As MTN Group’s 31st Annual General Meeting approaches, the telecom giant is once again heading into a remuneration battle with investors.
MTN was the only telecoms or IT company in the JSE’s Top 40 to feature in Georgeson’s 2025 AGM season review, published a month before shareholders cast their ballots again. That distinction is not a compliment. MTN’s remuneration bid received just 59.2% shareholder support at last year’s AGM.
A Broader Investor Mood Shift
The pushback on MTN is part of a wider shift in how institutional investors are engaging with listed companies in South Africa. The 2025 AGM season saw the number of contested resolutions rise to 110, up from 91 in 2024, with remuneration-related proposals once again drawing the most fire. Georgeson’s review noted that investors are increasingly willing to oppose outcomes and disclosures that fall short of expectations, even when they approve of the underlying policy design.
The share of remuneration policy votes that were contested climbed from 44.1% in 2024 to 48.5% in 2025, while the number of contested remuneration report votes rose to 18 from 15 the previous year.
What the Executives Are Earning
The figures at the centre of the debate are substantial. Group CEO and president Ralph Mupita’s 2025 base salary came to nearly R20 million, split between R10.5 million in South Africa and approximately R9.4 million in Dubai, where he holds a dual contract. CFO Tsholofelo Molefe took home R12.3 million, up from R11.8 million in 2024, in line with inflation.
Beyond salaries, MTN awarded R160 million in more than 800,000 shares to 14 executives as part of its performance share plan. Those shares can be sold on the open market in three years.
The company’s position is that the pay is justified by performance. MTN reversed its previous loss-making position, posting R27 billion in profit for the year to December 2025, compared to a R10.9 billion loss in 2024.
MTN’s Defence
Following last year’s vote, MTN invited dissenting shareholders to engage directly with the board. The company’s remuneration committee chair, Khotso Mokhele, acknowledged shareholder concerns but highlighted that the percentage approving the policy had improved year-on-year.
One area of contention is how MTN benchmarks its executive pay. The company’s comparator group includes Vodacom, Standard Bank, Sibanye-Stillwater, Shoprite, MultiChoice, Airtel and Orange, a cross-sector selection of large JSE-listed companies with significant operations outside South Africa. MTN says this reflects the skill and complexity involved in running a pan-African telco with executives based locally.
The Vote Ahead
MTN’s 2025 financial year AGM is scheduled for 30 May 2026 and will be conducted electronically. With investor scrutiny at a multi-year high and remuneration once again the loudest flashpoint, the vote will be a test of whether MTN’s stakeholder engagement over the past year has done enough to shift the mood. It is worth noting that remuneration votes in South Africa are non-binding, but a second consecutive low-approval result would pile pressure on the board to make more significant changes.
The paradox is hard to ignore: MTN delivered its best financial performance in years, yet executive compensation remains its most contested governance issue.
