---
title: "Pay and votes: remuneration policy, moonshot award and AGM results"
language: en
canonical: https://dossiertwist.com/dossiers/naspers/pay-and-votes/
as_of: 2026-09-21
keywords: ["Naspers","Prosus","Tencent","Koos Bekker","Fabricio Bloisi","Keeromstraat 30 Beleggings","Naspers Beleggings","A ordinary shares","cross-holding","share repurchase programme","Media24","MultiChoice","Takealot","Avito","Kismet Capital Group","Ivan Tavrin","Competition Commission","Competition Tribunal","Just Eat Takeaway.com","PayU"]
---

# Pay and votes: remuneration policy, moonshot award and AGM results

**Question.** What do Naspers's remuneration policies provide, how is the chief executive's moonshot award structured, and how did shareholders vote on pay and directors in 2024 and 2026?

**Answer.** Naspers's 2026 remuneration policy adds to the executive long-term incentives a one-time moonshot award, first presented to shareholders at the August 2024 annual general meeting, that vests only if the combined Naspers/Prosus market capitalisation at least doubles and is sustained and the group's total shareholder return exceeds a peer-group median; Naspers stated in August 2026 that this requires a doubling from US$84 billion to US$168 billion over four years from July 2024, sustained for a further year. At the 26 August 2026 annual general meeting 69.87% of N ordinary share votes were against the remuneration policy, while all A ordinary share votes were for, giving a combined result of 91.77% for; the implementation report passed with 92.18% of the combined votes although 66.40% of N ordinary share votes were against, and A ordinary shares, which carry one thousand votes per share, made up 88.22% of the votes cast on each resolution. A news report published on the day of the meeting stated that Storebrand and Van Lanschot Kempen would vote against the re-election of Rachel Jafta and Mark Sorour because of the share structure, and that the proxy adviser ISS recommended against both and Glass Lewis against Jafta; Naspers said its remuneration committee chair engages with investors and that it remains committed to an open and ongoing dialogue, and both directors were re-elected, Jafta with 49.88% of N ordinary share votes and 94.17% of the combined votes and Sorour with 98.90% of the combined votes.

## What the remuneration policies state

- Analysis: Naspers's remuneration policy for directors and executives, last reviewed and approved on 21 June 2024, states that non-executive directors receive annual remuneration rather than a fee per meeting, augmented by compensation for service on board committees and subsidiary boards, with a premium for the chairs of boards and committees; the remuneration is cash-based only, reviewed annually and not linked to the company's share price or performance, and non-executive directors do not qualify for share option, share appreciation right or restricted or performance stock allocations. The human resources and remuneration committee, supported by independent advice, makes recommendations to the board, which annually recommends non-executive directors' remuneration in advance for approval by shareholders. For executive directors and senior management, the policy states that no awards are made during closed periods, backdating is prohibited, underwater shares or appreciation rights are not repriced or automatically regranted, there is no automatic entitlement to bonuses or early vesting of share-based incentives when an executive leaves voluntarily, and a cap applies to awards in aggregate and to any individual. Its malus and claw-back provisions allow all or part of unpaid short-term incentives (STI) and unvested long-term incentives (LTI) to be modified or cancelled and of paid STI and vested LTI to be claimed back, including in cases of material financial misstatement or gross misconduct, and the policy states that senior executives' contracts contain no golden parachute clauses. [src-032]
- Analysis: Naspers's 2026 remuneration policy for executive and non-executive directors, marked “To be approved: 26 August 2026”, follows consultations with shareholders and other stakeholders and updates the version that became effective on 21 August 2024. It adds a Moonshot Award to the long-term incentive instruments that may be awarded to executive directors; redesigns the STI with a discount-linked key performance indicator intended to limit the discount to net asset value and a multiplier intended to make company performance the key determinant of STI payouts; re-introduces a shareholding requirement for the CEO of Naspers and Prosus shares worth approximately four to six times his annual salary; and extends a shareholding requirement to the CFO, who is to aim to hold Naspers and Prosus shares of up to two times his annual base pay. The published document retains unedited drafting text: it gives the adoption date both as 20 August 2025 and as 26 August 2026 and refers to “three changes” and to “two key enhancements”. A moonshot award for the chief executive had already been presented to shareholders at the annual general meeting of 22 August 2024. Shareholders approved the policy at the 26 August 2026 annual general meeting with 91.77% of the combined votes, while 69.87% of N ordinary share votes were against it; in its 27 August 2026 announcement of the results, Naspers stated that the discount-linked component of the CEO's and CFO's short-term incentives paid out at zero that year. [src-131] [src-134] [src-151]

