Business Day (Johannesburg)

South Africa: Nampak Needs to Tackle Board Autonomy Issue

7 February 2008


column

Johannesburg — CORPORATE governance is a broad term and one which is often used incorrectly, but for a company such as Nampak the changes demanded of it appear to have gone unnoticed.

Its executive directors are all white and male.

There is only one woman on this board of 13 and only four black directors, with none of them involved in the day-to-day running of the company.

Even being generous, only 15% of the board could be considered independent.

To be fair, Nampak has made some changes. It appointed a black woman, Nosipho Molope, to its board last year. It is putting in place a transformation committee, it has reshuffled its audit committee and it has committed to taking on three independent directors (presumably black directors) within the next five months.

Yet the single biggest issue is chairman Trevor Evans's lack of independence and on this Nampak refused to budge yesterday.

Frater Asset Management said it had been talking seriously to Nampak about Evans's position since May last year. Frater calculated that if Evans had been removed from chairing the board, the company would have scored 86% on Deutsche Bank's corporate governance ratings, ranking it fourth-best in SA.

Frater says Nampak promised to come up with a succession plan and to make a fairly detailed announcement about new appointments at its annual meeting yesterday. None of this came to pass and Frater voted against the re-election of Evans.

Ironically, it is the chairman's job to oversee succession planning. Given that Evans seems to have no intention of stepping down, it is unlikely a workable succession plan will emerge any time soon.

What is odd is the fact that most shareholders did vote for him. Yet this support may not last forever.

Independence is a serious issue and the tide is turning against those who refuse to apply common sense.

If changes are not forthcoming by midyear, Nampak may find itself shelved by some of the country's largest investors.

The Bottom Line is Edited By Colin Anthony 

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