Full integrated annual report - African Bank - Investoreports

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Notice of annual general meeting continued
Motivation for special resolution 1
In terms of sections 66(8) and (9) of the 2008 Companies Act, remuneration may only be paid to directors
for their service as directors in accordance with a special resolution approved by the shareholders
within the previous two years and if not prohibited in a company’s MOI. ABIL’s MOI does not prohibit the
payment of such remuneration. The remuneration sought to be approved is to be paid to the non-executive
directors, as they are not remunerated as employees of the company, as in the case of the executive
directors. ABIL performs a benchmark exercise every three to four years to determine if the non-executive
directors’ remuneration is in line with market having regard to the size, complexity, time demanded, skills,
experience and qualifi cations of its non-executive directors. This exercise was performed in late 2011 and
it was found that the non-executive directors fees are currently in line with the market. The annual increase
has been set at 7% which is marginally above that of the executive directors and infl ation.
8. Special resolution 2 – amendment of article 8 – meetings of members
RESOLVED THAT article 8 of the company’s MOI shall be amended by the insertion of the following
article 8.4:
“8.4 Where in terms of the JSE Listings Requirements any general meeting of the company or of the
holders of any class of shares is required to be held to decide or determine any matter, such
meeting may not be held by means of written resolution notwithstanding the provisions of section
60 of the Companies Act”.
Percentage of voting rights required to pass this resolution: 75% of the voting rights exercised.
Motivation for special resolution 2
Section 60 of the 2008 Companies Act contemplates that a resolution that could be voted on at a
shareholders’ meeting may instead be voted on in writing by shareholders entitled to exercise voting
rights in relation to such resolution.
In terms of the JSE Listings Requirements, this is not permitted in respect of matters where the JSE
Listings Requirements prescribe that a matter is to be decided or determined by any general meeting of
the company or of the holders of any class of shares and the JSE has requested the company to include
a provision to this effect in its MOI.
9. Special resolution 3 – amendment of article 9 – electronic participation at meetings of members
RESOLVED THAT article 9 of the company’s MOI be amended by the insertion of the following article 9.10:
“9.10 If so required by the Statutes, shareholders shall be entitled to participate by electronic
communication in shareholders meetings (using a methodology selected by the directors),
provided that any technological or other failure (including any error or omission by the company
or its service providers) relating to such electronic participation, which affects any one or more
shareholders’ ability to participate electronically in all or part of any meeting, shall not invalidate
any of the proceedings at such meeting.”
Percentage of voting rights required to pass this resolution: 75% of the voting rights exercised.
Motivation for special resolution 3
The 2008 Companies Act provides that every shareholders’ meeting of a public company must be
reasonably accessible in the Republic of South Africa for electronic participation by shareholders. The
amendment to article 9 recognises this requirement and ensures that a technological failure or accidental
omission hindering electronic participation will not invalidate the meeting concerned.
Integrated report 2011 | African Bank Investments Limited