AFRICAN DAWN ANNUAL REPORT 2018 Notice of Annual General Meeting of Shareholders continued 1.2 ORDINARY RESOLUTION NUMBER 2 – RE-APPOINTMENT OF MS H HICKEY TO THE AUDIT AND RISK COMMITTEE “Resolved that pursuant to the requirements of section 94(2) of the Companies Act, Ms H Hickey, a non-executive, independent director of the Company, be and is hereby re-appointed as a member of the Audit and Risk Committee, as recommended by the Board of directors of the Company until the next Annual General Meeting.” 99 Summary curriculum vitae of Ms H Hickey (“Hester”). Hester was appointed as a non-executive director on 21 February 2011. She is a chartered accountant and consults to various companies specializing in risk and governance. She also performs the Board evaluation processes for the Institute of Directors. She is currently non-executive director and audit committee Chair for Omnia Holdings Limited, Pan African Resources Plc and a nonexecutive director of Cashbuild Limited. She is a past Chairman of the South African Institute of Chartered Accountants and has worked in senior positions for a number of listed companies and serves on several audit committees. Hester lectured auditing at the University of the Witwatersrand and was a member of the King II task team. 1.3 ORDINARY RESOLUTION NUMBER 3 – RE-APPOINTMENT OF MS V LESSING TO THE AUDIT AND RISK COMMITTEE “Resolved that pursuant to the requirements of section 94(2) of the Act, and subject to her re-appointment in terms of ordinary resolution number 1 above, Ms V Lessing, a non-executive independent director of the Company, be and is hereby re-appointed as a member of the Audit and Risk Committee as recommended by the Board of directors of the Company until the next Annual General Meeting.” NOTE: A summary of the curriculum vitae of Ms V Lessing has been included in paragraph 1.1 above. 1.4 ORDINARY RESOLUTION NUMBER 4 – RE-APPOINTMENT OF MR S ROPER TO THE AUDIT AND RISK COMMITTEE “Resolved that pursuant to the requirements of section 94(2) of the Act to appoint Mr S Roper, a non-executive independent director of the Company, be and is hereby re-appointed as a member of the Audit and Risk Committee as recommended by the Board of directors of the Company until the next Annual General Meeting.” Note: The curriculum vitae of Mr S Roper has been included in paragraph 1.1 above. The reason for ordinary resolutions numbers 2 to 4 (inclusive) is that the Company, being a public listed company, must appoint an audit committee and the Companies Act requires that the members of such audit committee be appointed, or re-appointed, as the case may be, at each annual general meeting of a company. 1.5 ORDINARY RESOLUTION NUMBER 5 – RE-APPOINTMENT OF THE INDEPENDENT REGISTERED AUDITOR “Resolved that pursuant to the requirements of section 90(1) read with section 61(8)(c) of the Companies Act, and as nominated by the Company’s Audit and Risk Committee, Grant Thornton be and is hereby re-appointed as the independent auditors of the Company for the financial year ending 28 February 2019, with Ms Vianca Pretorius being the individual registered auditor who has undertaken the audit of the Company for the ensuing financial year and to authorise the Audit and Risk Committee to determine the auditor’s remuneration.” The reason for ordinary resolution number 5 is that the Company, being a public listed company, must have its financial results audited and such auditor must be appointed or re-appointed each year at the annual general meeting of the Company as required by the Companies Act. 1.6 ORDINARY RESOLUTION NUMBER 6 – NON- BINDING ADVISORY VOTE ON AFDAWN’S REMUNERATION POLICY Resolved that the shareholders endorse, by way of on a non-binding advisory vote, the Company’s remuneration policy as set out on pages 9 to 14 of this Integrated Annual Report.” The reason for ordinary resolution number 6 is that the King IV Report on Corporate Governance™ for, 2016 South Africa (“King IV™”) recommends and the JSE Listings Requirements require, that the remuneration policy of the Company be tabled for a non-binding advisory vote by shareholders at each annual general meeting of the Company. This enables shareholders to express their views on the remuneration policy adopted. The effect of ordinary resolution number 6 is of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing remuneration agreements. However, the board will take the outcome of the vote into consideration when considering amendment to the Company’s remuneration policy.
AFRICAN DAWN 2018 Annual Report
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