Blue Label Telecoms Integrated Annual Report 2019

Blue Label integrated annual report 2019 125 ABOUT US 1 – 21 LEADERSHIP 22 – 29 PERFORMANCE 30 – 73 GOVERNANCE 74 – 120 SHAREHOLDERS’ INFORMATION AND ADMINISTRATION 121 – IBC EXPLANATORY NOTES Presentation of the annual financial statements In terms of section 61(8)(a) of the Act, the Directors’ report, audited Group annual financial statements for the immediately preceding financial year and the Audit, Risk and Compliance Committee report are to be presented to shareholders at the AGM. Ordinary resolution numbers 1 to 3 (inclusive): Re-election of Directors In accordance with the MoI, one-third of the Directors are required to retire at each AGM and may offer themselves for re-election. Messrs MS Levy, JS Mthimunye and LM Nestadt retire by rotation at the AGM in accordance with article 25.17 of the MoI, and have offered themselves for re-election. Brief biographies of the Directors are on pages 24 and 25. The Board is satisfied with the performance of each of the Directors standing for re-election and that they will continue to make an effective and valuable contribution to the Company and to the Board. The Board recommends to shareholders that they should vote in favour of the re-election of each of the Directors referred to in ordinary resolution numbers 1 to 3 (inclusive). Ordinary resolution number 4: Reappointment of external auditor In terms of section 90(1) of the Act, each year at its AGM, the Company must appoint an auditor meeting the requirements of section 90(2) of the Act. PricewaterhouseCoopers Incorporated (PwC) expressed its willingness to continue in office and this resolution proposes the reappointment of PwC as the Company’s auditor until the next AGM. In addition, Mr Pietro Calicchio is appointed as the individual registered auditor for the ensuing year as contemplated in section 90(3) of the Act. The Audit, Risk and Compliance Committee has satisfied itself that the proposed auditor, PwC and Mr Pietro Calicchio, who replaces Mr D Storm in line with mandatory audit partner rotation are independent of the Company in accordance with sections 90 and 94 of the Act and the applicable rules of the International Federation of Accountants. The Audit, Risk and Compliance Committee has recommended the reappointment of PwC as independent registered auditor of Blue Label for the 2020 financial year. Ordinary resolution numbers 5 to 7 (inclusive): Election of Audit, Risk and Compliance Committee members In terms of section 94(2) of the Act, each Audit Committee member must be elected by shareholders at its AGM. King IV likewise requires shareholders of a public company to elect each member of an audit committee at an AGM. In terms of Regulation 42 of the Companies Regulations 2011, relating to the Act, at least one- third of the members of the Company’s Audit, Risk and Compliance Committee at any particular time must have academic qualifications, or experience in economics, law, corporate governance, finance, accounting, commerce, industry, public affairs or human resource management. Each of the proposed members is duly qualified, as is evident from the biographies of each member, as contained on page 25. Ordinary resolution number 8: Non-binding advisory vote: Endorsement of the remuneration and reward policy King IV requires a company to table its remuneration and reward policy for a non-binding advisory vote by shareholders at its AGM. This vote enables shareholders to endorse the Remuneration Policy adopted for Executive Directors. The Blue Label Remuneration Policy is contained on pages 98 to 120. The advisory vote is of a non-binding nature only and therefore failure to pass this resolution will not have any legal consequences relating to existing arrangements. However, the Board will take cognisance of the outcome of the vote when considering the Company’s remuneration and reward policy and the remuneration of Executive Directors. In the event that this non-binding advisory endorsement approving the Company’s remuneration and reward policy is voted against by shareholders exercising 25% (twenty-five percent) or more of the voting rights exercised, the Company undertakes to engage with its shareholders in order to ascertain the reasons for objection, and to address appropriately legitimate and reasonable objections and concerns. Ordinary resolution number 9: Non-binding advisory vote: Endorsement of the remuneration implementation report King IV requires a company to table its remuneration implementation report for a non-binding advisory vote by shareholders at its AGM. This vote enables shareholders to endorse the remuneration implementation report for Executive Directors. The Blue Label remuneration implementation report is contained on pages 115 to 120. The advisory vote is of a non-binding nature only and therefore failure to pass this resolution will not have any legal consequences relating to existing