## The chief executive's moonshot award

- Analysis: At Naspers's annual general meeting of 22 August 2024, Craig Enenstein, chair of the human resources and remuneration committee, presented the changes to the remuneration structure, including Fabricio Bloisi's base salary, short-term incentives tied to financial and operational targets, and a long-term incentive structure with performance stock units, a ‘moonshot’ award offering Bloisi US$100m in shares if he doubles the company's market capitalisation within four years, and share appreciation rights. Answering shareholder questions, according to the minutes, Enenstein “added that while the moonshot payment to the new CEO is lucrative, it is considered a highly risky opportunity”, and said that there would be no payment if the CEO did not fulfil the performance criteria. The 2026 remuneration policy describes the moonshot award as a one-time, long-term performance-based incentive that vests only if, over a multi-year period, the group's aggregate market capitalisation (based on the combined Naspers/Prosus valuation in US dollars) at least doubles and is sustained for a defined minimum period, and the group's total shareholder return in US dollars exceeds the median of a defined peer group; any value realised is in principle delivered in shares, and the policy's malus and clawback provisions apply to the award. Naspers's 27 August 2026 announcement of its AGM results states that the CEO's moonshot award remains in place and requires the combined market capitalisation to double from US$84 billion to US$168 billion over four years from July 2024 and be sustained for a further year, together with total shareholder returns beating the median of a highly competitive peer group. [src-151] [src-131] [src-134]

## Directors' fees, other payments and emoluments

- Analysis: Naspers's FY24 remuneration report states that, following the listing of Prosus, non-executive directors serve on the boards of both Naspers and Prosus and their fees were split between Naspers and Prosus on a 30/70 basis, and that directors' fees include fees for services as directors, where appropriate, of Naspers and Media24 Proprietary Limited. It notes that Koos Bekker elected to donate the after-tax rand equivalent of all his directors' fees to education, that year to two schools in Cape Town, the Jan van Riebeeck Primary and Secondary Schools, and that Hendrik du Toit elected not to receive directors' fees. The report also discloses that Mark Sorour received US$11 320.59 from MIH Holdings Proprietary Limited for the period 1 April 2023 to 31 March 2024, a payment relating to the increased cost of medical aid for retired members of the MMED medical aid scheme after the unbundling of MultiChoice Group Limited, for which it had originally been noted that the company would provide an annual allowance to cover the difference in cost for retired scheme members; the report states that this payment “is not disclosed in the above table” of non-executive directors' fees. It further states that the group arranges for and pays directors' and officers' liability insurance for the directors and officers of the group and that, as at the date of the report, the group had not provided any personal loans, advances or guarantees to the executive and non-executive directors. [src-053]
- Analysis: Earlier figures appear in Note 16 to Naspers's consolidated annual financial statements for the 2014 financial year, which states that the total of executive directors' and key management's emoluments was R235.5 million (2013: R232.4 million), comprising short-term employee benefits of R135.4 million (2013: R103.1 million), post-employment benefits of R9.4 million (2013: R10.6 million) and a share-based payment charge of R90.7 million (2013: R118.7 million); comparatives were not restated for the change in the composition of key management. The same note states that non-executive directors' fees include fees for services as directors, where appropriate, of Media24 Proprietary Limited, Paarl Media Holdings Proprietary Limited, MIH Holdings Proprietary Limited (up to 16 October 2013) and MultiChoice South Africa Holdings Proprietary Limited. [src-052]

