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Integrated Report 2016
SHAREHOLDER INFORMATION
(continued)
SIX
THREE
ONE
FOUR
TWO
Special Resolution 1 – Financial assistance to related and inter-related parties
It is important for the Group to be able to administer its cash resources efficiently. From time to time it is advisable for the Company to borrow
from its subsidiaries, and to on-lend or provide loans to its subsidiaries and other potential recipients envisaged in Special Resolution 1 in
accordance with the provisions of section 45 of the Companies Act. It is not possible to detail in advance all instances where such financial
assistance could be required, and approval is accordingly sought as contemplated in section 45(3)(a)(ii) of the Companies Act generally for
the provision of financial assistance to certain categories of potential recipients. If approved, this general authority will expire at the end of 2
(two) years from the date on which Special Resolution 1 is approved. In addition, it would be impractical and difficult to obtain shareholder
approval every time the Company wishes to provide financial assistance as contemplated above. Accordingly, the Company requires flexibility
and the authority to act promptly as the need arises, and the authority of this special resolution is sought in advance to obviate the need for
shareholder approval in each instance.
To be approved, Special Resolution 1 requires the support of more than 75% (seventy five percent) of the voting rights exercised on the resolution.
If Special Resolution 1 is approved, the effect would be to authorise the Company to grant the aforementioned financial assistance to the
relevant persons, subject to compliance with the MOI and the 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).
Special Resolution 2 – Proposed remuneration of non-executive directors payable with effect from 1 December 2016
Shareholders are requested to consider and if deemed appropriate, approve the proposed annual market related fees and remuneration
payable monthly or quarterly (as may be arranged with individual directors) in arrears to non-executive directors for their services as directors
(which for clarity includes their participation in sub-committees of the Board) with effect from 1 December 2016 until the next Annual General
Meeting as set out in the table hereunder. Full particulars of all fees and remuneration for the past financial year are contained on page 67 the
Integrated Report. Since the coming into effect of the Companies Act, in particular sections 65(11), 66(8) and (9), remuneration may only be
paid to directors for their services as directors in accordance with a special resolution approved by the shareholders (i.e. a resolution passed
with the support of at least 75% (seventy five percent) of the voting rights exercised on the resolution) within the previous 2 (two) years.
To be approved, Special Resolution 2 requires the support of at least 75% (seventy five percent) of the voting rights exercised on the resolution.
Category
Current annual
remuneration
Proposed annual
remuneration payable
with effect from
1 December 2016
Board
Chairman
1 022 570
1 083 920
Deputy Chairman
500 000
Board member
233 965
248 000
Audit Committee
Chairman
222 045
235 370
Audit Committee member
111 020
117 680
Risk and Sustainability Committee
Chairman
222 045
235 370
Committee member
111 020
117 680
Human Resources, Remuneration and Nominations Committee
Chairman
91 155
118 075
Committee member
57 850
61 270
Social, Ethics and Transformation Committee
Chairman
85 545
118 075
Committee member
46 280
58 500