Full integrated annual report - African Bank - Investoreports

Percentage of voting rights required to pass this resolution: as this is not a matter that is required to
be resolved or approved by shareholders, no minimum voting threshold is required. Nevertheless, for
record purposes, the minimum percentage of voting rights to adopt this resolution as a non-binding
advisory vote is 50% plus 1 vote of the voting rights exercised.
Motivation for ordinary resolution 6
In terms of the King III recommendations, every year, the company’s remuneration policy should be tabled
for a non-binding advisory vote at the annual general meeting. The essence of this vote is to enable the
shareholders to express their views on the remuneration policies adopted by the company.
Accordingly, the shareholders are requested to endorse the company’s remuneration policy.
7. Special resolution 1 – remuneration of non-executive directors
RESOLVED THAT the remuneration payable to non-executive directors for their services as directors for the
fi nancial year ending 30 September 2012 (the 2012 fi nancial year) will be as indicated in the table below
as adjusted thereafter to take account of infl ation (subject to a maximum increase of 5% per annum),
which adjustment shall only be applicable until a change to the non-executive directors’ remuneration is
approved at a subsequent shareholders’ meeting:
Emoluments payable to non-executive directors
2011 2012 Increase
Rands financial year financial year percentage
Chairman’s fees inclusive of board and all
committee fees 1 376 865 1 475 000 7%
Non-executive directors 199 206 214 000 7%
Chairman of the audit committee 199 206 214 000 7%
Audit committee members
Chairman of the risk and capital management
99 603 107 000 7%
committee
Risk and capital management committee
199 206 214 000 7%
members
Chairman of the remuneration and transformation
99 603 107 000 7%
committee
Remuneration and transformation committee
140 616 150 000 7%
members 70 308 75 000 7%
Chairman of the directors’ affairs committee 140 616 150 000 7%
Directors’ affairs committee members 70 308 75 000 7%
Chairman of the social and ethics committee new 150 000 N/A
Social and ethics committee member new 75 000 N/A
Percentage of voting rights required to pass this resolution: 75% of the voting rights exercised.
Integrated report 2011 | African Bank Investments Limited 95