Download the PDF (5.4 MB) - Nedbank Group Limited

More documents

Recommendations

Info

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.
221Reports andcertificationsConsolidatedannual financialstatementsShareholdermeeting mattersDefinitions andabbreviationsInstrumentcodesContactdetailsDetails of the members of the board who served during the year are given below:Name Position as director Date appointed as directorDate resigned/retired asdirector (where applicable)CJW Ball Senior independent director 1 November 2002TA Boardman Non-executive director 1 November 2002MWT Brown Chief Executive 17 June 2004TCP Chikane Independent non-executive director 1 November 2006A de VC Knott-Craig Independent non-executive director 1 January 2009GW Dempster Chief Operating Officer and executive director 5 August 2009MA Enus-Brey Non-executive director 16 August 2005B de L Figaji Independent non-executive director 25 November 2002RM Head (British) Non-executive director 1 January 2005 19 February 2010DI Hope (New Zealand) Non-executive director 1 December 2009RJ Khoza Chairman and non-executive director 16 August 2005WE Lucas-Bull Independent non-executive director 1 August 2009NP Mnxasana Independent non-executive director 1 October 2008PJ Moleketi Independent non-executive director 1 August 2009 1 March 2010RK Morathi Chief Financial Officer and executive director 1 September 2009JK Netshitenzhe Independent non-executive director 5 August 2010JVF Roberts (British) Non-executive director 1 December 2009GT Serobe Non-executive director 16 August 2005MI Wyman (British) Independent non-executive director 1 August 2009Directors’ interestsThe directors’ interests in ordinary shares in Nedbank Group and non-redeemable, non-cumulative preference shares in Nedbank Limited at31 December 2010 are set out in the Remuneration Report on page 237.Audit committeeThe Audit Committee Report appears on pages 217 to 219.Company secretary and registered officeThe Company Secretary is Mr GS Nienaber and his addresses and the registered address are as follows:Business address Registered address postal addressNedbank Group Limited 135 Rivonia Road nedbank Group LimitedNedbank Sandton Sandown, Sandton po Box 1144135 Rivonia Road 2196 johannesburg, 2000Sandown, Sandton, 2196South AfricaSouth Africa
Page 2: Dear shareholders and other stakeho
Page 5 and 6: 215Reports andcertificationsConsoli
Page 9: 219Reports andcertificationsConsoli
Page 47: 257Reports andcertificationsConsoli
Page 52 and 53: 262 NEDBANK GROUP Limited INTEGRATE
Page 60 and 61:
270 NEDBANK GROUP Limited INTEGRATE
Page 62 and 63:
Page 64 and 65:
Page 66 and 67:
Page 68 and 69:
Page 70 and 71:
Page 72 and 73:
Page 74 and 75:
Page 76 and 77:
Page 78 and 79:
Page 80 and 81:
Page 82 and 83:
Page 84 and 85:
Page 86 and 87:
Page 88 and 89:
Page 90 and 91:
Page 92 and 93:
Page 94 and 95:
Page 96 and 97:
Page 98 and 99:
Page 100 and 101:
Page 102 and 103:
Page 104 and 105:
Page 106 and 107:
Page 108 and 109:
Page 110 and 111:
Page 112 and 113:
Page 114 and 115:
Page 116 and 117:
Page 118 and 119:
Page 120 and 121:
Page 122 and 123:
Page 124 and 125:
Page 126 and 127:
Page 128 and 129:
Page 130 and 131:
Page 132 and 133:
Page 134 and 135:
Page 136 and 137:
Page 138 and 139:
Page 140 and 141:
Page 142 and 143:
Page 144 and 145:
Page 146 and 147:
Page 148 and 149:
Page 150 and 151:
Page 152 and 153:
Page 154 and 155:
Page 156 and 157:
Page 158 and 159:
Page 160 and 161:
Page 162 and 163:
Page 164 and 165:
Page 166 and 167:
Page 168 and 169:
Page 170 and 171:
Page 172 and 173:
Page 174 and 175:
Page 176 and 177:
Page 178 and 179:
Page 180 and 181:
Page 182 and 183:
Page 184 and 185:
Page 186 and 187:
Page 188 and 189:
Page 190 and 191:
Page 192 and 193:
Page 194 and 195:
Page 196:
show all

Download the PDF (5.4 MB) - Nedbank Group Limited

Create successful ePaper yourself

Delete template?

Save as template?