Wimpy, Steers owner to engage with shareholders after remuneration pushback

Holders of more than a quarter of the voting rights at Famous Brands have voted against its remuneration policy and implementation, prompting the Wimpy and Steers owner to start a discussion process with dissenting shareholders.

The company, which also owns brands such as Debonairs Pizza and Mugg & Bean, said in a SENS statement late on Friday that "non-binding resolutions on the company's remuneration policy and remuneration implementation report were voted against by more than 25% of the voting rights exercised by shareholders" at its annual general meeting that afternoon.

As a result, the company said it would "initiate a process to engage with dissenting shareholders", as recommended by the King IV recommendations on corporate governance and Johannesburg Stock Exchange listing requirements.

Although votes on remuneration policy and implementation are non-binding, it is standard practice for companies to hold further discussions with shareholders in terms of King IV corporate governance recommendations when large sections of shareholders oppose either the policy or implementation.

Famous Brands said any shareholder wanting to participate in the "engagement process" should advise its company secretary by 16 August and added that details of the process would be communicated to those shareholders.

'Very complex issue'

According to the latest annual report for the year to end 29 February, Famous Brands' three-person executive team took home a total R23.625 million, including bonuses, provident fund contributions and other benefits.

CEO Darren Hele received a total of R15.529 million for the financial year 2024, including bonuses, provident fund contributions and other benefits. His basic pay was R5.335 million.

Opportune Investments managing director Chris Logan said remuneration at South African companies was always a "very complex issue as a general rule", adding there could be a myriad of reasons for such a large chunk of shareholders voting against Famous Brands' remuneration policy and implementation report.

While he did not know why shareholders had voted against the remuneration policy and implementation, he was confident the shareholder engagement would bring any concerns to light.

He said increasingly, in South Africa, one issue with executive pay that was consistently being raised was the alignment of executive interests with shareholder interests, particularly in terms of long-term shareholdings by CEOs and other directors.

"As a general rule, it is a complex and emotive topic and it requires a lot of analysis so that one can express an informed opinion as to whether the incentives are designed to foster proper alignment and good performance. Executive pay certainly shouldn't just be a matter of how much they are paid. Proper analysis has to be done to establish whether the incentive structures at companies are designed to foster good performance and alignment."

Could be well-deserved

Logan said a CEO may be paid a lot, but it could be well-deserved, depending on the company's performance or whether he or she has pulled off a fantastic turnaround.

Famous Brands also provided a business update for the four months from March to June on Friday, noting a difficult economic period characterised by uncertainty and weak consumer demand. However, its leading brands portfolio held up well.

Its leading brands portfolio continued its 'revenue recovery' in South Africa and the SADC region due to topline growth in casual dining restaurants "driven by innovative consumer value offerings, increased consumer mobility and resilience".

However, the performance of its signature brands portfolio, which, according to the company's website, includes Turn 'n Tender, Mythos, Lupa Osteria and Vovo Telo, among others, was "below management's expectations for the four-month period thus far".

Among other things, it also flagged a slowdown in the United Kingdom trading environment, saying that it had resulted in "sales being below last year at this point in time".

The company's Africa Middle East segment also "remains under pressure, particularly with macro disruptions in markets such as Nairobi, Kenya, over the period".

- News24