FirstRand Limited (FSR) Earnings Call Transcript & Summary

December 2, 2020

ZA shareholder_meeting 79 min

Earnings Call Speaker Segments

William Jardine

executive
#1

Good morning, ladies and gentlemen. As we activate the new normal and transition to remote working, it is my pleasure to welcome everyone to this 24th AGM of FirstRand Limited. Please bear with us as we proceed with our first virtual AGM, and thank you for joining us electronically. I will be chairing the meeting this morning in my capacity as Chairman of the Board of Directors. I would like to acknowledge our joint meeting facilitators, being Lumi Insights and Computershare, that will assist in hosting our first virtual AGM. The following chairpersons of all Board committees are present. For the Audit Committee, Mr. Grant Gelink; Risk, Capital Management and Compliance, Mr. Russell Loubser; Remuneration Committee, Mr. Louis Von Zeuner; and for the Social Ethics and Transformation Committee as well as Directors' Affairs and Governance Committee, Ms. Amanda Tandiwe Nzimande. Also present are our executive directors being: Mr. Alan Pullinger, our CEO; Mr. Harry Kellan, Finance Director; and Ms. Mary Vilakazi, our Chief Operating Officer. We also have with us this morning our external audit partners, Mr. Grosskopf from PwC, and Mr. Black from Deloitte. They are available to respond to questions from shareholders that may arise from the summarized financial statements or the annual integrated report. We also have Ms. Carnita Low, the group company secretary. Our legal advisers are also present as well as various executives online who can respond to questions in need. The Notice of the Annual General Meeting was delivered to all shareholders together with the summarized financial statements timeously and have been available on the company website since 9 October 2020. I will take this as read. We shall now proceed with the business of the meeting. It is the intention that voting at this meeting should be by poll in terms of the memorandum of incorporation of the company. Such poll voting shall be conducted electronically through the electronic online facility provided. Shareholders entitled to vote at the AGM would have already completed the mandatory registration process with Computershare and being successfully authenticated. Computershare have been appointed the company scrutineers. We have a quorum present and I, therefore, declare this meeting a properly constituted Annual General Meeting of the shareholders of the company. I will now open the voting on the electronic online facility, and voting can be performed at any time during the meeting until I close the voting on the resolutions. You will be able to vote on any of the resolutions and do not have to wait for the resolution to be tabled. I will invite questions on each resolution as it is tabled. Shareholders may raise questions electronically by using the Message icon on your screen. Carnita will read out any questions specific to the resolution tabled, and the questions will appear on the question screen as they are submitted. You will be able to send questions from the beginning of the meeting and whilst the poll is open. I will allow questions pursuant to the motions to be discussed during the meeting as the motions are presented as well as after I have tabled the last resolution on the agenda. Voting will then close after we have responded to all questions. I will advise you shortly before the voting will close. Carnita will now advise you on how to cast your votes on the electronic platform. Thanks, Carnita.

Carnita Low

executive
#2

Thank you, Mr. Chairman. If you have registered as a shareholder, you will see a voting screen. To vote, select your voting direction from the options on the screen. A confirmation message will appear to indicate that your vote has been received. You can change your vote if you need to at any time before the voting poll closes by selecting another voting direction. If you want to cancel your vote, please use the functionality provided and resubmit your vote. Instructions on how to vote are included on the virtual meeting instructions available on the portal as well as the self-help video. You can reference these at any time during the meeting. Voting can take place at any time once the poll has opened, and once the Chairman has indicated that the voting is closed, your last selection will be submitted. There was also a question from Mr. [ Anthony Walker ] on the meeting question portal asking whether we will allow questions as the actual resolutions are tabled. Mr. [ Walker ], you will notice that we have amended our protocol. We will address questions after every single resolution is tabled so that we can address this appropriately and timeously. Thank you, Mr. Chairman.

William Jardine

executive
#3

Thanks, Carnita. I will now go through the resolutions tabled for approval. The first item on the agenda is to present the audited financial statements of the company for the year ended 30 June 2020 contained in the annual integrated report and summarized annual financial statements in the notice booklet. Shareholders would have received a copy of the summarized financial statements of the company. As approved by the Board of Directors of the company for the financial year ended 30 June 2020. The report of the Audit Committee that is available in the annual integrated report or on the group's website reflects how the committee has discharged its duties during the year under review. The Audit Committee Chairman, Mr. Gelink, the partners of PricewaterhouseCoopers and Deloitte & Touche, Mr. Grosskopf and Mr. Black, respectively, who were responsible for the 2020 FirstRand group audit are available to respond to questions, which relate to the financial statements. Are there any questions at this stage?

Carnita Low

executive
#4

Mr. Chair, we have a comment from [ Shakir Pratab ]. Mr. [ Pratab ] says, as a shareholder, I'm very pleased to be able to attend the AGM by video conferencing. It's one of the benefits of COVID-19 and is an advancement of digitization. For future AGMs, after the end of COVID-19, will FirstRand still allow shareholders to attend the AGM virtually? What I am asking is for FirstRand to continue allowing shareholders to attend the AGM virtually in future.

William Jardine

executive
#5

Thank you very much for that question. We've obviously had to adapt to the current COVID-19 pandemic. And I think you'll agree with me, there's a lot of learning by doing -- that's happening as we go along, and we'll certainly review the efficacy of meetings of this nature as we move forward. So thank you very much for that comment. Are there any more questions?

Carnita Low

executive
#6

Nothing at this stage, Mr. Chair.

William Jardine

executive
#7

Great. Thank you very much. The second item on the agenda is to present the FirstRand Social Ethics and Transformation Committee report contained in the 2020 annual integrated report. If there are any questions on the report, the Chairman of the Social Ethics and Transformation Committee, Ms. Nzimande is available to respond. Are there any questions at this stage?

Carnita Low

executive
#8

There are no questions at this stage, Mr. Chair. Perhaps if we do have questions, we can revisit this at a later stage during the meeting; but at the moment, no question.

