Adcock Ingram Integrated Report 2018

149 ADCOCK INGRAM  Integrated Report 2018 Annual General Meeting – Explanatory notes PRESENTATION OF ANNUAL FINANCIAL STATEMENTS AND REPORTS Section 61(8) of the Companies Act requires directors to present the annual financial statements for the ye a r ended 30 June 2018 to shareholders, together with the reports of the directors, external Auditors and the Audit Committee at the AGM. 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 (www.adcock.com) . 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 AGM. The Social, Ethics and Transformation Committee’s report will be presented during the AGM. 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 who were appointed by the Board to fill a vacancy or as an addition to the Board shall retire in terms of clause 15.5. 1.1 Ms N Madisa (as Ordinary resolution number 1.1) retires by rotation in terms of clause 15.5 of the MOI; The following non-executive directors accordingly retire by rotation as required in terms of clause 17.1 of the MOI: 1.2 Prof M Haus (as Ordinary resolution number 1.2); 1.3 Mr Makwana (as Ordinary resolution number 1.3); and Ms Madisa, Prof Haus, and Mr Makwana have offered themselves for re-election and, having been evaluated and had their suitability for re-appointment confirmed by the Nominations Committee, are eligible for re-election. Brief curriculum vitae in respect of the retiring directors who have offered themselves for re-election, are set out on page 6 of the Integrated Report. To be approved, each of the resolutions set out under Ordinary Resolution 1 requires the support of more than 50% (fifty percent) of the voting rights exercised on the resolution. If each of the resolutions set out under Ordinary Resolution 1 is approved, the effect would be to elect the retiring directors who have offered themselves for re-election (i.e. Ms Madisa, Prof Haus and Mr Makwana) as non-executive directors to the Board of the Company until such time as any of them resign 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 directors of the Board at each AGM. In order to comply with this provision of the Companies Act, the Board, following a recommendation by the Nominations Committee, hereby nominates the following non-executive directors to be elected as members of the Audit Committee: 2.1 Ms J John (Chairperson) (as Ordinary Resolution 2.1); 2.2 Ms L Boyce (as Ordinary Resolution 2.2); 2 . 3 Prof M Haus (as Ordinary Resolution 2.3) subject to being re-elected as a director in terms of resolution 1.2); and 2 . 4 Dr R Stewart (as Ordinary Resolution 2.4). 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 page 6 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 AGM of the Company. Ordinary Resolution 3 – 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 AGM 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 EY as responsible for performing the functions of the Company’s auditor on behalf of EY, namely Mr Warren Kinnear, 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 pages 64 and 65 of the Integrated Report.