It is remarkable how when things go wrong, they do so in spectacular style. Four years ago Nedcor was top of the pops and a serious contender to acquire its rival Standard Bank. Now it is battling to absorb the relative minnow BoE. How the mighty have fallen. Nedcor has come crashing down and investors are gazing at the destruction of shareholder value left in its wake. This is most evident in the spectacular collapse of its share price (while other banks flirt daily with new highs) and the very real prospect of the 2003 financial year turning up a loss that may have serious implications for the dividend declaration.
Sadly, the unhappy episode could be traced back to a scourge that is blighting many listed corporates. It is that dreaded disease that has come to be known as "executive greed". The strange thing about this particular illness is that it rarely has any lasting negative effect on executives, but it leaves shareholders with a severe case of "wallet-burn".
In the case of Nedcor it is unclear how the disease was contracted, but it might have been from its parent, Old Mutual, which experienced an "executive greed" pandemic when it was de-mutualised and listed.
Tom Boardman, who is now at the helm of Nedcor, is taking the opportunity to be the new broom and he is sweeping clean. This is something all new brooms do given that they only have one opportunity to clear the decks and create a foundation to display their corporate brilliance. In the process it is likely that many more gremlins will come to light.
This week Moneyweb published revelations of Nedcor's "R460 million share option orgy". I am a little astonished that we still have the capacity to be shocked as it has become so commonplace in corporates at home and abroad, and no remuneration committee seems to have the courage and moral tenacity to tackle the issue.
The irony is that share option schemes were ostensibly introduced to align shareholder and executive interests. The simple philosophy was that if both stakeholders held shares it would be in their mutual interests. This seemed like a sound starting point, but quickly the machinations of greedy executives poisoned a promising idea. The very idea that executives and so-called "key men" should be given options to acquire equity in a company at a predetermined price at some future date, often at no cost and always with no downside, was never going to achieve an alignment of interests.
It is simply a complex and contrived method of extortion. It is clearly in the interests of shareholders and executives to have aligned interests and one of the ways of achieving this is indeed for executives to own shares. But the share option scheme has become discredited and is evidently unable to achieve its objective in a fair manner.
It seems that a moratorium should be placed on the practice of issuing share options until a more equitable system can be found that is mutually - and not exclusively - rewarding.
We strongly propose that for the time being executives get paid a salary and bonus, where justified by performance and results. Executives should be encouraged to purchase shares at the ruling market price with a portion of their bonus in order to align their interests with those of shareholders. This will place them in exactly the same position as shareholders who also have to purchase their shares in the market at the ruling price.
Tom Boardman has a wonderful opportunity to lead by example and create a revolutionary ethical stand in corporate South Africa by launching an investigation into the Nedcor "share option orgy" and forcing executives to take their snouts out of the trough and give shareholders a fair deal.