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BLUE LABEL INTEGRATED ANNUAL REPORT 2016
186
Notice of Annual General Meeting
continued
EXPLANATORY NOTES
Presentation of the annual financial
statements
In terms of section 61(8)(a) of the Act,
the Directors’ report, audited Group
and Company annual financial
statements for the immediately
preceding financial year and the
Audit, Risk and Compliance
Committee report is to be presented
to shareholders at the AGM.
Ordinary resolution number 1: Election
of Director
The Company’s MoI states that, any
person appointed to fill a casual
vacancy or as an addition to the Board
shall retain office until the following
AGM of the Company and shall then
retire and be eligible for election. Ms
P Mahanyele retires from the Board in
accordance with article 25.5 of the
Company’s MoI. Ms P Mahanyele was
appointed to the Board and Audit,
Risk and Compliance Committee on
1 September 2016.
The Board recommends to
shareholders that they should vote in
favour of the election of the Director
referred to in ordinary resolution
number 1.
Ordinary resolution numbers 2 to 4
(inclusive): Re-election of Directors
In accordance with the MoI, one-third
of the Directors are required to retire
at each AGM and may offer
themselves for re-election.
Messrs BM Levy, JS Mthimunye and
LM Nestadt retire by rotation at the
AGM in accordance with article 25.17
of the MoI, and have offered
themselves for re-election.
Brief biographies of the Directors
are on pages 18 to 21.
The Board is satisfied with the
performance of each of the Directors
standing for re-election and that they
will continue to make an effective and
valuable contribution to the Company
and to the Board.
The Board recommends to
shareholders that they should vote in
favour of each of the re-election of
the Directors referred to in ordinary
resolution numbers 2 to 4 (inclusive).
Ordinary resolution number 5:
Reappointment of external auditors
In terms of section 90(1) of the Act,
each year at its AGM, the Company
must appoint an auditor meeting the
requirements of section 90(2) of
the Act.
PwC has expressed its willingness to
continue in office and this resolution
proposes the reappointment of PwC
as the Company’s auditors until the
next AGM. In addition, Mr D Storm is
appointed as the individual registered
auditor for the ensuing year as
contemplated in section 90(3) of the
Act.
The Audit, Risk and Compliance
Committee has satisfied itself that the
proposed auditors, PwC and Mr D
Storm, are independent of the
Company in accordance with sections
90 and 94 of the Act and the
applicable rules of the International
Federation of Accountants.
The Audit, Risk and Compliance
Committee has recommended the
reappointment of PwC as
independent registered auditor of
Blue Label for the 2017 financial year.
Ordinary resolution numbers 6 to 9
(inclusive): Election of Audit, Risk and
Compliance Committee members
In terms of section 94(2) of the Act,
each Audit Committee member must
be elected by shareholders at its
AGM. King III likewise requires
shareholders of a public company to
elect each member of an audit
committee at an AGM.
In terms of Regulation 42 of the
Companies Regulations, 2011,
relating to the Act, at least one-third
of the members of the Company’s
Audit, Risk and Compliance
Committee at any particular time
must have academic qualifications, or
experience in economics, law,
corporate governance, finance,
accounting, commerce, industry,
public affairs or human resource
management. Each of the proposed
members is duly qualified, as is
evident from the biographies of each
member, as contained on pages 19
to 21.
Ordinary resolution number 10:
Directors’ authority to implement
Ordinary and Special resolutions
The reason for ordinary resolution
number 10 is to authorise any
Director of the Company to do all
things necessary to implement the
ordinary and special resolutions
passed at the AGM and to sign all
such documentation required to give
effect and to record the ordinary and
special resolutions.
Advisory vote: Endorsement of the
remuneration and reward policy
King III requires a company to put its
remuneration policy for a non-binding
advisory vote by shareholders at its
AGM. This vote enables shareholders
to endorse the remuneration policy
adopted for Executive Directors. The
Blue Label remuneration policy is
contained on pages 53 to 57.