- Seven of Standard Bankโs 18 board members are conflicted on climate change-related matters by virtue of their ties to the fossil fuel industry.
- Fourteen climate justice NGOs[2] from around the world, led by shareholder activist organisation Just Share, have called on Standard Bankโs shareholders to vote against the election / re-election of climate-conflicted directors at the upcoming AGM.
Standard Bank acknowledges that โclimate risk is recognised as one of the material risks facing the groupโ. The bank is a founding signatory of the UN Principles for Responsible Banking (UNPRB), which โset the global benchmark for what it means to be a responsible bankโ. Principle 1 of the UNPRB (โAlignmentโ), commits signatory banks to โalign [their]business strategy to be consistent with and contribute to individualsโ needs and societyโs goals, as expressed in the Sustainable Development Goals, the Paris Climate Agreement and relevant national and regional frameworksโ.
One of the Paris Agreementโs three main objectives is โmaking finance flows consistent with a pathway towards low greenhouse gas emissions and climate-resilient developmentโ. The financing of fossil fuels, in particular new fossil fuel exploration, extraction and production, is not compatible with the Paris Agreement.
A large proportion of Standard Bankโs board members have ties to South African fossil fuel companies, including Sasol (the countryโs biggest carbon emitter after Eskom), Exxaro and BP Southern Africa. Five of the seven directors with fossil fuel ties are up for election or re-election at the companyโs AGM on 26 June. They are:
- Trix Kennealy
- Nomgando Matyumza
- Priscillah Mabelane
- Nonkululeko Nyembezi
- Jacko Maree
If all of the directors standing for election or re-election are elected at the 26 June AGM, directors with fossil fuel ties will represent 42% of Standard Bankโs independent directors (5/12); 47% of its non-executive directors (7/15); and 41% (7/17[3]) of the board as a whole. The seven board members and their ties to fossil fuel companies are set out below:
Name | Position on Standard Bank Board | Fossil fuel ties |
Trix Kennealy | Lead independent non-executive director as at May 2020 | Sasol: independent non-executive director
|
Nomgando Matyumza | Independent non-executive director | Sasol: independent non-executive director |
Priscillah Mabelane | Independent non-executive director | ยทย ย ย ย ย ย BP Southern Africa: CEO and Executive Director (until 1 June 2020);
ยทย ย ย ย ย ย Shell and BP South African Petroleum Refineries (Pty) Limited(which owns Sapref, the largest fuel refinery in SA): director ยทย ย ย ย ย ย South African Petroleum Industry Association Board of Governors; ยทย ย ย ย ย ย Sasol: executive vice president for energy business (from September 2020. |
Geraldine Fraser-Moleketi | Independent non-executive director | ยทย ย ย ย ย ย Exxaro: lead independent director |
Nonkululeko Nyembezi | Independent non-executive director | ยทย ย ย ย ย ย Ichor Coal N.V.: CEO & Executive Director |
Jacko Maree | Non-executive director | ยทย ย ย ย ย ย Phembani Group (investment company with holdings in Umcebo Mining (coal); Izimbiwa Coal, South32 & Engen): independent non-executive director |
Lubin Wang | Non-executive director | ยทย ย ย ย ย ย Industrial & Commercial Bank of China: worldโs biggest bank & key player in financial facilitation of oil and gas in Africa. |
Board members with a conflict of interest are required by the Companies Act, 2008 to declare those interests and to recuse themselves from board meetings during consideration of any matter in relation to which they are conflicted. Such conflicts include not only personal conflicts, but also those with โrelated partiesโ, which include other companies of which the board member is a director.
In these circumstances, responsible investors holding Standard Bank shares are faced with no good options: either these board members will recuse themselves, creating a corporate governance void when the board considers some of its most important strategic issues as, by the bankโs own admission, climate-related matters are; or they will not, compromising the ability of the board to provide climate-competent leadership.
Change of heart
In 2019, Standard Bank became the first South African company to table shareholder-proposed climate change resolutions at its AGM.
In 2020, after engaging with the bank, the RAITH Foundation and Just Share formally co-filed another resolution โ this time asking the bank to extend its coal financing policies to include its position on oil and gas financing. This is particularly important in Standard Bankโs case, as it is one of the biggest oil and gas lenders in sub-Saharan Africa.
To the surprise of the co-filers, Standard Bank refused to table the 2020 resolution. At first, its reason for this refusal was that the resolution was โprematureโ. Then, the company secretary provided a different reason for the refusal: an alleged legal technicality with regard to the ability of shareholders to vote on climate change-related matters.
Strikingly, the legal argument provided by Standard Bankโs company secretary was exactly the same as the one provided by Sasol to shareholders attempting to table climate resolutions at that company in 2018 and 2019.
Sasol bases its view on a legal opinion which it refuses to provide to shareholders. It was previously the only company to use this argument – which has not been tested in court. Furthermore, multiple climate change shareholder resolutions have already been tabled in South Africa; at Standard Bank, FirstRand, Nedbank and Absa.
It is in the interest of fossil fuel companies to prevent financial institutions from limiting financing for fossil fuels. It is also in the interest of fossil fuel companies to frustrate the tabling of climate change shareholder resolutions that require better disclosure of climate risk exposure.
Standard Bank, for example, does not disclose in its company reports that Stanbic Uganda (a Standard Bank Group subsidiary) is a lead arranger for financing of the East African Crude Oil Pipeline (EACOP), a hugely controversial project which will be the worldโs longest heated oil pipeline, stretching 1,445 kilometres from Hoima in Uganda to Tanga in Tanzania and carrying 216ย 000 barrels of crude oil a day[4].
Shareholders: call to action
Five of the seven climate-conflicted Standard Bank directors โ Ms Kennealy, Ms Matyumza, Ms Mabelane, Ms Nyembezi and Mr Maree โ are offering themselves for election or re-election to Standard Bankโs board this year.
The election of Standard Bankโs climate-conflicted board members risks entrenching a high tolerance for exposure to the fossil fuel industry for years to come. Climate justice organisations from around the world have therefore decided to shine a light on this issue, and have written to Standard Bank shareholders calling on them to vote against the election of these directors at Standard Bankโs AGM on 26 June.
Author: GBA News Desk
Source: Just Share