## Pay criticism in 2023 and the 2024 votes

- Analysis: A news report published on 18 September 2023, on Bob van Dijk's departure as chief executive of Naspers and Prosus, stated that his recent pay had come under fire from shareholders objecting to how it was tied to the growth and performance of Tencent, that eighty per cent of Naspers' “decision-bearing shareholders” voted against the company's remuneration policy, and that van Dijk reportedly earned €13.5 million and €14.2 million in 2021 and 2022, with his pay cut to €5.5 million over the last year. The report does not identify the meeting or share class behind the eighty per cent figure, and it gives the pay figures as reported elsewhere; Naspers's FY24 remuneration report tabulates 89.95% of combined N and A ordinary share votes in favour of the remuneration policy in 2023, and no N-share-only result for 2023 is in the retained record. No direct response to the report was found in the retained record. The FY24 remuneration report states that after publication of the FY23 remuneration report the committee chair, head of investor relations, group company secretary and head of rewards engaged with key stakeholders on the remuneration policy and implementation report, and that the primary feedback concerned the maintenance of the discount-linked incentive, the reduction of long-term incentive plans, complexity and the introduction of publicly available performance conditions. The same report states that van Dijk agreed to remain a consultant to the group until 30 September 2024, that in line with contractual obligations his existing long-term incentive awards vesting until that date would be settled under the respective plan rules, and it discloses his remuneration from 1 April 2023 to 31 March 2024 and the agreed severance. [src-024] [src-053]
- Analysis: The June 2024 remuneration policy provides that the remuneration policy and the implementation report are put to shareholders at the annual general meeting for separate non-binding votes, and that if 25% or more of the voting rights exercised vote against either or both, the board must at a minimum implement an engagement process to ascertain the reasons for the dissenting votes and appropriately address legitimate and reasonable objections and concerns, which may include amending the policy; the remuneration report of the following year must disclose with whom and how the company engaged and the steps taken. The minutes of Naspers's 110th annual general meeting, held by electronic communication on 22 August 2024, record that shareholders passed the non-binding advisory votes on the remuneration policy with 88.12% and on the implementation report of the remuneration report with 88.20% of the voting rights. At the same meeting they confirmed the appointment of Fabricio Bloisi as executive director and chief executive, made under section 70 of the Companies Act on the board's unanimous recommendation, with 99.89% of the voting rights, and re-elected Craig Enenstein as director with 89.36% and Nolo Letele with 97.16%. The minutes give a single percentage per resolution and do not separate N and A ordinary share votes. [src-032] [src-151]

## The 2026 annual general meetings: positions and results

- Analysis: On 29 June 2026 Naspers announced through the JSE news service that its notice of annual general meeting had been posted to shareholders and that its 112th annual general meeting would be held entirely by electronic communication at 14:00 SAST on Wednesday, 26 August 2026, as permitted by the Companies Act 71 of 2008 and its memorandum of incorporation, hosted by The Meeting Specialist Proprietary Limited (TMS). The notice proposed the re-election of Manisha Girotra, Rachel Jafta, Mark Sorour and Ying Xu as directors retiring by rotation, of Sharmistha Dubey, Manisha Girotra and Angelien Kemna to the audit committee and of Debra Meyer (chair), Rachel Jafta, Phuthi Mahanyele-Dabengwa and Ying Xu to the social, ethics and sustainability committee, stating that fit-and-proper assessments had been undertaken on each director standing for re-election. It put the remuneration policy to a vote under section 30A of the Companies Act, which requires public companies to submit a remuneration policy for shareholder approval by ordinary resolution, valid for three years once approved, and the remuneration report to a vote under section 30B, under which non-approval requires engagement with dissenting shareholders. [src-002] [src-128]
- Analysis: A news report published on 26 August 2026 stated that, in disclosures of how they would vote at the companies' annual general meetings that day, Norway's Storebrand and the Netherlands' Van Lanschot Kempen said they would vote against the re-election of board members Rachel Jafta and Mark Sorour because of the share structure, decisions that largely tallied with the recommendations of the largest proxy-advisory firms. According to the report, Storebrand said a vote against Jafta and Sorour “is warranted due to the company maintaining a share structure with unequal voting rights” because of their ties to Naspers, and that targets for chief executive Fabricio Bloisi, including a moonshot award with a notional value of $100 million and long-term incentives of $33.8 million, raise “proportionality concerns”; Storebrand added: “While the moonshot is subject to rigorous dual conditions and has not triggered, the overall quantum is significantly above market norms.” These are the two investors' voting intentions and views as reported; their disclosures themselves are not in the retained record. Responding to the news organisation's questions, Naspers said that in annual shareholder roadshows the chair of its remuneration committee engages “extensively and proactively with investors on all matters of remuneration and policy matters, particularly how we are evolving our policies based on the feedback given”; it referred questions on the dual-class structure, in place since 1995, to its website and said it remains “committed to an open and ongoing dialogue” with shareholders. At the Naspers meeting Jafta was re-elected with 94.17% of the combined votes (49.88% of N ordinary share votes for) and Sorour with 98.90% (90.69%), and all resolutions passed; Naspers's announcement of the results, summarising statements made at the meeting, states that the CEO's moonshot award remains in place and that, in response to shareholder feedback, it proposed extending the CEO shareholding requirement of four to six times annual salary to the CFO, who would be expected to hold shares worth up to two times his annual base salary. [src-126] [src-134]
- Analysis: The same report stated that Institutional Shareholder Services (ISS), which according to the report advises Storebrand, Van Lanschot Kempen, Norges Bank and the New York City Comptroller, recommended against the re-election of Sorour and Jafta, saying their election “is raised for shareholder attention given the controlling shareholder, Naspers, holds shares with unequal voting rights” and that “both directors have ties to Naspers”; according to ISS, Sorour is a former Naspers executive who did not observe a cooling-off period after his resignation, and Jafta has been on the Naspers board for 20 years. ISS also backed voting against the election of Manisha Girotra because, it says, she is on too many boards, and said the conditions of the moonshot remuneration awards “appear unlikely to be met within the performance period”. These are the proxy adviser's recommendations and characterisations as reported; the ISS reports themselves are not in the retained record. Naspers's JSE announcement of 26 February 2018 stated that Sorour, then executive director and group chief investment officer, would retire and remain on the board as a non-executive director, and Naspers's leadership page states that Jafta joined Naspers as a director in 2003. In addition to the reply to the news organisation quoted above (its remuneration committee chair's engagement with investors in annual roadshows, the dual-class structure referred to its website and its commitment to “an open and ongoing dialogue”), Naspers's AGM notice stated that the board and nominations committee unanimously recommended each re-election and that fit-and-proper assessments had been undertaken on each director standing for re-election. At the meeting Sorour was re-elected with 98.90% of the combined votes (90.69% of N ordinary share votes for), Jafta with 94.17% (49.88%) and Girotra with 99.90% (99.15%), and all resolutions passed. [src-126] [src-101] [src-003] [src-128] [src-134]
- Analysis: According to the same report, funds under the New York City Comptroller and the California Public Employees' Retirement System (CalPERS) indicated they would vote against the directors without giving reasons (the report's sentence does not name the directors; its preceding sentence concerns Jafta and Sorour), and Norges Bank Investment Management and the California State Teachers' Retirement System (CalSTRS) objected to pay proposals at Prosus; the investors also objected, the report stated, to the potential quantum of pay, the short-term nature of some performance incentives and limited controls on share repurchases. The report stated that Glass Lewis & Co, which it said advises the two Californian pension systems, recommended against re-electing Jafta to the Naspers board and said the remuneration policy at Prosus should be rejected because of its structure and “insufficient response to shareholder dissent”, and it added that shareholder concerns had been raised at previous AGMs only to be overruled because of the voting structure. These are the investors' positions and the proxy adviser's recommendations as reported, and the characterisation of earlier AGMs is the report's own; the Glass Lewis reports are not in the retained record. Naspers's reply to the news organisation was the one quoted above: its remuneration committee chair engages with investors in annual roadshows, questions on the dual-class structure were referred to its website, and it remains “committed to an open and ongoing dialogue” with shareholders. At the Naspers meeting all resolutions passed, Jafta being re-elected with 94.17% of the combined votes (49.88% of N ordinary share votes for) and Sorour with 98.90%. A news report published on 28 August 2026 stated that official results of Prosus's annual general meeting showed 11.87% of votes cast opposed the Prosus directors' remuneration report and 14.11% rejected amendments to the remuneration policy, that both resolutions passed, and that Prosus said 97% of the shares eligible to vote were represented at the meeting; Prosus's own announcement of the results is not in the retained record. [src-126] [src-165] [src-134]
- Analysis: Naspers states that its issued share capital comprises N ordinary shares listed on the JSE with one vote each and unlisted A ordinary shares with 1 000 votes each but relatively insignificant economic participation. Naspers's announcement of the results of its 112th annual general meeting, held by electronic communication on 26 August 2026 and released through the JSE news service on 27 August 2026, states that all resolutions in the notice were passed by the requisite majority. On the remuneration policy, 30.13% of N ordinary share votes were for and 69.87% against, while all A ordinary share votes were for, giving a combined result of 91.77% for and 8.23% against; on the remuneration implementation report, N ordinary share votes were 33.60% for and 66.40% against, and the combined result was 92.18% for and 7.82% against. The announcement notes that A ordinary shares carry one thousand votes per share; A ordinary share votes made up 88.22% of the votes cast on each of the two resolutions. The announcement is retained as reproduced on a market-data website. A news report published on 28 August 2026 described the outcome as a revolt by ordinary investors over executive pay overturned by shares carrying 1,000 votes each. [src-004] [src-134] [src-165]
- Analysis: The same announcement gives the N ordinary share votes and the combined result for the director elections and for the share and fee resolutions. Rachel Jafta's re-election as a director received 49.88% of N ordinary share votes for and 50.12% against, and 94.17% for in the combined vote with A ordinary shares; her re-election to the social, ethics and sustainability committee received 59.06% of N ordinary share votes for and 95.23% combined. Mark Sorour's re-election received 90.69% of N ordinary share votes for and 98.90% combined, Manisha Girotra's 99.15% and 99.90%, and Debra Meyer's re-election as chair of the social, ethics and sustainability committee 67.39% and 96.20%. The announcement also shows majorities of N ordinary share votes against the general authority placing unissued shares under the control of the directors (16.31% for, 83.69% against; combined 88.69% for) and against the general issue of shares for cash (49.45% for, 50.46% against; combined 94.06% for), and 53.22% of N ordinary share votes for and 46.78% against the board member fee for the financial year ending 31 March 2028 (combined 94.49% for). [src-134]

## Sources

- [src-032] Company statement source · src-032
- [src-131] Company statement source · src-131
- [src-134] Company statement source · src-134
- [src-151] Company statement source · src-151
- [src-053] Company statement source · src-053
- [src-052] Company statement source · src-052
- [src-024] Media source · src-024
- [src-002] Naspers Limited: distribution of integrated annual report 2026, notice of virtual annual general meeting, dividend and B-BBEE certificate (SENS announcement), JSE Limited (SENS), 2026-06-29 <https://senspdf.jse.co.za/documents/SENS_20260629_S523347.pdf>
- [src-128] Company statement source · src-128
- [src-126] Media source · src-126
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- [src-003] Company statement source · src-003
- [src-165] Media source · src-165
- [src-004] Company statement source · src-004