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220 NEDBANK GROUP Limited INTEGRATED REPORT 2010Directors’ reportFor the year ended 31 DecemberNature of businessNedbank Group Limited (‘Nedbank Group’ or ‘the company’) is a widelyheld company and a registered bank-controlling company that, throughits subsidiaries, provides a wide range of banking and financial services.Nedbank Group maintains a primary listing under ‘Banks’ on JSE Limited(‘the JSE’), with a secondary listing on the Namibian Stock Exchange.Integrated reportFull details of the financial results are set out on pages 224 to 403 ofthese annual financial statements. The board of directors acknowledgesits responsibility to ensure the integrity of the integrated report. Theboard has accordingly applied its mind to the integrated report and inthe opinion of the board the integrated report addresses all materialissues, and presents fairly the integrated performance of the organisationand its impacts. The integrated report has been prepared in line withbest practice pursuant to the recommendations of the King III Code(principle 9.1).Year under reviewThe year under review is fully covered in the Chairman’s Report, ChiefExecutive’s Report, operational reviews, Chief Operating Officer’s Reportand the Financial Report, which are set out on pages 36 to 91.Share capitalDetails of the authorised and issued share capital, together with details ofshares issued and options granted during the year, appear in note 38 tothe annual financial statements.OwnershipThe holding company of Nedbank Group is Old Mutual Life AssuranceCompany (SA) Limited and associates, which holds 51,37% of theissued ordinary shares of the company. The ultimate holding companyis Old Mutual plc, incorporated in England and Wales. Further details ofshareholders appear on pages 90 and 91.During the period under review, and also subsequent to year-end, thefollowing changes occurred to the Nedbank Group Board:• RM Head resigned as a non-executive director (19 February 2010).• PJ Moleketi resigned as an independent non-executive director(1 March 2010).• JK Netshitenzhe was appointed as an independent non-executivedirector (5 August 2010).• TA Boardman retired as Chief Executive Officer, remaining on theboard as a non-executive director (1 March 2010).• MWT Brown was appointed as Chief Executive (1 March 2010).The directors, who, in terms of the articles of association, are required toseek reelection at the annual general meeting are Messrs MWT Brown,MA Enus-Brey, A de VC Knott-Craig and Prof B de L Figaji. Being eligible,they make themselves available for reelection.JK Netshitenzhe was appointed by the board of directors during 2010 andTA Boardman retired as Chief Executive and, as approved by the boardof directors, remained a non-executive director. In terms of the articlesof association their appointments terminate at the close of the annualgeneral meeting. They are available for election and separate resolutionsto seek their election as directors will be submitted for approval at theannual general meeting to be held on 6 May 2011.In terms of Nedbank Group policy non-executive directors andindependent non-executive directors of Nedbank Group who have servedon the board for a period longer than nine years are now required toretire from the board. At 31 December 2010 none of the directors onthe Nedbank Group Board have been in office for a period longer thannine years.DividendsDetails of the dividends appear in note 20 to the annual financialstatements.DirectorsBiographical details of the current directors appear on pages 40 to43. Details of directors’ remuneration and shareholdings appear onpages 232 to 243.