Company governance and CEO remuneration

SPA shareholders have long supported the lifestyle and retirement plans of this company's underperforming and overpaid Chairman/CEO.

For many years, a revolving door of around a dozen or so non-executive directors have tolerated very average executive and company performance while supporting remuneration arrangements for the Chairman/CEO that represent no only terrible value for money but an ever larger drain on shareholder funds.

These boards have been complicit in the company's failure to meet the ASX's own principles of good corporate governance, demanding little accountability and preferring to accept and retain the status quo of a governance structure that does not serve its largely retail shareholder base.

And just to rub salt into the wounds of long-suffering shareholders, leadership of the company's competitors continue to make great strides and out-compete SPA while receiving substantially less remuneration.

By way of example (and there are several), the highly active and seemingly competent crew over at FZO continue to drive their momentum towards global leadership in schools technology. Today FZO announced a major transaction and capital raising that will further position FZO as a market leader - something Mark Fortunatow consistently failed to do in schools over 20 years.

The scale of activity over at FZO in such as short time serves to highlight how embarrassingly poor Mark Fortunatow's leadership and delivery has been over a long period of time.

Here is a basic comparison that shows just how overpaid Mark Fortunatow has been in recent years while FZO have left the old MWR schools business withering and dying on the vine and others are similarly out-competing in family communication and wearables.

Remuneration of FZO CEO Tim Levy

FZO market cap > $250M

		2019	2020
1	Salary/fees	128,333	62,500
2	Superannuation	20,900	18,129
3	Share-based payments	151,243	195,101
4	Totals	300,476	275,730
5	- as % of $250M MC	0.12%	0.11%

Remuneration of SPA CEO Mark Fortunatow

SPA market cap < $30M

		2019	2020
1	Salary/fees	449,587	397,846
2	Superannuation	40,787	75,284
3	Leave cashouts		394,620
4	Benefits and entitlements	85,123	84,940
5	Share-based payments	324,520	654,970
6	Totals	900,017	1,607,660
7	- as % of $30M MC	3.00%	5.36%

This excludes Fortunatow's share of the performance rights he received under the LTIP grants approved at the last AGM with the support of the current NEDs (who also received minor grants under the LTIP) and Thorney. Without the support of the conflicted NEDs, the LTIP would not have happened. Without the support of Thorney, the largest retail shareholder vote in the company's history at the last AGM would have resulted in the LTIP being overwhelmingly voted down.

I will be watching with great interest in the next couple of weeks as the company discloses its FY21 results. With shareholders having delivered a first strike vote at the last AGM, the remuneration report will make for particularly interesting reading.