Vodacom Integrated Report 2017

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90 Vodacom Group Limited Integrated report for the year ended 31 March 2017
Reason for and effect of special resolution number 1
The reason for the special resolution is to grant the Company a general authority or permit a subsidiary Company to acquire ordinary
shares in the Company. The effect of this special resolution is to confer a general authority on the Company or a subsidiary to
repurchase ordinary shares in the Company which are in issue from time to time.
The Board has considered the impact of a repurchase of up to 5% (five percent) of the Company’s shares, being within the maximum
permissible under a general authority in terms of the JSE Listings Requirements. Should the opportunity arise and should the
directors deem it in all respects to be advantageous to the Company to repurchase such shares, it is deemed appropriate that the
Company or a subsidiary be authorised to repurchase the Company’s shares. Any shares that may be repurchased for the time being
shall be in connection with awards made in the normal course in respect of the Company’s Forfeitable Share Plan. During the 2017
financial year, the Company acquired 1 386 131 shares in the market for purposes of awards of the forfeitable share plan.
Disclosure in terms of section 11.26 of the JSE Listings Requirements
The JSE Listings Requirements require the following disclosures, which are disclosed in the audited consolidated annual financial
statements and this Integrated report as set out below:
Page
Major shareholders 82
Share capital
Authorised
4 000 000 000 ordinary shares of no par value
Issued
1 487 954 000 ordinary shares of no par value
Directors’ responsibility statement
The directors, whose names appear on page 60 collectively and individually accept full responsibility for the accuracy of the
information pertained to this special resolution and certify to the best of the their knowledge and belief there are no facts that have
been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have
been made and this special resolution contains all the information required by the JSE Listings Requirements.
Material change
There has been no material change in the affairs of or financial position of the Company and its subsidiaries since year end.
7.2 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 2017 on the basis set out as follows:
Current fee
R
Proposed fee
R Increase %
Chairman of the Board1 2 300 000 2 600 000 13.0
Lead independent director – 550 000 n/a
Member of the Board 390 000 450 000 15.4
Chairman of the Audit, Risk and Compliance Committee 320 000 322 000 0.6
Member of the Audit, Risk and Compliance Committee 175 000 184 000 5.1
Chairman of the Remuneration Committee 240 000 245 000 2.1
Member of the Remuneration Committee 135 000 140 000 3.7
Chairman of the Nomination Committee 210 000 210 000 –
Member of the Nomination Committee 120 000 120 000 –
Chairman of the Social and Ethics Committee 210 000 210 000 –
Member of the Social and Ethics Committee 120 000 120 000 –
Other2 100 000 100 000 –
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.
Notice of annual general meeting continued