Spar’s four executive directors cost the retailer north of R58.8 million in salary packages in 2025.
Spar will hold talks with unhappy shareholders about executive pay after more than 60% of those who are eligible to vote rejected the retailer’s remuneration policy.
According to the retailer’s Stock Exchange News Services (SENS) published on Wednesday after the close of the market, all the decisions were approved by the required shareholders at the Annual General Meeting (AGM) held on Wednesday, except for the remuneration policy and the remuneration implementation report, which details how executives were actually paid.
According to Spar’s Integrated Annual Report for 2025, its four executive directors cost the company more than R58.8 million. In 2024, the retailer paid three executive directors more than R43.3 million in remuneration.
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A hard no on Spar executive remuneration
The retailer said only 38.57% of those eligible in the non-binding vote on the implementation of the remuneration policy gave it a thumbs-up, meaning 61.43% gave it a thumbs-down.
Spar also failed to acquire the required 75% threshold in the non-binding vote on its actual remuneration policy, with only 69.54% giving it a thumbs-up.
A remuneration policy sets out how a company plans to pay its executives, including salaries, bonuses, long-term incentives, benefits and the performance targets used to determine these rewards, while the remuneration report explains how that policy was applied during the year by showing what executives were actually paid and why.
Both are important because they give shareholders transparency and allow them to assess whether executive pay is fair and aligned with the company’s performance.
Spar to implement the King IV Report
Although the vote is non-binding and Spar is not obliged to implement the outcome, South African corporate governance rules require the company to engage with dissatisfied shareholders when 25% or more vote against remuneration resolutions.
According to the King IV Report on Corporate Governance for South Africa, a company must initiate a period of engagement if it receives fewer than 75% of votes.
The King IV Report on Corporate Governance for South Africa is a set of guidelines that help South African organisations promote ethical leadership, transparency, and responsible management to ensure good corporate governance.
“The company, in accordance with the Johannesburg Stock Exchange (JSE) Listings Requirements and the recommendations of the King IV Report on Corporate Governance for South Africa, 2016, hereby invites dissenting Shareholders to submit their comments, concerns, questions and recommendations in respect of SPAR’s remuneration policy and implementation report, in writing, to Investor Relations,” read the SENS.
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Virtual meeting for shareholders and board
Spar added that the comments received will be coordinated in preparation for a virtual meeting to be scheduled between such shareholders and representatives of the company’s board of directors.
“Shareholders will be updated via SENS with the meeting invitation details for engagement on their queries in due course,” said the retailer.
“The company’s remuneration committee endeavours to ensure that remuneration across the Group is aligned with its business philosophy and strategy, while creating sustainable value for stakeholders. The Group therefore welcomes constructive engagement on remuneration-related issues.”
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