93 / 98
89
Our performance
Our business
Governance review
Administration
Overview
6.2 Increase in non-executive directors’ fees
Special resolution number 2
“RESOLVED THAT the level of non-executive directors’ fees be increased with effect from 1 August 2016 on the basis set out as
follows:
Current fee
R
Proposed fee
R
Increase
%
Chairman of the Board
1
2 100 000 2 300 000
9.52
Member of the Board
360 000
390 000
8.33
Chairman of the Audit, Risk and Compliance Committee
300 000
320 000
6.67
Member of the Audit, Risk and Compliance Committee
160 000
175 000
9.37
Chairman of the Remuneration Committee
230 000
240 000
4.35
Member of the Remuneration Committee
130 000
135 000
3.85
Chairman of the Nomination Committee
210 000
210 000
0.00
Member of the Nomination Committee
120 000
120 000
0.00
Chairman of the Social and Ethics Committee
200 000
210 000
5.00
Member of the Social and Ethics Committee
115 000
120 000
4.35
Other
2
100 000
100 000
0.00
1. This is an all in fee. The Chairman does not earn any other fees other than this despite being the Chairman of the Nomination Committee and member of the
Social and Ethics Committee.
2. Other fees are for payment of attendance of ad hoc committees that may be set up from time to time to deal with special items requiring attention by the Board.
Instead of convening a full Board meeting, these ad hoc committees then meet to review the matter concerned.
Reason for and effect of special resolution number 2
The reason for proposing special resolution number 2 is to ensure that the level of fees paid to non-executive directors remain
competitive to enable the Company to attract and retain persons of the calibre required in order to make a meaningful contribution
to the Company, having regard to the appropriate capability, skills and experience required.
The effect of special resolution number 2 is the level of fees as set out above is increased with effect from 1 August 2016.
6.3 Sections 44 and 45: approval – financial assistance to staff and executives of the Group to subscribe for or
acquire options or securities in the Company
Special resolution number 3
“RESOLVED THAT the Board of Directors of the Company (‘Board’) be and is hereby authorised in terms of sections 44(3)(a)(ii) and
45(3)(a)(ii) of the Companies Act, No 71 of 2008, as amended (‘the Act’), as a general approval (which approval will be in place for a
period of two years from the date of adoption of this special resolution number 3), to authorise the Company to provide direct or
indirect financial assistance (‘financial assistance’ will herein have the meaning attributed to such term in sections 44(1) and 45(1)
of the Act) to any staff member or executive employed by the Company or by any subsidiary of the Company (‘subsidiary’ will
herein have the meaning attributed to such term in section 3 of the Act) (‘Group’) for purposes of, or in connection with, the
subscription for or acquisition of any option or securities issued or to be issued by the Company or a related or inter-related
company (‘related or inter-related’ will herein have the meaning attributed to such terms in section 2 of the Act), for the sole
purpose of implementing a Black Economic Empowerment (BEE) transaction for the benefit of staff and executives of the Group.
Reason for and effect of special resolution number 3
The Company is considering various proposals with regards to implementing a BEE transaction for the benefit of staff and
executives of the Group. These proposals include staff and executives directly or indirectly subscribing for and/or acquiring options
or securities issued or to be issued by the Company or a related or inter-related company.
The purpose for this resolution is to grant the Board the authority to provide loans, guarantees and/or other financial assistance for
the sole purpose of assisting staff and executives of the Group to directly or indirectly subscribe for and/or acquire options or
securities issued or to be issued by the Company or a related or inter-related company for purposes of the BEE transaction so
contemplated. The authority from shareholders sought in terms of special resolution number 3 is required only to the extent that
the provision of the financial assistance falls outside the parameters of sections 44(3)(a)(i) or 45(3)(a)(i) of the Act, namely where
the financial assistance is given pursuant to an employee share scheme that satisfies the requirements of section 97.