Several major institutional investors are publicly opposing the governance and remuneration practices at Prosus and its parent company Naspers. The move is driven by the companies' multi-class share structure, which grants insiders - including Chairman Koos Bekker - 1,000 votes per share, while ordinary shareholders receive just one vote. This extreme concentration of voting power has also drawn criticism from leading proxy advisory firms.
Beyond the two European asset managers, funds aligned with the New York City Comptroller and the California Public Employees' Retirement System have said they will vote against the directors, though they did not specify reasons. Norges Bank Investment Management, which manages roughly $2 trillion in assets, has objected to the pay packages proposed at Prosus, joined by the California State Teachers' Retirement System. These actions reflect a broader unease among institutional investors about the companies' governance and executive compensation.
Storebrand issued a statement: "A vote against the elections of Rachel Jafta and Mark Sorour is warranted due to the company maintaining a share structure with unequal voting rights." The firm also raised concerns about CEO Fabio Bloisi's compensation, which includes a performance-based "moonshot" bonus with a nominal value of $100 million, alongside long-term incentives worth $33.8 million. Storebrand added: "While the moonshot is subject to rigorous dual conditions and has not triggered, the overall quantum is significantly above market norms."
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Prosus insiders hold 1,000 votes per share, compared to a single vote for ordinary shareholders. That structure is far more lopsided than what is commonly seen in the tech sector - for instance, Meta's Mark Zuckerberg and Alphabet's Larry Page and Sergey Brin each hold supervotes capped at 10 votes per share. The 1,000-to-1 ratio at Prosus and Naspers stands out as exceptionally imbalanced.
In response to the criticism, a Naspers representative said that during annual shareholder roadshows, the remuneration committee chair engages "extensively and proactively with investors on all matters of remuneration and policy, particularly how we are evolving our policies based on feedback." This defense, however, has not satisfied many shareholders who view the voting structure as fundamentally unfair and the pay levels as excessive.
The investors have specifically pointed to the excessive size of certain awards, the short-term nature of some incentive plans, and the limited oversight over share repurchases. Storebrand issued a statement: "A vote against the elections of Rachel Jafta and Mark Sorour is warranted due to the company maintaining a share structure with unequal voting rights" because of their ties to Naspers. The firm also expressed concerns about CEO Bloisi's compensation, which includes a performance-linked "moonshot" bonus with a nominal value of $100 million, plus long-term incentives of $33.8 million. Storebrand added: "While the moonshot has not triggered and carries strict dual conditions, the overall scale is far greater than typical market levels."
The voting arrangement at Prosus and Naspers is far more lopsided than what is commonly seen in the tech sector. For example, Meta's Mark Zuckerberg and Google's Larry Page and Sergey Brin also retain control through special shares, but their extra votes are capped at 10 per share. In contrast, Prosus insiders hold 1,000 votes per share, making the structure exceptionally concentrated.
In response, a Naspers representative said that during annual shareholder meetings, the chair of the remuneration committee engages "extensively and proactively with investors on all matters of remuneration and policy, particularly how we are evolving our policies based on feedback." This defense, however, has not convinced the dissenting shareholders, who see the voting arrangement as fundamentally unfair and the pay levels as excessive.
The growing opposition signals that investors are increasingly willing to challenge dual-class structures and outsized executive packages. While the votes at the upcoming meetings are non-binding, they carry symbolic weight and could push the companies toward governance reforms. If larger institutional investors adopt stricter voting policies on such issues, Prosus and Naspers may find it harder to secure approval for board nominees and compensation plans in the future.
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