Johannesburg — THERE's nothing quite like shooting yourself in the foot. And then picking up the gun and shooting yourself in the other foot. But that is, in effect, what JD Group has done.

Shareholders have been un-amused with this company for a while now. From having awarded share options to nonexecutive directors -- a big no-no that has been stopped -- to declining profits and slow transformation, JD Group has not been a shining light on SA's corporate scene.

But awarding directors discounted share options at a time when there is no sign of outperformance by the executives may be going one step too far.

For one thing, share option schemes are outdated. Most large companies have been through costly exercises to restructure incentive packages to reflect an attempt to link share awards to performance targets.

It doesn't help that JD Group's annual report is sorely lacking in detail about executive pay. There appear to be no performance targets regarding the award of share options -- they are doled out like Smarties at break time.

And another thing, no one was asked to vote on the discounted share incentive scheme at the past annual general meeting. A shareholder could have raised the question, of course, but JD Group fobbed off good corporate governance around nonexecutives getting share options for years by saying that their apathetic shareholders had voted in favour of them.

What it comes down to is this: the directors of companies like JD Group should constantly strive to attain the highest levels of corporate governance of their own accord instead of hiding behind the skirts of shareholders who rarely make it to a meeting, let alone ask a decent question.