MTN Group requires that its executives buy and hold shares at a level in proportion to their annual fixed packages to “align shareholder and executive interests”.

The JSE-listed pan-African telecommunications group’s latest integrated annual report, published on Tuesday, shows the personal stakes that six of its executive directors and prescribed officers hold.

The disclosures reveal that both group CEO Ralph Mupita and senior vice president for markets Ebenezer Asante hold far more MTN shares than is required under the group policy.

As at the end of December – MTN’s 2023 financial year-end – Mupita held 1.12 million shares (directly, and through American depository receipts, or ADRs), equating to 11.1x his annual fixed remuneration package.

At MTN’s share price at the time of writing and the price of MTN’s ADRs – R90.37 and US$4.83, respectively – Mupita’s personal holding in the group amounts to about R101-million.

The resulting multiple of 11.1x his annual fixed package (AFP) is far higher than the 2.5x required under the group personal shareholding policy.

Asante, meanwhile, holds eight million shares (indirectly, via Scancom Ghana), for a multiple of 5x his AFP for the 2023 financial year.

Holdings

Other executives’ holdings are as follows, according to the disclosures in the annual report (again, as of 31 December 2023):

Chief financial officer Tsholofelo Molefe: 119 967 shares for a multiple of 2.1x AFP, above the 1.75x required;
Chief operating officer Jens Shulte-Bockum: 188 355 shares for a multiple of 2.8x AFP, above the 1.5x required;
Nigeria CEO Karl Toriola: 2.11 million shares for a multiple of 3.1x AFP, above the 1.5x required; and
South Africa CEO Charles Molapisi: 52 600 shares for a multiple of 1.1x, below the 1.5x required.

“The target value of shareholding is determined at start and fixed for a five-year period,” MTN explained.

“Annually, each executive is required to accumulate at minimum a fifth of their overall target value – or 20% annually. Direct and indirect shareholding in MTN Group, MTN Nigeria and Scancom Ghana are included in the calculations,” it said.

MTN’s 2023 remuneration report also disclosed that the group’s top executives were paid the following (single-figure remuneration, including short-term share incentives and vested long-term incentive shares):

Ralph Mupita: R80.4-million, up 16% year on year;
Tsholofelo Molefe: R29.5-million, up 49% year on year;
Jen Shulte-Bockum: R53.4-million, down 5% year on year;
Charles Molapisi: R26.9-million, flat year on year;
Karl Toriola: R40.7-million, down 6% year on year; and
Ebenezer Asante: R50.2-million, up 18% year on year.

Board chairman Mcebisi Jonas was paid R5.8-million, including a retainer of R3.3-million. In the previous financial year, Jonas was paid a total of R4.8-million for his services.

MTN, which has come under pressure in the past over its remuneration policy, said it has been working to placate investor concerns. Last year, 95.2% of shareholders voted in favour of the remuneration policy, compared to 60% in 2020, 86% in 2021 and 88.6% in 2022.

‘Stakeholder interests’

“Shareholders vote annually on the remuneration policy and implementation report. We are grateful for the confidence and support shown by our shareholders, as reflected in the significant increase in shareholder approvals granted for both our policies and their implementation,” MTN said.