Steinhoff shareholders reject pay changes for management, 2019 financial accounts

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Steinhoff held its annual general meeting on Friday.
Steinhoff held its annual general meeting on Friday.
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  • Steinhoff shareholders rejected three out of nine proposals at the group's virtual AGM on Friday. 
  • Shareholders chose not to adopt the annual financial accounts for the year ended 30 September 2019, as well as amendments to its remuneration policy for managing directors.
  • Moira Moses, chair of the retailer's board, said that while the votes were disappointing, the board respects the decisions.


Steinhoff shareholders have voted against the adoption of the group's annual financial statements for the 2019 financial year, as well as proposed amendments to the Stellenbosch-headquartered retailer's remuneration policy for managing directors.

The Stellenbosch-headquartered retailer held a virtual Annual General Meeting on Friday, after it earlier in the day reported a 6% decline in group revenues in the first nine months of the 2020 financial year, largely due to Covid-19 related trading restrictions.

At the AGM, shareholders rejected three out of nine proposed agenda items.

  • 51% of shareholders voted against adopting the annual accounts for the financial year ended 30 September 2019. 
  • 94% of shareholders voted against the proposal to cast an advisory vote in respect of the remuneration report for the same year.
  • 86% of shareholders voted against proposed amendments to the remuneration policy for managing directors.

Chairperson of Steinhoff's supervisory board, Moira Moses, said that although it is "disappointing" that three of the proposals were "unfortunately" not passed, the board respected the outcome.

Moses said the group will continue to review the remuneration policy and provide feedback. 

"The negative vote on the adoption of the annual report is similarly noted. The CFO, the external auditor and the chair of the audit committee have all explained the complexities faced regarding the financial statements, much of the uncertainty will remain with us for a while," she said.

Proposed settlement

In late 2017 Steinhoff was rocked by the abrupt resignation of its former CEO Markus Jooste at the start of a fraud scandal. Once one of the largest firms on the JSE, its share price plunged by over 95% since Jooste resigned. The group's leadership has had to deal with the triple threat of billions of euros in debt, legal claims against the company for losses and a complex and drawn-out restructuring process.

The group's CEO, Louis Du Preez, on Friday also provided an update on the proposed settlement with shareholders. While total quantified claims against Steinhoff amount to €7 billion, Du Preez said it believes settlement is in the best interests of all stakeholders.

"We believe it is affordable and realistic in the current circumstances," he said of the settlement. "We believe the settlement will remove uncertainty for all parties  - shareholders, financial creditors, litigants and management."

"It will avoid expensive lending and unpredictable court processes," he added.

The settlement will also free up management to focus purely on the businesses and focus on reducing debt and financing costs, he explained.

If the settlement is not agreed on, the company may have to file for insolvency protection to ensure claims against it are administered.

He added that Dutch Investors Association (VEB) support the settlement and urged other class action suits to do the same.

He said the group believes that, through financial restructuring, it can assure a period of stability to last until December 2021.

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