Adcock Ingram Integrated Report 2016

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Integrated Report 2016
SHAREHOLDER INFORMATION (continued) SIX THREE ONE FOUR TWO
PRESENTATION OF ANNUAL FINANCIAL STATEMENTS AND REPORTS
Section 61(8) of the Companies Act requires directors to present the annual financial statements for the year ended 30 June 2016 to
shareholders, together with the reports of the directors and the Audit Committee at the Annual General Meeting. These are contained within
the Integrated Report.
Shareholders are advised that, in terms of section 62(3)(d) of the Companies Act, a copy of the complete annual financial statements for the
preceding financial year may be obtained by submitting a written request to the Company Secretary, and electronic copies are available on
the Adcock Ingram website
PRESENTATION OF THE SOCIAL, ETHICS AND TRANSFORMATION COMMITTEE REPORT
Regulation 43(5)(c) of the Companies Regulations requires the Social and Ethics Committee, through 1 (one) of its members, to report to the
shareholders on matters within its mandate at the Annual General Meeting. The Social, Ethics and Transformation Committee’s report will be
visually presented during the Annual General Meeting. The visual report is available on
Ordinary Resolution 1 – Re-election of non-executive directors
In terms of the MOI, one-third of the non-executive directors are required to retire at each Annual General Meeting and may offer themselves
for re-election. The MOI also provides that non-executive directors so to retire at each Annual General Meeting shall be any non-executive
director(s) who were appointed by the Board to fill a vacancy or as an addition to the Board in terms of clause 15.5 of the MOI and those non-
executive director(s) who at the date of the Annual General Meeting would have held office for a period of 3 (three) years or more since their
last election, and amongst directors having equal tenure since their last election those shall retire in alphabetical order.
The following non-executive directors accordingly retire by rotation as required by the MOI:
1.1 Dr A Mokgokong; and
1.2 Mr R Morar.
Dr Mokgokong has offered herself for re-election and, having been evaluated and had her suitability for re-appointment confirmed by the
Nominations Committee, is eligible for re-election.
A brief curriculum vitae in respect of Dr Mokgokong, is set out on page 53 of the Integrated Report.
To be approved, Ordinary Resolution 1 requires the support of more than 50% (fifty percent) of the voting rights exercised on the resolution.
If Ordinary Resolution 1 is approved, the effect would be to elect the Dr Mokgokong as a non-executive director to the Board of the Company
until such time as she resigns or is otherwise removed from office.
Ordinary Resolution 2 – Election of the Audit Committee members
Section 94(2) of the Companies Act requires the Company to elect an Audit Committee comprising at least 3 (three) non-executive director of
the Board at each Annual General Meeting. In order to comply with this provision of the Companies Act, the Board, following a recommendation
of the Nominations Committee, hereby nominates the following non-executive directors to be elected as members of the Audit Committee:
2.1 Mr M Sacks (Chairman) (as Ordinary Resolution 2.1);
2.2 Prof M Haus (as Ordinary Resolution 2.2); and
2.3 Dr R Stewart (as Ordinary Resolution 2.3).
A brief curriculum vitae in respect of each of the above non-executive directors offering themselves for re-election as a member of the Audit
Committee, is set out on pages 52 and 53 of the Integrated Report.
To be approved, each of the resolutions for the election of members of the Audit Committee in Ordinary Resolution 2 requires the support of
more than 50% (fifty percent) of the voting rights exercised on the resolution.
If Ordinary Resolution 2 is approved, the effect would be to elect the abovementioned directors to the Audit Committee until the next Annual
General Meeting of the Company.
ANNUAL GENERAL MEETING – EXPLANATORY NOTES