William Jardine

executive
#9

Great. Thank you very much. We will now move to each of the resolutions. Please be reminded that you can vote on any of the resolutions at any time until the voting is closed. I do not intend to read out the full wording of resolutions but will refer to the item for approval. More than 50% of the voting rights exercised on each of the ordinary resolutions that follow is required for each resolution to be adopted. Four directors retire by rotation in terms of the MOI, and 2 directors offer themselves for reelection. It is the intention that the reelection of these directors should be conducted on an individual basis. Ordinary resolution #1.1 is to reelect Mr. Russell M Loubser, who is retiring by rotation as an independent nonexecutive director in accordance with the provisions of the MOI. Mr. Loubser, being eligible, offers himself for reelection, and his CV was included in the Notice of AGM. The Board recommends that Mr. Loubser should be reelected. I now put before the meeting that Mr. Loubser be reelected as an independent nonexecutive director. Ordinary resolution #1.2 is to reelect Ms. Thandie Mashego, who is retiring by rotation as an independent nonexecutive director in accordance with the provisions of the MOI. Ms. Mashego, being eligible, offers herself for reelection, and her CV was included in the Notice of AGM. The Board recommends that Ms. Mashego be reelected. I now put before the meeting that Ms. Mashego be reelected as an independent nonexecutive director. The following 2 directors will be retiring as independent nonexecutive directors at the conclusion of this 2020 Annual General Meeting and do not offer themselves for reelection: one, Ms. Amanda Tandiwe Nzimande; and two, Ms. Mary Sina Bomela. I now turn to the fifth item on the agenda, ordinary resolution #1.3, is to reelect -- is to elect Ms. Zelda Roscherr as an independent nonexecutive director. Ms. Roscherr was appointed by the Board to fill a vacancy during the year upon the recommendation of the Nominations Committee. In accordance with the company's act and the company's MOI, Ms. Roscherr is recommended by the Board for election by the shareholder, and her CV was included in the Notice of AGM. Are there any questions at this stage?

Carnita Low

executive
#10

Mr. Chair, there are no questions on the chat at this stage. There is one. It relates to remuneration. Shall we deal with that when we get to the remuneration reports, Mr. Chair? But nothing on the election of directors at this stage.

William Jardine

executive
#11

Okay. We'll deal with that question at the remuneration. Thank you for that question. The sixth item on the agenda, ordinary resolution #2.1 and 2.2 is the reappointment of joint auditors, Deloitte & Touche and PricewaterhouseCoopers Inc. The Audit Committee has opined on the proposal to reappoint Deloitte & Touche and PricewaterhouseCoopers Inc. as the joint auditors of FirstRand Limited responsible for the audit of the company for the ensuing year. The Audit Committee has evaluated the independence, performance and skills of the joint auditors and has recommended the proposed appointment to shareholders. This recommendation is further endorsed and supported by the Board. It is accordingly proposed that the appointments be made on a joint basis. If either resolution 2.1 or resolution 2.2 is not passed, the resolution passed shall be effective. 2.1, ordinary resolution 2.1, that Deloitte & Touche be appointed as auditors is put to the meeting. The motion, ordinary resolution 2.2, that PricewaterhouseCoopers Inc. be appointed auditors of the company is put to the meeting. Are there any questions at this stage?

Carnita Low

executive
#12

Mr. Chair, there are no questions relating to the reappointment of the auditors at this stage.

William Jardine

executive
#13

Thank you very much. The seventh item on the agenda, ordinary resolution #3 is the general authority to issue authorized but unissued ordinary shares for cash. The percentage of voting rights required for this ordinary resolution #3 to be adopted is at least 75% of the voting rights exercised on the resolution. The directors are authorized to issue all or any of the authorized but unissued ordinary shares in the capital of the company for cash, subject to the aggregate number of shares to be allotted and issued in terms of this resolution shall be limited to 1.5%, which constitutes 84,093,726 of the number of the company's shares in issue. The motion for the general authority is put to the meeting. Are there any questions at this stage, Carnita?

Carnita Low

executive
#14

There are no questions, Mr. Chair, relating to agenda item 7.

William Jardine

executive
#15

Thank you very much. The eighth item on the agenda, ordinary resolution #4, pertaining to the signing authority. It is proposed that any director and/or the company secretary of the company be and is hereby authorized to do all such things and sign all such documents as may be necessary for or incidental to the implementation of the resolutions passed at the AGM of the company and set out in this notice. The motion for the signing authority is put to the meeting. Are there any questions at this stage?

Carnita Low

executive
#16

Nothing at this stage, Mr. Chair, on this specific resolution.

William Jardine

executive
#17

Thank you very much. I will complete items 9 and 10 on the agenda before taking questions on these resolutions as they are related. The ninth item on the agenda is to endorse by way of a nonbinding advisory vote, the advisory endorsement of the company's remuneration policy, excluding the remuneration of the nonexecutive directors and the members of the Board committees for their services as directors and members of committees. In terms of King IV, we have requested shareholders' endorsement of our remuneration policies in the form of an advisory vote. I propose that the company's remuneration policy be endorsed. The tenth item on the agenda is to endorse by way of a nonbinding advisory vote, the advisory endorsement of the company's remuneration implementation report. In terms of King IV, we have requested shareholders' endorsement of our remuneration implementation report in the form of an advisory vote. I propose that the company's remuneration policy be endorsed. Are there any questions at this stage?

Carnita Low

executive
#18

Mr. Chair, there are. I will start with the question from [ Tracy Davies ], and she asked me to start with her second question, which reads, what is the evidential basis that the group uses to determine that there is such a significant risk to senior management leaving the group that it is necessary to pay these COVID bonuses. Does the Board genuinely believe that these payments are fair and ethical in the context of the social and economic devastation brought by the COVID-19 this year? And is it not concerned about the implications of the [ lodges ] for further worsening inequality in our society?

William Jardine

executive
#19

Thank you very much. I will ask our Chair of the Remuneration Committee to respond first. Mr. Louis Von Zeuner.

