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Integrated Report 2016
SHAREHOLDER INFORMATION
(continued)
SIX
THREE
ONE
FOUR
TWO
4.
ELECTION OF AUDIT COMMITTEE MEMBERS
Ordinary Resolution 2
4.1 To elect by way of separate divisible resolutions the following non-executive directors as the Audit Committee members for the
ensuing year in accordance with section 94 of the Companies Act. The proposed Audit Committee members listed below currently
serve on the same committee and, accordingly, offer themselves for re-election:
4.1.1 Mr M Sacks (Chairman) (as Ordinary Resolution 2.1);
4.1.2 Prof M Haus (as Ordinary Resolution 2.2); and
4.1.3 Dr R Stewart (as Ordinary Resolution 2.3).
5.
RATIFICATION OF APPOINTMENT OF EXECUTIVE DIRECTORS
Ordinary Resolution 3
To ratify by way of separate divisible resolutions, as required by paragraph 18.2.1 of the Company’s MOl and the JSE Listings Requirements,
the appointment by the Board of the following executive directors:
5.1 Ms D Neethling, as Chief Financial Officer and Executive Director of Adcock Ingram (as Ordinary Resolution 3.1); and
5.2 Ms BJ Letsoalo, as the Executive Director: Human Capital and Transformation of Adcock Ingram (as Ordinary Resolution 3.2).
6.
RE-APPOINTMENT OF EXTERNAL AUDITORS
Ordinary Resolution 4
To re-appoint Ernst & Young as independent External Auditors of the Company for the ensuing year (the designated auditor being
Mr Dave Cathrall) and to note the remuneration of the independent External Auditors as determined by the Audit Committee of the
Board for the past year’s audit as reflected in note 6.1 to the annual financial statements.
7.
DELEGATION OF AUTHORITY
Ordinary Resolution 5
To authorise any 1 (one) director of the Company and/or the Company Secretary to do all such things and sign all such documents
(including any amendments thereto) as are deemed necessary or advisable to implement the ordinary and special resolutions which
have been (or will be) duly passed as set out in the notice convening the Annual General Meeting.
8.
APPROVAL OF THE REMUNERATION POLICY
Ordinary Resolution 6
To endorse, by way of a non-binding advisory vote, the Company’s and the Group’s remuneration policy (excluding the remuneration of
the non-executive directors and the members of Board committees for their services as directors and members of committees), as set
out on page 58 of the Integrated Report.
9.
FINANCIAL ASSISTANCE TO RELATED AND INTER-RELATED PARTIES
Special Resolution 1
To approve, subject to compliance with the provisions of the MOI and Companies Act (including but not limited to the Board being
satisfied that immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test as
contemplated in section 4 of the Companies Act and that the terms under which the financial assistance is proposed to be given are
fair and reasonable to the Company), the provision by the Company, at any time and from time to time during the period of 2 (two)
years commencing from the date of approval of this special resolution, of such direct or indirect financial assistance, by way of a loan,
guarantee of a loan or other obligation or securing of a debt or other obligation or otherwise as the Board may authorise, (i) to any
1 (one) or more related or inter-related company(ies) or corporation(s), or (ii) to any 1 (one) or more member(s) of a related or inter-related
company or corporation, or (iii) to any 1 (one) or more person(s) related to any such company(ies), corporation(s) or member(s) (as such
relations and inter-relationships are outlined in section 2 of the Companies Act), on such other terms and conditions as the Board may
deem fit, subject to the Companies Act.
10. PROPOSED REMUNERATION OF NON-EXECUTIVE DIRECTORS PAYABLE WITH EFFECT FROM 1 DECEMBER 2016
Special Resolution 2
Shareholders are requested to approve the proposed fees and remuneration payable to non-executive directors, for their services as
directors with effect from 1 December 2016 until the next Annual General Meeting in accordance with the proposed remuneration as
set out in the explanatory notes.