Mohale acknowledged a query but didn’t address the questions, while Mokate didn’t answer calls to her mobile phone or a text message.
“The Paris Olympic Games was a proud and significant event for South Africa and naturally for Bidvest, as the headline sponsor of TEAM SA,” the company said.
Bidvest invited all of its non-executive directors to join the executive team and 80 junior employees on a trip to Paris “in recognition of our contribution towards excellence.”
Mohale, Mokate and Mabaso-Koyana were the ones who made themselves available.
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–With assistance from Loni Prinsloo and Anthony Osae-Brown.
(Updates with additional shareholders voting intentions from 8th to 11th paragraphs)
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