170 / 182
166 |
Integrated Report 2016
SHAREHOLDER INFORMATION
(continued)
ANNUAL GENERAL MEETING –
EXPLANATORY NOTES
CONTINUED
Ordinary Resolution 3 – Ratification of appointment of the executive directors
In terms of paragraph 18 of Adcock Ingram’s MOl, the Board may from time to time appoint one or more executive directors as the Board deems
fit, and such executive director shall not, whilst he/she continues to hold that position or office, be subject to mandatory retirement in terms
of the MOl. However, in compliance with the JSE Listings Requirements, the appointment of such executive director to the office of director
shall, in terms of paragraph 18.2.1 of the MOl, terminate if not ratified by ordinary resolution at the next annual general meeting following such
appointment.
The following executive directors were appointed by the Board since the previous annual general meeting of the Company:
3.1 Ms D Neethling was appointed to the position of Chief Financial Officer and Executive Director of Adcock Ingram on 23 February 2016;
and
3.2.
Ms BJ Letsoalo was appointed as Executive Director: Human Capital and Transformation of Adcock Ingram on 25 August 2016.
It is accordingly necessary for the appointment of the abovementioned executive directors to be ratified by ordinary resolution at the annual
general meeting. Brief curricula vitae in respect of Ms D Neethling and Ms B Letsoalo is set out on pages 50 and 51 of the Integrated Report.
To be approved, each of Ordinary Resolution 3.1 and Ordinary Resolution 3.2 requires the support of more than 50% (fifty percent) of the voting
rights exercised on the resolution.
If each of Ordinary Resolutions 3.1 and 3.2 are approved, the effect would be to ratify the Board’s appointment of (i) Ms D Neethling to the
position of Chief Financial Officer and Executive Director of Adcock Ingram; and (ii) Ms BJ Letsoalo to the position of Executive Director: Human
Capital and Transformation of Adcock Ingram.
Ordinary Resolution 4 – Re-appointment of External Auditors
In terms of section 90(1) of the Companies Act the Company must appoint an auditor each year at its Annual General Meeting by way of an
ordinary resolution of the shareholders entitled to exercise voting rights on that resolution. In terms of section 94(7)(a) (as read with section
90(2)) of the Companies Act, the Audit Committee of the Company must nominate a registered auditor for appointment as auditor of the
Company who is, in the opinion of the Audit Committee, independent of the Company.
The Audit Committee has nominated Ernst & Young Inc. (“
EY
”) as the independent external auditors of the Company. The Audit Committee is
satisfied that EY and the individual auditor designated by Ernst & Young as responsible for performing the functions of the Company’s auditor
on behalf of Ernst & Young, namely Mr Dave Cathrall, can be regarded as independent and are thereby able to conduct their audit functions
without any conflict or influence. The relevant section of the Audit Committee Report relating to the Audit Committee’s nomination of EY as
the auditors of the Company is contained on page 73 of the Integrated Report.
Ernst & Young Inc. has confirmed its willingness to continue in office and Ordinary Resolution 4 proposes the re-appointment of that firm as
the Company’s auditors with effect from 1 December 2016 until the next Annual General Meeting. As contemplated in section 90(3) of the
Companies Act, the name of the designated auditor, Mr Dave Cathrall, forms part of the resolution. The resolution also notes the remuneration
of the independent external auditors as determined by the Audit Committee of the Board.
To be approved, Ordinary Resolution 4 requires the support of more than 50% (fifty percent) of the voting rights exercised on the resolution.
If Ordinary Resolution 4 is approved, the effect would be to approve the appointment of EY as the independent external auditors of the
Company until the next Annual General Meeting of the Company.
Ordinary Resolution 5 – Delegation of Authority
This reason for Ordinary Resolution 5 is to authorise any 1 (one) director or the Company Secretary of the Company to do all such things and
sign all documents and take all such action as he/she may consider necessary to implement the resolutions set out in the notice convening
the Annual General Meeting at which Ordinary Resolution 5 will be considered.
To be approved, Ordinary Resolution 5 requires the support of more than 50% (fifty percent) of the voting rights exercised on the resolution.
Ordinary Resolution 6 – Approval of the Remuneration policy
Chapter 2 paragraph 186 of King III dealing with boards and directors requires companies to table their remuneration policy to shareholders
every year for a non-binding advisory vote at the Annual General Meeting. This vote enables shareholders to express their views on the
remuneration policies adopted and on their implementation. The Company’s and the Group’s remuneration report is contained on pages 58
to 67 of the Integrated Report. Ordinary Resolution 6 is of an advisory nature only and failure to pass this resolution will therefore not have any
legal consequences relating to existing arrangements. However, the Board will take the outcome of the vote into account when reviewing the
Company’s and the Group’s remuneration policy.
To be approved, Ordinary Resolution 6 requires the support of more than 50% (fifty percent) of the voting rights exercised on the resolution.
SHAREHOLDER
INFORMATION