Full annual report - Zurich

directors’ report1. NATURE OF BUSINESSThe Company conducts all classes of short term insurancebusiness in the Republic of South Africa. Botswana EagleInsurance Company Limited and Eagle Insurance CompanyLimited (Zimbabwe) conduct all classes of short term insurancein Botswana and Zimbabwe respectively. Details of investmentsin subsidiaries and associated companies are set out on pages41 and 42.2. OPERATIONS IN 2003The results for the year are set out in the financial statementsand commented on in the Chairman’s Statement and ManagingDirector’s Report.3. DIVIDENDThe Directors have declared a final dividend of 300 cents pershare making a total of 450 cents per share for the year (2002:400 cents per share).4. DIRECTORS AND MANAGEMENTThe Chairman, Mr GM Riddell, replaced Mr PHP O’Sullivan asChairman and Non-Executive Director with effect from 1 April2003.Non-Executive DirectorsGM Riddell MA Oxon Chemistry ACA (47). Chairman. Appointedto the Board in 2003. 22 Arlington Street, London,SW1A 1RW, United Kingdom.Independent Non-Executive DirectorsJL Pamensky CA (SA) OMSG (73). Director. Appointed to theBoard in 1988 having previously served on the Board from1973 to 1976. Ground Floor, Block E, Parkridge Office Park,61 Empire Road, Parktown, 2193.JPG de Rauville CA (SA) (62). Director. Appointed to the Boardin 1983. 2 Morningside Road, Morningside, Durban, 4001.PT Martin CA (SA) (70). Director. Appointed Director in 1986.13 Baye Du Bois, Baviaans Kloof Road, Hout Bay, 7806.Executive DirectorsNV Beyers ACII AMP (Harvard) (56). Managing Director. Joinedin 1971. Appointed Managing Director in 1998.SA Eagle House, The Braes, 193 Bryanston Drive, Bryanston, 2021.JM Carter BSc FCA (54). Deputy Managing Director. Joined in1994. Appointed Deputy Managing Director in 1998.SA Eagle House, The Braes, 193 Bryanston Drive, Bryanston, 2021.Audit CommitteeJL Pamensky (Chairman)PT MartinJPG de RauvilleRemuneration CommitteeGM Riddell (Chairman)PT MartinInvestment CommitteePT Martin (Chairman)NV BeyersJM CarterCompany ExecutivesDM Burton ACII (55) HC Ehlers FCII (51)General Manager – Sales & General Manager – OperationsMarketing. Joined in 1986. Support. Joined in 1986.Appointed General Manager Appointed General Manager in 2000.in 1998.MT Neille MBA (42) CN Zungu BCom (47)General Manager – Information General Manager – PeopleTechnology. Joined in 1995. Management. Joined in 2000.Appointed General Manager Appointed to current position in 2000.in 2001.SA Eagle House, The Braes, 193 Bryanston Drive, Bryanston, 2021.5. DIRECTORS’ SHAREHOLDINGThe aggregate shareholding of Directors of the Company is as follows:1 January 2003 Fully paid shares 31 December 20031 600 Indirect Beneficial 1 6001 000 Indirect Non-Beneficial 1 000Breakdown:Indirect Beneficial:Shareholder 1 January 2003 31 December 2003Pamet Investments (Pty) Ltd(JL Pamensky) 1 600 1 600Indirect Non-Beneficial:Shareholder 1 January 2003 31 December 2003PHP O’Sullivan/GM Riddell 200 200NV Beyers 300 300JM Carter 200 200JPG de Rauville 100 100PT Martin 100 100JL Pamensky 100 1006. SECRETARYThe Company Secretary is Mr JM Carter. His business and postaladdresses are:SA Eagle House PO Box 61489The BraesMarshalltown193 Bryanston Drive 2107Bryanston, 20217. HOLDING AND ULTIMATE HOLDING COMPANYThe immediate holding company is SA Fire House Limited, incorporated inSouth Africa, which owns 83,6% (2002: 83,6%) of the issued and fullypaid share capital. The ultimate holding company is Zurich FinancialServices, incorporated in Switzerland.8. CODE OF CORPORATE PRACTICES AND CONDUCTThe Board considers that the Company complies with therecommendations of the Code of Corporate Practices and Conductincluded in the King Committee’s Report on Corporate Governance.SA EAGLE23