Louis Von Zeuner

executive
#20

Thank you, Chairman. I think, firstly, in terms of retention, I think it's important, Chairman, that we will just highlight, again, the fact that FirstRand is a large systemic institution and the custodian of billions of rands of savings of the South African publican business. With that, a customer base of 8 million, this is an institution that is complex and important in the broader South African economy. The skill set chairperson to run a business of this nature is limited; and therefore, we have experienced offers being made not only by competitors but even global institutions looking at the scarce resources and the talent of this group, which is well sought after. So our assessment of retention is, of course, what we experienced from our people in terms of offers they receive and general activity in the market as well as looking at several pieces of research into the market. And for FirstRand to recover out of 1 in 100-year event like COVID, it is extremely important that we retain our talent and get them to focus without being concerned on reward at the task at hand. I think what is also important is to note that how we have applied our remuneration philosophy in the past is that we do subscribe to fairness and equality. But Chairman also saw equality in terms of value of work, et cetera. So our research and as well as the fact that our senior executives have seen certain remuneration awards not vesting because of economic conditions and the likelihood that it will not happen in terms of past awards that's currently in flight, vesting, the remuneration committee and the Board felt necessary and justified to put a COVID award instrument to management, which I believe in due course into the future will be to the benefit of all shareholders of this group.

Carnita Low

executive
#21

Mr. Chair, there's an additional part to this question, and I'm going to read it. It's also from [ Tracy Davies ], and it reads as follows: The group's remuneration policy commits to always ensuring that management should never do better than shareholders. Earlier this year, Mr. Pullinger said that the group believed that the President was right to ask business leadership to step up and make sacrifices given what is at stake in our country. The group has now rewarded COVID-19 instrument retention bonuses to senior management because previous year's incentives may not vest due to the COVID crisis. These bonuses are not linked to performance, are in addition to management's already extremely generous remuneration and dwarf any salary sacrifices made in response to the President's call. Mr. Jardine has also said that management should be recognized when navigating a severe operational challenge. I, therefore, have 3 questions. The first having already been addressed. The question she asked as well as isn't this what management is already paid enormous packages to do.

Louis Von Zeuner

executive
#22

Gee, I can respond. I think, firstly, the Remuneration Committee and Board goes through a very thorough exercise every year to assess the level of remuneration obviously. I can categorically state that we believe our executives are well remunerated but fairly remunerated and definitely not at the upper end of the market. So we constantly look at these comparative information to assess that we are not out of line with competitors and other role players in the market. I think as for sacrifices, one should stand back and look at 1 or 2 events, firstly, Chairman, to draw the attention to the nonvesting of the 2017 awards, where the Remco had the discretion to change the rule of that scheme, we did not do that. And therefore, 2017 did not rest with the likelihood that '18 and '19 will not vest either because of the ROE knockout. I think those 3 years of awards, if one compare the allocation to the awards of COVID, is really 50% of what those awards were made in '17, '18, '19. And I think what is important is that we have applied several other measures by not allowing salary increases, deferring of cash bonuses, senior managers making 30% contribution, as requested by the President to our SPIRE funds. And I think there are now multiple years of nonvesting of executive awards. I think one can, therefore, say that there has indeed be sacrifices. As there has been impact on shareholders, one can look in our integrated report, the wealth of senior executives and the impact that a lower share price and the economy at large had add on that. So with an award that will give us 4 years of retention and ensure recovery to the levels of performance of 2019, plus the sacrifices made by our senior executives, it was the view of the Remuneration Committee and the Board that a 50% of what was initially awarded -- and let me be clear also that only in 2023 can there be a vesting of an LTI and a COVID award. It's in 2021 and '22, it's either of the 2. So Chairman, we debated this, and we felt at the time that, that was in the interest of all shareholders and stakeholders and fair to management that we put this award into play.

William Jardine

executive
#23

Okay. Thank you.

Carnita Low

executive
#24

Thank you, Mr. Chair. Ms. [ Davies ] noted that we started with the wrong part of question first, so we apologize to her for that. But she does have a third part to her question, which is -- says, please can the Chair of the Remuneration Committee to tell us whether or not dividends are paid on shares that have been awarded but have not vested? If so, where are these amounts disclosed in the remuneration report?

Louis Von Zeuner

executive
#25

Chairman, I would like to bring in the -- Harry on this matter. And where it comes to the detail of that nature, I think he is best suited to respond to that question. Harry?

Hetash Kellan

executive
#26

Thank you, Chairman of Rem Committee. No dividends accrue on any of their LTI structures, so these are not shares with dividends. So there's 0 to disclose in totality.

William Jardine

executive
#27

Thank you. Are there any other questions?

Carnita Low

executive
#28

There are. We have a question from [ Asif Muhammad ]. Chairperson, can you please give the rationale for giving management additional incentives as current awards and incentives was not in the money? Can you address why management only get upside substantial rewards but do not share in downside pain when profits are under pressure? Are you and the Board reinforcing the view and encouragement of the ugly face and greed of capitalism? I echo the valid and justified comments of [ Tracy Davies ].

William Jardine

executive
#29

Thank you very much. Louis?

Louis Von Zeuner

executive
#30

Yes. Chairman, I note the question and some of the comments to the latter part of the question. I think what is important is that I, again, refer back to if we look at the incentive that was put in place, management, in all likelihood, as I have said, 2017 did not vest. 2018, in all likelihood, will also not vest because of the ROE knockout; and likewise, we think for 2019. So if you look at the detail of the CEO remuneration in our integrated report, you will see the quantum that I have referred to of only 50% of what was awarded now coming into play in the event of the COVID scheme. In terms of the executives and downside, again, minimum shareholder requirements to our executive management also will demonstrate the impact on the share price had on personal wealth invested into FirstRand. And again, if you look at our senior executives, way in excess of the minimum requirements that is in place. So as a Remuneration Committee, I think we also debated that matter and felt comfortable that this is not in the case of only upside to management. I think when you defer payments to 2021, as is the case with cash, with the mandate to the Remuneration Committee to defer it further, the discretion of the Remuneration Committee with downside adjustments to reward into the future, I think it is a clear evidence that management and the executives take the same pressure, and by that doing, the Remuneration Committee honoring the commitment that manage will not outperform the shareholders. I think what is also important is that one must understand that the impact of an economic environment that is problematic, yes, and indeed, problematic to everyone. One must also pay and give recognition for the job that management has done in the first 9 months of the financial year, how management has navigated us through getting the organization ready for COVID and now also the recovery. And I think if you read the integrated report, you will find a very detailed and [ thorough ] and enhanced scorecard that has been put in place with a balance between the ESG principles and financial performance, which, in a way, is an even more strict application of performance, conditions into the future. And my last comment, Chairman, is that this group has and as is demonstrated by an assessment of the levels of reward, has acted with great responsibility in the past as is borne out by the fact that our senior executives is not the top remunerated executives in the market. I think that responsibility and that application of our judgment as a Remco will continue to remain as we honor our remuneration going forward. All of this taken into account where -- and the Remco felt comfortable with the decision that we have come to and also being very sensitive to the conditions of South Africa and its people at large.

