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Vodacom Group Limited

Integrated report for the year ended 31 March 2016

86

Notice of annual general meeting

continued

John William Lorimer Otty (52)

Non-executive director

(MA Electronic Engineering) (ACA)

John is the Vodafone CFO for Africa, Middle East and Asia Pacific region. He joined Vodafone in December 1992 and has held a

number of senior executive positions in Vodafone, including that of Group technology financial director, interim CFO of Vodafone

India and Vodafone Group Plc internal audit director. He was appointed to the Vodacom Group Board in September 2012.

Mohamed Shameel Aziz Joosub (45)

Chief Executive Officer and executive director of Vodacom Group

Chairman of the Vodacom Group Executive Committee and Vodacom (Pty) Limited

Bachelor of Accounting Science (Honours) (Unisa) and MBA (Southern Queensland University, Australia), Associated General

Accountant and Commercial and Financial Accountant (SA)

Shameel is a former CEO of Vodafone Spain. He was previously the Managing Director of Vodacom South Africa and a director of the

Vodacom Group Board from 2000 until 2010 prior to his secondment to Vodafone Spain. Shameel joined Vodacom in March 1994

after completing his articles and has been Managing Director in a number of Vodacom companies since 1998. He was re-appointed

to the Vodacom Group Board in September 2012 after his return from Vodafone Spain.

3. Appointment of PricewaterhouseCoopers Inc. as auditors of the Company

To appoint PricewaterhouseCoopers Inc., as nominated by the Company’s Audit, Risk and Compliance Committee, as independent

auditors of the Company, to hold office until the conclusion of the next annual general meeting of the Company. It is noted that the

individual registered auditor who will undertake the audit during the financial year ending 31 March 2017, is Mr DB von Hoesslin.

Ordinary resolution number 8

“RESOLVED THAT PricewaterhouseCoopers Inc. be and are hereby appointed as the auditors of the Company to hold office until the

conclusion of the next annual general meeting.”

4. Approval of the remuneration philosophy

To consider and approve the remuneration philosophy as contained in the Remuneration report for the year ended 31 March 2016 as set

out on pages 65 to 69 of the integrated report.

Ordinary resolution number 9

“RESOLVED THAT the remuneration philosophy for the year ended 31 March 2016 be and is hereby approved.”

Shareholders are reminded that in terms of King III, the passing of this ordinary resolution is by way of a non-binding vote.

5. Appointment of the members of the Audit, Risk and Compliance Committee

To elect, by way of separate resolutions, the following independent non-executive directors, as members of the Company’s Audit,

Risk and Compliance Committee:

Ordinary resolution number 10

“RESOLVED THAT Mr DH Brown be and is hereby re-elected as a member of the Company’s Audit, Risk and Compliance Committee.”

Ordinary resolution number 11

“RESOLVED THAT Mr PJ Moleketi be and is hereby re-elected as a member of the Company’s Audit, Risk and Compliance Committee.”

Ordinary resolution number 12

“RESOLVED THAT Ms BP Mabelane be and is hereby re-elected as a member of the Company’s Audit, Risk and Compliance Committee.”

The profiles of the directors up for membership appear in this notice of annual general meeting: