MTN was the only telecoms or IT company in the JSE’s Top 40 to feature in Georgeson’s annual general meeting (AGM) review for 2025, which comes a month before shareholders again cast ballots.
In the foreword to the report, Bennie van der Westhuizen, CEO South Africa at Computershare, which owns Georgeson, writes: “The 2025 AGM season in South Africa saw heightened investor scrutiny, as the number of contested resolutions (110) increased relative to 2024 (91).
“Remuneration-related proposals once again sat at the centre of shareholder attention, with a rebound in opposition to remuneration reports compared to the prior year. As such, investors remain willing to express dissatisfaction where outcomes and disclosures, rather than policy design, fall short of expectations,” says Van der Westhuizen.
MTN Group’s remuneration bid received 59.2% shareholder support at last year’s AGM, which was the lowest level of support on remuneration outcomes among the companies in Georgeson’s sample.
Woolworths followed with 62.4% support for its remuneration policy, while Pepkor recorded 65.8%, and Impala Platinum received 67.1%. The listed operator’s AGM for the 2025 financial year – its 31st – is set for 30 May, with voting taking place electronically.
Georgeson’s report noted that the share of remuneration policy votes that were contested increased from 44.1% in 2024, to 48.5% in 2025, while the number of contested remuneration report votes increased to 18 from 15 the previous year.
In a shareholder announcement following last year’s vote, Africa’s largest cellular company said that, since the resolution was voted against by more than 25% of voting rights, it would extend an invitation to “dissenting shareholders” to engage with it. Voting on remuneration is non-binding.
Show me the money
In 2025, group CEO and president Ralph Mupita’s base salary was almost R20 million − R10.5 million in South Africa and $564 843 (R9.4 million) in Dubai, where he holds a split contract. This compares with a base salary of R19.1 million in 2024, an increase in line with inflation.
CFO Tsholofelo Molefe earned a base salary of R12.3 million in 2025, up from R11.8 million in 2024, also adjusted for inflation.
Earlier this month, MTN awarded R160 million in more than 800 000 shares to 14 executives, including directors, as part of its performance share plan. The stock can be sold on the open market in three years.
This follows MTN reversing its previous loss-making position in the year to December with R27 billion in profit, compared with a R10.9 billion loss in 2024.
Crucial feedback
Ahead of last year’s vote, chairman Mcebisi Jonas said: “Your feedback on the presented resolutions is crucial, as we believe they are in the best interests of the company.”
In 2024, only 2.57% of shareholders voted against the remuneration policy, compared with 4.76% in 2023. Chairman of the human resources and remuneration committee Khotso Mokhele says the relevant AGM saw an increase in the percentage of shareholders who approved the policy.
“While this is a positive development, we remain mindful of the concerns expressed by our shareholders. Throughout the year, we proactively engaged with stakeholders to address these concerns,” he writes.
Benchmarking choices
Among the engagements was clarifying its benchmarking approach by detailing the competing companies. MTN’s benchmark group spans multiple sectors and includes Vodacom, Standard Bank, Sibanye-Stillwater, Shoprite and MultiChoice, as well as emerging market telcos, including Airtel and Orange.
“We use a comparator group of large JSE-listed companies, with a substantial portion of their operations outside South Africa, but which have their primary location and residences of most of their executives in South Africa,” MTN says.
The benchmark companies are selected based on size, skills and industry complexity. “Annual salary benchmarks are conducted by accredited independent service providers, ensuring alignment with market conditions,” its annual report says.
MTN also explains that compensation is closely linked to the company’s performance, incorporating service revenue, adjusted headline earnings per share and competitive performance.
“MTN’s remuneration practices are designed to support and enable our strategy, align with the interests of our stakeholders and ensure we recognise and reward employees fairly and equitably for their contributions to the company’s value-creation journey,” Mokhele wrote in the 2024 annual report.
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