Carnita Low

executive
#31

Thank you, Mr. Chair. We have a question from [ Christopher Logan ]. [indiscernible] remuneration advisory endorsement resolutions, it stands out that FirstRand has a great remuneration philosophy and policy, as set out on Page 108 of the integrated report, which stresses alignment. Can the Chairman please advise what are the specific minimum shareholding requirements to ensure longer-term alignment, as mentioned in the LTI narrative?

Louis Von Zeuner

executive
#32

Harry, I will unfortunately have to look at you again in terms of a detail of the minimum shareholder requirements. Harry, if you could help me.

Hetash Kellan

executive
#33

Thank you, Chairman. The details of minimum shareholding requirement is actually disclosed on Page 174 of our annual integrated report, the summary of which is management -- senior management are required to hold a value of at least 50% of the prior 3 years LTI that vested post-tax, i.e., 50% of what was vested over the last 3 years post-tax. That policy was implemented in 2017. Individuals allowed a 5-year period in which to build up the minimum shareholding requirement. The first test of which will be September 2022.

William Jardine

executive
#34

Thank you.

Louis Von Zeuner

executive
#35

Thanks.

Carnita Low

executive
#36

Thank you, Mr. Chair. We have another question from [ Greer Blizzard ]. Good morning, Mr. Chair. This question is for the Chair of the Remuneration Committee. FirstRand commits to ensuring that people get paid fairly for their work and that no employee is paid less than a living wage. One of the objectives of FirstRand's remuneration policy is to promote positive outcomes and fair transparency and consistent remuneration practices. As such, will FirstRand commit to disclosing the gap between its highest-paid and lowest-paid employees in order to enable the shareholders to assess FirstRand's commitment to transparent remuneration practices and payment of a living wage?

Louis Von Zeuner

executive
#37

Thank you, Chairman. I think what is important is also then to highlight that the bulk of employees obviously forms part of a bargaining unit where there are engagements with the unions that oversee the activities of this group. And I think a level of oversight from those entities are obviously quite important. I think I would like to draw attention again to our comment in the integrated report that as we are in a 1 in 100-year event at the moment, and as the Chairman said at the start of this meeting that this new normal is now upon us, you will see that in our focus areas for the Remuneration Committee going forward that we undertake to engage with all stakeholders in refinement of our remuneration policies and approach. In terms of what will be disclosed in future, at this stage, I cannot make that comment. It will surely be something that we will deliberate at the Remuneration Committee, but can I give the comfort to say that, as we have a specific focus at the top earners in the organization, so we have a focus to the bottom end rewards as well. And that, we will continue to do to see how we ensure that we stay with our principle of fairness and equality in reward for the work and the complexity of the work being done. And I'm sure as we look at information from the market and studies they are being done at the moment, this will surely be a topic that will be further deliberated in upcoming Remuneration Committee meetings.

William Jardine

executive
#38

Thank you.

Carnita Low

executive
#39

Thank you, Mr. Chair. The next question is from [ Anthony Walker ]. Just curious as to why other banks haven't awarded COVID bonuses then and why the execs should receive a COVID bonus as well as their other bonuses in the third year if they come above water. In other words, they get a kicker in the third year. By this stage, they will have other incentives to look forward to. As to the sacrifice, this amounted to approximately 1.92% of the total package of the CEO. Please let's not tout this as a sacrifice.

Louis Von Zeuner

executive
#40

Chairman, I think the actions of other banks, I can obviously not speak to. But I have little doubt that in terms of our disclosure to the market and in some instances, having to go first that it will be interesting to see how other organizations, banks and so forth will deal with the impact of COVID on the reward. And I think there are signs out in the market already on that. In terms of the third year, where there is a possibility then that your 2020 LTIs and 1/3, and I want to emphasize only 1/3 of the COVID award can vest in 2023. I think we debated and shared with the audience here today our sentiment on retention. I think, as I have indicated the likelihood that, by 2023, there will have been multiple years of nonvesting of awards to senior management as well as the fact that, in 2023, we have got the target set for a return to performance levels of June 2019, that if one take all of that into account as well as the additional upside that we have our senior executives locked in for a period of 4 years. We felt that the vesting of the 2020 LTI, plus 1/3 of the COVID award, will be just a reward for an effort of substance at that stage. But we have also in our engagement with investors and shareholders made it clear that we honor the principle that management cannot outperform the shareholder. And I want to just add that albeit that the current environment and climate makes it rather difficult to commit on certain targets, mindful that this discussion of the COVID instrument took place in June, July of this year, let's focus also on some of the performance indicators highlighted in our annual report where we refer to FRM principles, issues of capital, issues of the health of franchises. So the mere fact that this is a time-based vesting instrument is absolutely correct. But there are very clear performance indicators that the Remuneration Committee uses in the consideration of award or application of its judgment that I think will, again, when we get to that stage, demonstrate the responsibility by which this Remco and Board look at the reward of our people.

William Jardine

executive
#41

Thank you.

Carnita Low

executive
#42

Mr. Chair, there is a question which we'd like to acknowledge from [ Chris Logan ]. It relates to financial and historic performance. If I can request the meeting to allow us to answer the remuneration questions first, we will revert to Mr. Logan's question as soon as we completed all the remuneration policy and implementation questions. And in that respect, the next question is from [ Emma Shuster ]. Please can the Board commit to sharing the research that the Chair of the Remuneration Committee referred to in relation to fears that senior executives will leave the group if their long-term awards are not paid?

Louis Von Zeuner

executive
#43

Chairman, again, I think one note, this question, and we will obviously deliberate on this. I think the one thing that we had ourselves in is the -- firstly, the integrity of this institution, the integrity of the Board and therefore, the integrity of the Remco. I think our track record as a Remco and a Board in terms of how we have performed, and I want to again emphasize the fact that the Board and the Remco had the full discretion to allow a 2017 scheme to vest. We did not. We did not change the rules. So I hope that the manner in which we discharge our duties, and have done in the past, will give us the vote of confidence of shareholders that we will act with this in a responsible way. I would not, as an individual, I mean, commit now to say that information will be made available. But we will deliberate it in the Remco, and I'm sure that we will, in our deliberations, decide on the appropriate information that should be made available where needed to substantiate and the decisions that we have taken. We pride ourselves in that. And as I say, our value systems and integrity is something nonnegotiable, and I'm sure that the disclosure of information into the future we will act in a manner that, that aspect does not become questionable.

