JOHANNESBURG - Standard Bank has moved to calm shareholder jitters over the conflict of interest posed by certain of its directors and its climate change policy.
During the company’s 2020 annual general meeting (AGM) held virtually on Friday, the re-election of directors Trix Kennealy, Nomgando Matyumza, Priscillah Mabelane, Nonkululeko Nyembezi, John Vice and Jacko Maree came under fire.
Shareholders were concerned about how Matyumza, Mabelane and Kennealy, who serve on Sasol’s senior management team, would manage their conflict of interest given Sasol’s fossil fuel footprint.
They were also worried about how Maree would manage the conflict of interest as executive director of the Phembani Group, which has oil, gas and mining interests, as well as the appointment of Nyembezi, who they said was a member of the boards of several JSE-listed companies.
Shareholder Justice Satchwell asked how Priscillah Mabelane intended as a Standard Bank director and member of the risk and capital management committee, which was responsible for risk oversight, would manage her conflict of interest with her role at Sasol.
Mabelane was appointed as vice-president for Sasol’s energy business earlier this month.
“I would like to ask Nomgando Matyumza to explain how she intends as a director of Standard Bank and a member of the risk and capital management committee, which is required to exercise independent over risk and capital management, to manage her conflict of interest with her directorship at Sasol which paid her $193000 or R3.5million in the 2019 financial year?” asked Satchwell.
Satchwell also wanted Kennealy to explain how she intended to manage her conflict of interest with her directorship at Sasol, which paid her $180000 (R3.1m).
Group chairperson Thulani Gcabashe said during the meeting that each of the board members had a proven track record of integrity.
He said the board was satisfied with the contributions the members brought to the group.
“We do not believe that there is an inherent conflict by virtue of what other industries they may be in. We believe they understand their fiduciary duties are to Standard Bank, and we are of the opinion that they have been fulfilling this role in all honesty with integrity,” said Gcabashe.
But Just Share, an environmental rights group, which has called on shareholders to vote against the company’s directors, said Standard Bank had not adequately addressed the conflict of interest issue, nor did it satisfactorily answer any of the questions about its oil and gas lending.
Just Share executive director Tracey Davies said: “It has failed to explain how the risk and capital management committee can properly address the imminent risks from climate change and reduce fossil fuel finance when the majority of its members are paid by fossil fuel companies to do exactly the opposite.”
Despite the concerns, all resolutions tabled at the AGM were passed with a large majority. Group chief executive Sim Tshabalala said 86percent of the group’s total underwriting of energy transactions since 2012 had been for green energy, and the group had committed to disclosing its fossil fuel exposures by the end of this year.