Naspers exec pay under fire as shareholders vote against policy again

Cape Town – Naspers ordinary shareholders have again rejected the company’s executive remuneration policy, highlighting continued investor dissatisfaction with how senior executives are rewarded despite a modest improvement in support from last year.

According to News24, ordinary N-shareholders voted against the remuneration policy at Naspers’ annual general meeting on Wednesday, although the level of opposition was lower than in 2025.

The vote is non-binding, meaning the rejection does not prevent the company from implementing its remuneration policy.

The latest vote comes amid broader concerns over executive compensation at Naspers and its Amsterdam-listed technology subsidiary, Prosus.

Moneyweb, reporting on Bloomberg’s coverage of the AGM, said major institutional investors had raised concerns about both executive pay and the companies’ unequal voting structure.

Major point of contention

At the centre of the controversy is Prosus CEO Fabricio Bloisi’s remuneration package, which includes a performance-based “moonshot” award with a notional value of about $100 million (R1.6 billion), alongside long-term incentives worth about $33.8 million (R538 million). Investors have questioned whether the potential payout is proportionate to performance.

BusinessTech, citing Bloomberg, reported that investors including Norway’s Storebrand, the Netherlands’ Van Lanschot Kempen, Norges Bank Investment Management and the California State Teachers Retirement System had raised objections to aspects of the companies’ remuneration and governance arrangements.

A major point of contention is Naspers’ dual-class share structure, under which certain A shares carry 1,000 votes per share, compared with one vote for ordinary N shares. Critics argue that the structure gives a small group of shareholders disproportionate control and can effectively override opposition from ordinary investors.

Shareholders 

The issue has been raised repeatedly at Naspers AGMs. Company records show that in 2025, about 71.4% of N-share votes opposed the remuneration policy, but the resolution was nevertheless passed because of the voting power attached to A shares.

Naspers has defended its approach, saying its remuneration principles are based on paying for performance, aligning rewards with shareholder outcomes and achieving the business plan.

The company also says it has engaged extensively with shareholders and made changes to its remuneration framework in response to their concerns.

The company’s 2026 results showed strong financial growth, with group revenue rising 51% to $10.8 billion, while ecosystem adjusted EBITDA increased 84% and adjusted EBIT rose 95%. Naspers said all of its ecosystems had reached profitability during the financial year.