Shareholder revolt at South Africa’s biggest egg producer

Quantum Foods’ shareholders overwhelmingly voted against additional remuneration for the company’s non-executive directors and chairman.

This came roughly a month after Quantum distributed a circular to shareholders detailing three special resolutions related to its remuneration policy.

However, the dispute dates back far earlier, to 20 March 2025, when Quantum held its Annual General Meeting (AGM).

At the AGM, the company’s shareholders refused to approve the proposed remuneration for Quantum’s non-executive directors.

Since shareholder approval is required under section 66(9) of the Companies Act, this left Quantum in a tricky position.

This section states that director remuneration may be paid only in accordance with a special resolution approved by the company’s shareholders within the previous two years.

Therefore, to maintain regulatory compliance, Quantum found a temporary workaround: it appointed most directors to the board of its main subsidiary, Quantum Foods Proprietary Limited (QF).

It then had QF pay 80% of the directors’ fees directly, while Quantum paid the remaining 20%.

With this workaround, Quantum could maintain compliance with the Companies Act while ensuring that its directors are compensated.

However, this setup did not work for long and caused operational friction for the company due to the duplicated board committees and QF now having a larger board.

This friction was made worse when four new non-executive directors were elected at Quantum’s 2026 AGM, held on 26 March.

These four new directors, along with director and board chairman Wouter Hanekom, were never appointed to the QF board and served without pay for months.

Hanekom has been the company’s chairman since 2015, but was not appointed to the QF board when Quantum implemented its temporary workaround. 

This meant Hanekom was not given the subsidiary pay that the other non-executive directors received. He served as a director without remuneration for nine months.

To address this problem, Quantum distributed a circular to shareholders on 27 August 2026 requesting a written vote on three special resolutions:

1. Approve back-pay/additional remuneration for the four new non-executive directors for 1 April 2026 to 30 June 2026
2. Approve back-pay/additional remuneration for Hanekom for 1 October 2025 to 30 June 2026
3. Revert to a centralised remuneration structure starting 1 July 2026, whereby Quantum pays 100% of its non-executive director fees centrally and recovers a portion from group entities

Quantum’s shareholders had to vote on these resolutions by 2 October 2026, and 59.03% of the company’s shares participated.

The resolutions failed miserably: 51.17% of shareholders voted against the first, 79.90% opposed the second and third.

This means the board’s proposed remuneration restructure failed to achieve the necessary shareholder support. This has left Quantum right back where it started.