Most listed companies work on one share, one vote. Naspers and Prosus do not. A small group of insiders, the chair Koos Bekker among them, holds A shares carrying a thousand votes each, while an ordinary share carries one. That is well past what the same idea does elsewhere in technology: Mark Zuckerberg at Meta, and Larry Page and Sergey Brin at Alphabet, hold ten votes per share.
The gap settles most outcomes before anyone votes, which is what makes this week's filings a statement rather than a contest. Ahead of Wednesday's annual general meeting, Norway's Storebrand and the Dutch manager Van Lanschot Kempen said they would vote against re-electing directors Rachel Jafta and Mark Sorour because of the share structure. Funds under the New York City Comptroller and the California Public Employees' Retirement System went against the directors too. Norges Bank Investment Management, which runs about $2 trillion, and California's teachers' fund objected to the pay proposals at Prosus instead.
The $100 million award that has not paid out
The pay fight is about money that has not been handed over. Chief executive Fabricio Bloisi holds a moonshot award with a face value of $100 million, close to R1.6 billion, on top of long-term incentives worth another $33.8 million. His actual pay for the year came to $1.85 million, because the moonshot pays nothing unless two conditions land together.
Those conditions are a doubling of the combined Naspers and Prosus market value, and a shareholder return that beats the median of a global technology peer group. The group was worth $84 billion when Bloisi took the job and $94 billion at the end of March. Doubling was worth about 19% a year when the target was set. From here it needs closer to 30%.
Storebrand's objection is not that he might collect it, but that the quantum sits well above market norms. ISS, the largest proxy adviser and the one that advises Storebrand, Van Lanschot Kempen, Norges Bank and the New York City funds, says the conditions look unlikely to be met inside the performance period. Its rival Glass Lewis, which advises the two Californian pension systems, told them to reject the Prosus remuneration policy outright.
What happened the last time they said this
None of this is new, and that is what the structure is for. At last year's Naspers meeting the remuneration policy and its implementation report both passed with more than 90% of the total vote, carried by the high-voting A shares, which backed the company completely. Among ordinary shareholders, about 71% voted against both. The votes are advisory, so they passed anyway.
The award is also no longer Bloisi's alone. It was extended last year, on the same terms, to finance chief Nico Marais and Naspers South Africa chief executive Phuthi Mahanyele-Dabengwa, putting about $116 million of executive pay on the same doubling.
