Page 61 - Niveus - Integrated report 2013

ANNUAL FINANCIAL STATEMENTS
4.2
Appointment of member of the audit and risk committee – ordinary resolution number 3.2
Resolved that Dr LM Molefi (see CV details on page 9) be appointed to the audit and risk committee of the company
for the ensuing year.”
4.3
Appointment of member of the audit and risk committee – ordinary resolution number 3.3
Resolution that Mr Y Shaik (see CV details on page 9) be appointed to the audit and risk committee of the company
for the ensuing year.”
The members of the audit and risk committee have been nominated by the board of directors for appointment as members of
the company’s audit and risk committee in terms of section 94(2) of the Companies Act. The board of directors has reviewed
the proposed composition of the audit and risk committee against the requirements of the Companies Act and the Regulations
under the Companies Act and has confirmed that if all the individuals referred to above are elected, the committee will comply
with the relevant requirements and have the necessary knowledge, skills and experience to enable it to perform its duties in
terms of the Companies Act.
The reason for ordinary resolution numbers 3.1 to 3.3 is that the company, being a public listed company, must appoint an
audit and risk committee and the Companies Act requires that the members of such audit and risk committee be appointed
at each annual general meeting of a company.
Under the Companies Act, the audit and risk committee is no longer a committee of the board but instead is a committee
elected by shareholders and others entitled to exercise votes at the meeting when the election takes place.
5.
General authority over unissued shares – ordinary resolution number 4
Resolved that all the unissued authorised shares in the company be and are hereby placed under the control of the
directors, subject to the provisions of the Companies Act, the MOI and the JSE Listings Requirements, until the next annual
general meeting.”
In terms of the company’s MOI, read with the JSE Listings Requirements, the shareholders of the company may authorise
the directors to, inter alia, issue any unissued ordinary shares and/or grant options over them, as the directors in their
discretion think fit. The authority will be subject to the provisions of the Companies Act and the JSE Listings Requirements.
The directors have decided to seek annual renewal of this authority in accordance with best practice. The directors have no
current plans to make use of this authority (other than in terms of the Niveus share scheme), but wish to ensure, by having
it in place, that the company has some flexibility to take advantage of any business opportunity that may arise in the future
6.
Advisory endorsement of remuneration report for the year ended 31 March 2013 – non-binding resolution number 5
To endorse, on an advisory basis, the company’s remuneration policy on page 26 of the integrated annual report (excluding
the remuneration of the non-executive directors for their services as directors and members of board committees).”
Motivation for advisory endorsement
In terms of the King Code of Governance Principles for South Africa 2009, an advisory vote should be obtained from
shareholders on the company’s annual remuneration policy. The vote allows shareholders to express their views on the
remuneration policies adopted and their implementation, but will not be binding on the company.
7.
Authorisation of directors – ordinary resolution number 6
Resolved that each and every director of the company be and is hereby authorised to do all such things and sign all
such documents as may be necessary or incidental to the implementation of the resolutions passed at this annual general
meeting.”
To consider and, if approved, to pass with or without modification, the resolutions set out below, in the manner required by
the Act, as read with the Listings Requirements of the exchange operated by JSE Limited (“JSE”):
8.
General authority to issue shares and options for cash – special resolution number 1
Resolved that the directors of the company be and are hereby authorised by way of a general authority to issue (which
shall for the purposes of the JSE Listings Requirements include the sale of treasury shares) for cash (as contemplated in the
JSE Listings Requirements) all or any of the authorised but unissued shares in the capital of the company, including options,
NOTICE OF ANNUAL GENERAL MEETING
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continued)
Niveus Investments Limited integrated Report 2013
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