Carnita Low

executive
#44

Thank you, Mr. Chair. We have another comment and question from Mr. [ Asif Muhammad ]. With respect, Chairperson, the response by Mr. Von Zeuner on behalf of the Board, to [ Tracy ] and my questions is just unacceptable. What the Remuneration Chair is saying is that management will always win at the expense of shareholders. Are the Board and Mr. Von Zeuner listening to our comments and questions? Does not seem so in my opinion.

Louis Von Zeuner

executive
#45

Mr. Chairman, I would refer and then hand back to you also to comment on the statement. But in the integrated report that we have published, on Page 108, we do give the undertaking to our shareholders, and we do listen to these comments. And we make the statement that management cannot outperform or do better than our shareholders. And that principle, we will apply. And in application of that principle, it will mean that if there's downside, it will apply to management, and they will not outperform the shareholder. That is, in terms of our philosophy, the undertaking that I can give. And I think we have honored it in the past, and we've honored it in how we dealt with issues this year as well.

William Jardine

executive
#46

Okay. Thank you very much. I think Mr. [ Muhammad ] and [ Tracy Davies ] as well, I was holding my comments to the end, but I'll make them now. I think the issue of inequality in our society is a burning platform for all of us, and this Board is very mindful of our social context. Executive remuneration in general globally is a matter of huge attention, and it's something that we are very mindful of. Our appreciation for our social conditions are reflected in the numerous activities that we have in society, and we can share some of the detail with you if you're not aware of those. So it is not an issue that we take lightly. The deliberations of this Board when it comes to remuneration and executive remuneration in particular takes that into account. We are also mindful that FirstRand is a systemic institution. And as we deliberate on remuneration, of course, we do look around us and see what's happening in the market. But that's not a target for us. And that's why our Chair of our Remuneration Committee has pointed out that by no stretch of the imagination are our executives remunerated way ahead of our peers. And so the focus for us, and we are the first out of the starting blocks on this, is to stabilize FirstRand through COVID. And again, Ms. [ Davies ], I did say that our team here have responded in a stellar fashion to a circumstance that no one anticipated. But to really be clear, we want FirstRand to be standing strong post-COVID, and we think that the measures that we have taken will go a long way in doing that. Now very clearly, shareholders are not pleased with the COVID instrument as it was constructed. But I want to point out that, over the past few years, and the integrated report points this out, we have been on a journey with our remuneration architecture. You'll see that our executives received no increases. The bonus pool was well below the profits and also the issue of pay mix. We've started to move down a road of changing our pay mix to be heavier -- to be weighted more heavier to the long-term incentive scheme. So all of these issues taken together brings us to the point where we are this morning. And I want to assure you that we'll continue to move in the right direction on these matters. But certainly, we are mindful and appreciate the state of society, specifically here in South Africa. So thank you. Are there any other...

Carnita Low

executive
#47

There is another question, Mr. Chair, from Mr. [ Shakir Pratab ]. I agree with the points raised by my fellow shareholders on remuneration. As FirstRand has not declared a final dividend, why has there not been any salary sacrifice being made by the Chairman and the executives due to COVID-19, as is the case with large corporates in the U.S.A.? Our own shares in Citibank, JPMorgan and BNP Paribas. I have been very impressed by the performance of Jamie Dimon's management of JPMorgan and the impressive performance of JPMorgan's share price after COVID-19. I made my investments in banks after the impact of COVID-19, and I found that FirstRand's share price performance has lagged compared to my investments in JPMorgan, BNP Paribas and Citibank. As South African banking investments go, I view FirstRand as a top-tier international bank, at the same level as JPMorgan, Citibank and BNP Paribas. However, FirstRand has not paid a dividend, whereas Citibank, JPMorgan have been able to still declare dividends due to an excellent performance despite COVID-19.

William Jardine

executive
#48

Okay. Thank you, Mr. [ Pratab ], the executives and certainly, I, as the Chairman, have made that sacrifice earlier this year in response to the request from the President. I think that the -- with regard to dividends, the -- we, guided by our prudential authority, have issued a guideline in that regard, and it is something that we will take our lead from them. I think FirstRand is operating in economic conditions in South Africa that are specific to South Africa. And so I think your comparatives can certainly be discussed more fully with you should you wish to pursue that discussion. Thank you. Are there any other questions?

Carnita Low

executive
#49

There is another question. Mr. Chair. It's from [ Christopher Logan ], and it reads as follows: FirstRand prides itself on its historic performance and very well done in this regard. However, it stands out that Capitec, market cap ZAR 149 billion, is consistently outperforming FirstRand. For instance, on 4 March 2018, the FirstRand CEO was quoted in the Sunday Times as stating that we have upped our game relative to Capitec. For a long time, we allowed them too much runway. However, since 4 March 2018, Capitec has outperformed FirstRand by 2.5x on share price. Can the Chairman please advise whether FirstRand is moving fast and clever enough and is not in danger of being eclipsed by the likes of Capitec?

William Jardine

executive
#50

Thank you, Mr. [ Logan ]. Without getting into specific competitors, this Board regularly scrutinizes the approach of our business to competitors. We know that the landscape has changed over the years, and that means that our teams have to raise their game, and it is something that this Board monitors very carefully and closely at every Board meeting through our divisional boards and at periodic strategy sessions. So I want to reiterate that I firmly believe that FirstRand is doing everything possible to stay ahead of the game. I think to add a bit of color, maybe I should ask our CEO if he would like to comment. Alan?

