AFRICAN DAWN ANNUAL REPORT 2019 Notice of Annual General Meeting of Shareholders continued “Resolved that Ms H Hickey who, in terms of Article 29.3.6 of the Company’s memorandum of incorporation, retires by rotation at the Annual General Meeting but, being eligible to do so, offers herself for re-election be and is hereby re-elected.” 97 Summary curriculum vitae of Ms H Hickey (“Hester”): Hester was appointed as an independent non-executive director of the Company on 21 February 2011. She is a chartered accountant and consults to various companies specialising in risk and governance. She also performs the board evaluation processes for the Institute of Directors of Southern Africa. She is currently the non-executive director and the audit committee chair for Omnia Holdings Limited, Pan African Resources Plc and a non-executive director of Cashbuild Limited. She is a past chairperson 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. The reason for ordinary resolution number 2 is that the memorandum of incorporation of the Company, the Listings Requirements of the JSE (“JSE Listings Requirements”) and, to the extent applicable, the Companies Act, require that a component of the non-executive directors rotate at every annual general meeting of the Company and, being eligible, may offer themselves for re-election as directors. 1.3 ORDINARY RESOLUTION NUMBER 3 – 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, and subject to the approval of ordinary resolution number 2 above, Ms H Hickey, an independent non-executive director of the Company, be and is hereby re-appointed as a member of the audit and risk committee of the Company, as recommended by the Board until the next annual general meeting of the Company.” NOTE: A summary of the curriculum vitae of Ms H Hickey has been included in paragraph 1.2 above. 1.4 ORDINARY RESOLUTION NUMBER 4 – RE-APPOINTMENT OF MS V LESSING TO THE AUDIT AND RISK COMMITTEE “Resolved that pursuant to the requirements of section 94(2) of the Companies Act, Ms V Lessing, an independent non-executive director of the Company, be and is hereby re-appointed as a member of the audit and risk committee of the Company as recommended by the Board until the next annual general meeting of the Company.” Summary curriculum vitae of Ms V Lessing (“Vanya”): Vanya was appointed as an independent non-executive director of the Company on 29 May 2013. Vanya is the chief executive officer of the Sure Travel Group, responsible for managing the interests of shareholders, licensees and suppliers. The Sure Travel Group manages the interests of 100 travel companies in South Africa and Namibia. Vanya is the former chief executive officer of ASATA (Association of Southern African Travel Agents). During her tenure there (2001 - 2005), she led the travel industry through change and a series of sensitive negotiations, resulting in a new industry business model. Vanya has extensive experience in collaboration and interaction with SME's, expediting turnaround strategies. Her strong negotiating skills brings 'on the ground' expertise to the Board. Vanya is also a board member of Sure Holdings (Pty) Ltd, ASATA and Worldwide Independent Travel Network Ltd. 1.5 ORDINARY RESOLUTION NUMBER 5 – RE-APPOINTMENT OF MR S ROPER TO THE AUDIT AND RISK COMMITTEE “Resolved that pursuant to the requirements of section 94(2) of the Companies Act, Mr S Roper, an independent non-executive director of the Company, be and is hereby re-appointed as a member of the audit and risk committee of the Company as recommended by the Board until the next annual general meeting of the Company.” Summary curriculum vitae of Mr S Roper (“Stephen”): Stephen holds a Hons BCompt, PGDip Tax Law, PGDip Financial Policy, and is a chartered accountant with 28 years’ experience. He has extensive experience in investments having served in the research team of one of South Africa’s largest fund managers. During this time he had responsibility for investment research of industrial companies in South Africa. He has also served on the private equity investment committee of that fund manager and has corporate finance and business rescue experience. He currently practices in the area of strategic management. The reason for ordinary resolutions numbers 3 to 5 (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. 1.6 ORDINARY RESOLUTION NUMBER 6 – APPOINTMENT OF 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, Mazars be and is hereby appointed as the independent auditor of the Company for the financial year ending 28 February 2019, or until the next Annual General Meeting, whichever is the later, with the designated auditor being Mr Frederick Cronje, a registered auditor and partner in the firm.”
AFDAWN AR FINAL 2019
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