Business Report Opinion

Executive entitlement - the great value ruse

Published

Presumably when "further details" of the proposed merger between Rebserve and Mvelaphanda Holdings are announced "in due course", shareholders will be able to get an idea of what is involved in the service and restraint agreements that are being signed by key parties to the deal.

According to the announcement issued last month, the transaction's implementation is subject to six conditions, five of which seem straightforward. But what looked unusual was that the transaction was conditional on "the signing of separate service and restraint agreements between New Mvela and each of Tokyo Sexwale, Mikki Xayiya, Stephen Levenberg and Mark Wilcox".

Sexwale, Xayiya and Wilcox are executive directors of Mvelaphanda, and Levenberg is an executive director of Rebserve. As such, they would have played an important role in the transaction and would be expected to do the same in realising its benefits.

It seems surprising to those of us not that well versed in the sophistry of big corporate transactions that the four are now in a position to hold the deal to ransom. But presumably that is how big business is done.

The same four executives "have undertaken that all of their future business undertakings anywhere in the world (other than in the upstream oil and energy sectors) will, for a minimum period of three years from April 1 2004, on the basis of a right of first refusal in favour of New Mvela, be conducted solely and exclusively through New Mvela".

In soccer terms would this be the same as Beckham suggesting to the English team manager that unless he is appropriately awarded before the game begins, he might be tempted to score goals for the opposing side or just not bother scoring at all? It's probably much more sophisticated.

Surely as full-time, well-paid executive directors, the four would be expected to devote to New Mvela at least that part of their energy that is devoted to their working lives?

The whole thing does seem a tad peculiar and suggests that these executives will be hawking deals worldwide if their own company is not keenly interested in them.

And we are all keen to find out the details of the service and restraint agreements they are to sign, in particular the cash involved.

Perhaps shareholders could also be informed of the other restraint payments, or any other one-off payments to directors, that have been made by the groups in recent years.

One thing is certain: when the details are released shareholders will be assured that they are getting really good value for their money. It will be explained that you really cannot expect to get access to such deal flow and empowerment opportunities unless you pay the key individuals handsomely.

If it sounds familiar it is because you have heard it before. Remember also the R400 million acquisition of Edward Nathan Friedland by Nedcor, or the aborted Nail/AMB option scandal in 1998?

Indeed, any time a board explains why it is paying its senior executives so much this is what you hear.

In this day and age it is all about entitlement of the executive class. It is what drives remuneration to increasingly ridiculous heights.

And it is significantly different from that entitlement discussed in reference to the millions of people in townships who are reluctant to pay for water and electricity. Or to the millions of people who would like to have the little bit of money that comes with a job.

The difference is that those millions have little opportunity - this side of the law - to grab the things to which they believe they are entitled.

By contrast our executive class is in control of the resources - they decide who gets what and then back up that decision with reference to strict and objective free market principles.

And we are told about the ease with which executives can secure even better terms from another firm. This attitude means that not only are executives getting ever-larger pay but are receiving generous enticements to do deals that would normally be deemed to be part of their duties.

These huge payments, which are made ahead of any realised benefits or losses, rather than aligning the interests of directors with shareholders, are more likely to fuel value-destroying deal sprees such as was evident in the nineties in the US.

Indeed, perhaps New Mvela is to be commended for being one of the very few firms to reveal the existence of these side deals. It will help shareholders to realise where the value is being allocated in the deal.