Alan Pullinger

executive
#51

Yes. Thanks, Jay. I think Mr. [ Chris Logan ] raises some, I think, valid and important points. I just -- I mean, I guess it is important just to appreciate the -- where FirstRand is relative to a Capitec. I mean we are a large, mature systemic business. Jacques Celliers reminds me often that we are 182 years old. And just to put that into context, for us to achieve sort of nominal GDP-like growth on our sustainable earnings base per annum, that is almost finding a 50% of a Capitec every year. That's what we have to add to our earnings stack. So I think Capitec is clearly valued as a gross stock. I think it's been justified by the history that they've been able to deliver into. They also value currently as probably one of the most expensive banks globally. So they were a very different business. We're valued as a high-return compounder. We've had an impressive track record of financial metrics, which we hope to get back to. Just to -- in terms of kind of taking out the challenge, which is kind of what I sort of take from Mr. [ Logan's ] comments, I mean, let's be clear. We don't like collecting silver medals as a group. We don't have a large space in our sort of our trophy cabinet for silverware. We want to take first spot, and so we're very happy to kind of take that on. As I said, we've tried to bring a tough fight to Capitec. Clearly, they've got some momentum that they've built into their business model. But I do think from 2021, I think you're going to see FirstRand emerge. We're going to get back as soon as we can to our historic track record of delivery for shareholders. Again, we're confident that dividends are going to come back as well. And I think you're also going to see a different competitive position coming out of FirstRand. So I'll take it as a positive comment. I agree a lot with Mr. [ Logan's ] comments, and we up for the challenge.

William Jardine

executive
#52

Thank you very much. Are there any other questions?

Carnita Low

executive
#53

Mr. Chair, there's nothing on the chat at the moment. Could I propose that we proceed with the resolutions at this stage. It would be really good.

William Jardine

executive
#54

Thank you very much. Thank you very much to everyone who asked questions. We now turn to special resolutions for adoption. Approval for the special resolutions that follow requires 75% of the votes cast by shareholders electronically or represented by proxy. The 11th item on the agenda is for special resolution #1, the general authority to repurchase ordinary shares. The resolution is proposed to enable the company and/or its subsidiaries in terms of a general authority to acquire the company's issued shares from time to time. The motion is put to the meeting. Are there any questions at this stage?

Carnita Low

executive
#55

No questions at this stage, Mr. Chairman, coming through.

William Jardine

executive
#56

Thank you very much. The 12th item on the agenda is for special resolution #2.1, financial assistance to directors and prescribed officers as employee share scheme beneficiaries. The company, through its wholly owned subsidiary, FirstRand Bank Limited, lends money in the normal course of its business to directors and prescribed officers of the company or of a related or interrelated company. The motion is put to the meeting. Are there any questions at this stage?

Carnita Low

executive
#57

I see no questions coming through, Mr. Chairman, on this particular resolution.

William Jardine

executive
#58

Thank you very much. The 13th item on the agenda is for special resolution #2.2, financial assistance to related and interrelated entities. The company may provide loan financing and other support to any related or interrelated company or corporation within the group in the normal and ordinary course of business from time to time. The Board of Directors has authorized the company to provide any direct or indirect financial assistance per special resolution 2.1 and 2.2. The motion is put to the meeting. Are there any questions at this stage?

Carnita Low

executive
#59

I see no questions coming through on the chat still, Mr. Chair.

William Jardine

executive
#60

Thank you very much. Then the 14th item on the agenda is for special resolution #3, remuneration of nonexecutive directors with effect from 1 December 2020. The notice proposes a 0% increase for nonexecutive directors' remuneration effective from 1 December 2020 until the next Annual General Meeting. The nonexecutive directors have unanimously agreed that no fee increases will be applied and that the fees for the period commencing 1 December 2020 until the next Annual General Meeting remain the same as the fees approved by shareholders in 2019 to the meeting. Are there any questions at this stage?

Carnita Low

executive
#61

Still no questions feeding through, Mr. Chairman. Nothing at this stage.

William Jardine

executive
#62

Thank you very much. The last item on the agenda is to transact any other business that may be transacted at an AGM. Notice has not been received of any other business, and this, therefore, concludes the matters upon which you are required to vote. I will now allow any additional questions pursuant to the resolutions tabled at today's Annual General Meeting that have now already been answered to, and they can be discussed before closing the voting. Please be reminded to cast your votes as the voting will close immediately after this question-and-answer session. Are there any additional questions?

Carnita Low

executive
#63

Mr. Chairman, there is a question from [ Asif Muhammad ]. It's under general. Chairperson, FirstRand's BBBEE certificate scores well for financial access products, 10.5 out of 12 points. Can you please give us examples of products and the preferential pricing relating to traditional products that qualify as access products?

William Jardine

executive
#64

Okay. Thank you very much, Mr. [ Muhammad ]. Alan, can I ask you or Jacques, anyone on the team?

Carnita Low

executive
#65

Jacques is on the call, Mr. Chair.

William Jardine

executive
#66

Jacques Celliers is the CEO of...

Carnita Low

executive
#67

FNB.

William Jardine

executive
#68

FNB is on the call. Jacques, can you share a few of the product types with the meeting.

Jacques Celliers

executive
#69

Mr. Chair, I'm just checking if you can hear me.

Carnita Low

executive
#70

We can hear you well.

William Jardine

executive
#71

Yes. Thank you.

Jacques Celliers

executive
#72

Thank you, Chair. So yes, this -- the last few years actually has been an incredible year -- a few years for us, I think the broader industry as well as we've taken this challenge to give access, broader access to financial services across the industry. And it starts with -- in the retail world, everything from the sort of basic remittance product called e-wallets, which, as you know, we have more than -- close to 3 million customers who actually live on e-wallets as a product and as a bank account that actually do most and get by with the traditional banking requirements just averaging an e-wallet. That then is supported as a step-up into what we refer to as an Easy Zero product, which is a free account. And both of those at the bottom end of the market, we focus a lot on facilitating access and making it easier for people to get by. Even from a regulatory perspective, we've been given good support from the regulators to allow us to give sort of free access. And I think if you had to add the client basis on our free entry-level products, we are -- we're very, very comfortable and very grateful actually for the ability to have done it at the retail level. And then similarly, over the last few years, we've worked hard on the bottom end of commercial to introduce proper access products. And we have, as you would have seen in the market, even a 0 fee product into that basic entry level for business. And again, simplified the process is so much that we even sort of celebrate the fact that you can open these accounts just with a selfie and very, very simple access accounts. And then obviously, that then starts touching even deeper into how do we access credit, which is the next thing that people want to then start accessing. And as soon as we get transactional activity through these basic entry-level products, we're able to give much more sophisticated score-based credit access as well. And then that takes it into a deeper execution into what we have in merchant acquiring through giving little merchants capabilities to do acquiring, so we can get off the cash capabilities. So there's a massive stream of value propositions at both the bottom end of retail as well as the bottom end of commercial, which we're very proud of and very happy with the growth we're seeing out of those. And ultimately, that's where we'll answer the competitive forces coming at us. And so lots of our initiatives and our revenue streams that we've had to adjust over the last few years and value propositions or related to that. We've also taken a lot of care to reduce the mechanisms that people would access these things through. So for example, all of our additional platforms are available, generated from a technology perspective. So it doesn't cost people money to access their bank accounts. People would typically say, yes,, but I need to use data. And those are -- that's expensive for me. So 0 rate, it makes it easier. And then we also allowed for access through all forms of technology. So it's not just explain -- complicated devices or smartphones. We allow the massive USSD cell phone banking base. So all of these elements at the bottom of the market, we're actually quite proud of the value props. But clearly, lots of opportunity to further scale that. Thank you, Chair.

William Jardine

executive
#73

Great, great. Thank you, Jacques. Are there any other questions?

Carnita Low

executive
#74

Mr. Chairman, under general, we have a question from [ Greer Blizzard ]. Good morning, Chair. My question is for Mr. Kruger, Chief Risk Officer. FirstRand's energy financing policy provides a list of international standards and best practice, guidelines, which will be applied in relation to oil and gas-related activities. FirstRand refers to these as enhanced due diligence. However, except for a small section of the equator principles, this extensive list of compliance criteria is not relevant in the context of the climate crisis. And none of these standards and guidelines are designed to assess whether a project should go ahead at all on the basis of its climate impact. How do any of these instruments assist FirstRand in assessing the climate risks associated with oil and gas activities? In particular, how do they assist FirstRand in assessing where the new oil and gas projects are compatible with the goals of the Paris Agreement and with FirstRand's commitments as a signatory to the principles of responsible banking? Mr. Kruger is online. Yes.

Gert Kruger

executive
#75

Thank you, Chair. The question is correct in highlighting the fact that these guidelines do not provide go, no-go criteria. Instead, they highlight areas that need to be assessed, areas that need to be explored and areas that they need to go into the decision-making. And that's a way that we approach these. We also approach it with the context of each country where we do financing. Each country's transition path looks different. And as a consequence, we look at both the environmental as well as the social consequences when we assess the financing. For example, when you look at the consequences in terms of Mozambique's trajectory and the role the gas plays there, it plays out very differently to South Africa. It plays out very differently to Nigeria. And as a consequence, we use those tools to help guide us on where we need to focus our due diligence. In terms of specifics and cutoffs, we make use of Excel specialists. And in many occasions, reach out directly to players like the IFC and similar in terms of looking at emissions targets and looking at emissions averages in the particular jurisdiction. When there's outliers or where it's not compatible with the objectives of that particular geography, it gives rise to additional work on that. We certainly use that then ultimately to decide whether to proceed or not to proceed. At this stage, there are not global standards covering each and every one of those. As it emerges, we will add it to our toolkit in terms of giving the decision on these projects.

William Jardine

executive
#76

Okay. Thank you, Mr. Kruger. Are there any further questions?

Carnita Low

executive
#77

There is another question from Robin Hugo. Good morning, Mr. Chair. Robin Hugo from JustShare. FirstRand's August 2019 policy on thermal coal financing indicates that FirstRand's total coal portfolio, which includes new coal financing will, by 2024, be limited to below 2% of the total group loans. According to the 2020 supplementary climate change disclosure, FirstRand's 2020 coal exposure, which refers only to thermal coal mines, makes up 0.1% of the total group loans, up from 0% in 2019. Does this mean that, over the course of the next 4 years, FirstRand plans to increase its exposure to thermal coal?

Gert Kruger

executive
#78

I have to respond, Mr. Chair. No, the reason why you are seeing it at such low values is because we include both revolving credit exposures for general financing as well as project financing exposures in there. When corporates draw on their revolving lines, that number will go up as at reporting period, there was very limited drawing on the revolving credit lines, and that is why the region was small. Had the corporates drawn in full on their revolving lines, that number would have been just marginally over 1%. And as a consequence, we cater for the fact that, at different cyclical times, they might be drawing on lines of credit for general business purposes. And that is the context of the 2%. The 2% does not signify the fact that we want to grow that large scale. In fact, the qualitative elements of the policy is outlined there in terms of very limited circumstances where we will do additional coal financing. So that's a broader context what we are contemplating in future to provide more information for shareholders to be able to understand better the likely range of revolving credit exposures as part of that number.

William Jardine

executive
#79

Thanks, Mr. Kruger. Are there other questions?

Carnita Low

executive
#80

There is another question from [ Emma Shuster ], Mr. Chair. FirstRand's energy financing policy says that FirstRand recognizes there is an urgent global need for the world to transition to lower environmental impact energy sources. It also says that given the markets in which it operates, FirstRand needs to manage the competing priorities of economic growth and job creation versus climate change. Africa is particularly vulnerable to the physical risks of climate change. Failing to take urgent climate change action will mean social, environmental and economic devastation. This is why climate risk is recognized as a material financial risk and why it is so essential for the financial sector to take urgent action. FirstRand's statement about the economic growth and job creation being a completing priority to climate action appears to indicate that the bank fundamentally misunderstands its role in the crisis. Can the Board acknowledge that FirstRand's positioning of climate action as being in a position to economic growth and job creation is incorrect?

William Jardine

executive
#81

I think the -- I'll answer that question. We have been very clear as a Board that the climate crisis that we face globally is one that we need to be part of the solution. And last year, we undertook that we would publish a road map on how we intend dealing with climate, which we have done. It's in the integrated report. We've also, in the past year, become signatories to the TCFD and Principles for Responsible Banking. I think the way in which we have worded our integrated report should not be mistaken to take a binary approach. It's either climate or the economy or jobs. I think particularly in the South African context, where coal is 90% of our energy and we have major employment and unemployment issues in our society, we certainly believe that, in moving towards dealing with this climate emergency really, we can, in fact, be part of a solution of creating jobs along the way. So it's not a binary argument. I think what he does point to is that, in particular in South Africa, the requirements for a transition and the just transition will require all of the social partners really. Financial institutions and banks alone are not going to solve this problem. The government, trade unions and all of society needs to be on the same page in terms of how we move away from a coal-based economy into an economy that derives its energy for more sustainable and renewable energy sources. And you will also see in our integrated report that we have disclosed the weighting of our renewable energy lending, which is quite substantial relative to the rest. So no, we do not believe it's an either/or approach when it comes to climate financing. I trust that I've been clear in answering that question. Thank you very much.

