James Moore: SABMiller, the best club in London or Johannesburg

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The Independent Online

It seems the drinks company SABMiller has decided to treat its critics in the corporate governance lobby in a similar manner to the way that some of its more raucous customers treat residents of British towns who are foolish enough to suggest that they might like to consider their neighbours after closing time on a Friday night.

The drinks company's long-standing chairman, Meyer Kahn, in post since 1999, is stepping down in favour of Graham Mackay, the chief executive who took on the role in the same year, not generally considered to be best practice.

Fear not, the company tells shareholders, Mr Mackay is the best man for the job. Oh, and the issue of him being an executive chairman? It's only going to be for a year while Alan Clark, our marvellous MD of SABMiller Europe who will ultimately replace him as CEO, gets up to speed.

To be fair, SABMiller is not the only company to argue that global companies are unusual beasts with unusual needs which require the usual rules to be suspended. HSBC, the bank, does it too. But HSBC's board boasts a majority of independent non-executive directors who satisfy the criteria for independence laid down by the Combined Code on Corporate Governance.

SABMiller's governance arrangements are eccentric to say the least. It has two major shareholders – Alteria with 27 per cent and the Santo Domingo family with 14 per cent – whose representatives form a powerful bloc on the board.

Again, that might not be such an issue if the company had a corps of non-executive directors charged with representing the interests of all shareholders. Except that it doesn't.

There are a further nine non-executive directors who would put independents in the majority (just) if they were all genuinely independent. Except that they aren't.

To be considered independent a director cannot serve for more than nine years, to avoid the risk of them getting too cosy with the companies they are supposed to steward.

Cyril Ramaphosa, with 15 years' service on the board, is almost becoming part of SABMiller's furniture, Miles Morland has been around since 1999, and newbie John Manser joined the board in 2001.

The more one looks at SABMiller's board, the more that it appears to resemble a club that is a mite too cosy. Pirc, the corporate governance consultancy, criticised the company for its astonishing bonus schemes that last year paid "approximately 700-762 per cent of base salary".

So welcome to the best club in London or Johannesburg, Alan Clark. There's Château Pétrus with the main course, and d'Yquem with dessert after board meetings. You can have the empty bottles to lob at your critics on the way out if you like.