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BLUE LABEL
INTEGRATED ANNUAL REPORT 2017
9. Ordinary resolution number 9: Directors’ authority to implement ordinary and special resolutions
Resolved that each and every Director of the Company is authorised to do all such things and sign all such documents as
may be necessary for or incidental to the implementation of the ordinary and special resolutions passed at the AGM.
ADVISORY VOTE
There is no minimum percentage of voting rights required for an advisory vote to be adopted.
As a non-binding advisory vote, the Company’s remuneration policy (excluding the remuneration of non-executive directors
and members of Committees of the Board for their services as Directors and members of such committees) as set out on
pages 57 to 59 is endorsed by shareholders.
SPECIAL RESOLUTIONS
In terms of sections 62(3)(c) and 65(9) of the Act, the minimum percentage of voting rights required for each of the following
special resolutions to be passed is 75% of the voting rights exercised.
1. Special resolution number 1: Non-executive directors’ remuneration
Resolved that in terms of section 66(9) of the Act, the following remuneration shall be payable to the non-executive
directors for their services as Directors for the period 1 June 2017 to 31 May 2018:
The proposed fees payable to Non-Executive Directors are set out below:
Current fee
2017
R
Proposed fee
2018
R
Services as Directors
– Chairman of the Board (per annum)
1 008 404 1 700 000
– Board members (per meeting)
46 171
–
– Board members (per annum)
–
375 000
Audit, Risk and Compliance Committee
– Chairman (per meeting)
64 126
–
– Chairman (per annum)
–
340 000
– Member (per meeting)
38 476
–
– Member (per annum)
–
210 000
Remuneration and Nomination Committee
– Chairman (per meeting)
51 301
–
– Chairman remuneration (per annum)
–
200 000
– Chairman nomination (per annum)
–
140 000
– Member (per meeting)
30 782
–
– Member (per annum)
–
120 000
Investment Committee
– Chairman (per meeting)
38 476
–
– Chairman (per annum)
–
200 000
– Member (per meeting)
23 086
–
– Member (per annum)
–
120 000
Transformation, Social and Ethics Committee
– Chairman (per meeting)
38 476
–
– Chairman (per annum)
–
120 000
– Member (per meeting)
23 086
–
– Member (per annum)
–
75 000
Ad hoc Committee
– Chairman (per meeting)
38 476
45 000
– Member (per meeting)
23 086
27 000
Notice
of annual general meeting
continued