Carnita Low

executive
#82

Mr. Chair, there's one final question for Mr. [ Shakir Pratab ], who seemed to have some challenges in getting on registering with -- for the AGM. And his question is, "My question is for the Chairman. Please can I respectfully ask for better communication from the company secretary's office? I struggled to register for the virtual AGM, and I tried to contact the company secretary's office to obtain assistance to register for this AGM. I found it very difficult to contact and speak to the company secretary or a representative from your office to assist me to register for this AGM. I am impressed to be able to attend this AGM as a shareholder, and I think that the growth in digitization is a benefit for COVID-19. I also own shares in property rates, such as Growthpoint, [ Atec ], Redefine, Remgro and Compagnie Financière Richemont, and the company secretaries at these large South African corporates were much more easily accessible and supportive to me as a shareholder than FirstRand's company secretary." Mr. Chair, if I may acknowledge Mr. [ Pratab's ] statement, we will certainly note it. Just to also say that we are delighted that he was able to actually access it and join us today. We did attempt to contact him, and he was unable to chat to us at the time. But we will certainly improve our process for our next virtual round of AGM should we proceed in that way and thank him again for his feedback, Mr. Chairman.

William Jardine

executive
#83

Great, great. Thank you very much. Thank you.

Carnita Low

executive
#84

There is another question, Mr. Chair, from [ Emma Shuster ]. According to its climate change road map, FirstRand intends to set a science-based emissions reduction target for the group's financed emissions and consider appropriate decarbonization target in Phase 4, which means in 2024, 2025. Given the urgency of this crisis, which FirstRand has acknowledged in its integrated report, what is preventing the bank from setting targets sooner and then increasing their ambition over time?

William Jardine

executive
#85

Good. Can we ask Mr. Kruger to respond to that?

Gert Kruger

executive
#86

Thank you, Chair. It's important to realize how our emissions arise, whether we are contributing directly to emissions or indirectly through the way that we finance. And it is clear that the latter is actually where the big impact is. The problem that we're facing at the moment is that there's no universally agreed methodology to determine precisely what the indirect emissions accounting is when you do financing, for example, when we finance a home loan, when you finance a vehicle, when we finance all of that. We are participating in the industry committees in the [ PKF ] work, specifically the carbon accounting, to be able to quantify those indirect emissions. And that is what is holding us back to put out a target right now. If we only had to put out a target for our own emissions in terms of branches and others, that's not where the big impact lies. The big impact lies in terms of the indirect consequences in terms of what is the emissions that we are really financing through the organization. And that is where the standards are still evolving. Internally, we are definitely working on drafts of that. But we don't believe externally that we would be able to give a coherent external standard in terms of the indirect emissions targets, which is the one that you really need to master.

William Jardine

executive
#87

Okay. Thank you. Thanks, Gert. Are there any other questions?

Carnita Low

executive
#88

Mr. Chair,, there is another question from [ Shakir Pratab ]. In Europe, major banks, such as BNP Paribas and others are struggling with lower income from retail banking because of negative real interest rates. The major banks in the U.S. are also concerned about lower income from retail banking as the U.S. faces the risk of negative real interest rates as is the problem in Japan and Europe. I made my investment in BNP Paribas now because of the low share price of BNP Paribas compared to its share price in the past. What is your view on the risks of negative interest rates in South Africa in future?

William Jardine

executive
#89

Thank you very much, Mr. [ Pratab ]. I'm going to ask Alan Pullinger, our CEO, to respond to that question.

Alan Pullinger

executive
#90

Thanks, Chair. We think the risk is -- of negative rates in South Africa is very low, although our house view does assume that interest rates are going to remain lower for longer. And so given the indebtedness that you've seen in many, many countries, and South Africa is not different, but certainly, global indebtedness has increased significantly, and central banks in many, many countries in the world are following, if you like, financial repression, where they are keeping the sort of the short end of the curve very low. And in some countries, you have seen that those rates have turned negative. We don't think that's going to happen in South Africa, but we do expect rates to remain lower for longer in South Africa. And just bear in mind, policy rates at the moment in South Africa are at about a 55-year low at the current level. And of course, there is a big impact of that for banks. And as the commentator has pointed out, of course, it has a big impact on the endowment earnings of banks. So we don't think rates are going to be negative here, but we do expect them to remain low.

William Jardine

executive
#91

Thank you very much. Are there any other questions?

Carnita Low

executive
#92

Mr. Chair, I cannot see any other questions coming through on the question feed.

William Jardine

executive
#93

Okay. Thank you very much.

Carnita Low

executive
#94

Nothing, Mr. Chairman.

William Jardine

executive
#95

Great. Thank you very much, and thank you to everyone for asking their questions. As all questions have now been addressed, there is no further business to attend to in terms of the notice convening this meeting. I will now close the voting, and the results will be displayed shortly. Thank you very much. All resolutions have been passed with the requisite voting requirements with an exception of the remuneration policy and the implementation report. The Board notes that the requisite percentage of shareholders have not endorsed the remuneration policy and implementation report. The Board will engage with shareholders on this, the timing of which will be advised to shareholders. On behalf of the Board, I would like to express my sincere gratitude to the retiring directors, Ms. Nzimande and Ms. Bomela, who are stepping down at this meeting, and I want to thank them for their valuable contribution over their tenure and wish them well in their future endeavors. Also, I would like to thank Mr. Herman Bosman; and Paballo Makosholo, who have both stepped off the Board during the year. A further extension of this gratitude is also extended to management -- to the management team for their courageous response to the COVID-19 pandemic and outstanding commitment in supporting our customers. I hereby I also thank you, the shareholders, for your attendance and support. I now declare the meeting closed. Thank you very much.

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