Print   |   Bookmark   |   Enlarge text    |   Reduce text   |   Corporate data

Annual general meeting – explanatory notes

 

1.
ANNUAL FINANCIAL STATEMENTS
  At the annual general meeting, the directors must present the annual financial statements for the year ended 28 February 2010 to shareholders, together with the reports of the directors and the auditors. These are contained within the integrated annual report.
   
2.
RE-ELECTION OF DIRECTORS
  In accordance with the company’s articles of association, one-third of the directors are required to retire at each annual general meeting and may offer themselves for re-election.

Dr WP Venter and Messrs MJ Leeming, JRD Modise, PD Redshaw and PL Wilmot retire from the board in accordance with articles 16.1. and 16.4 of the company’s articles of association.

A brief biography in respect of each director offering himself for re-election is contained within this integrated annual report.

The board of directors of the company has reviewed the composition of the board against corporate governance and transformation requirements and has recommended the re-election of the directors listed above. It is the view of the board that the re-election of the candidates referred to above would enable the company to:
 
  • responsibly maintain a mixture of business skills and experience relevant to the company and balance the requirements of transformation, continuity and succession planning; and
  • comply with corporate governance requirements in respect of matters such as the balance of executive, non-executive and independent directors on the board.
  In addition, the nomination committee of the company has conducted an assessment of the performance of each of the retiring directors and has reviewed the skills, knowledge, experience, diversity and demographics represented on the board. Having received the results of that assessment and review, the board is satisfied that each of their performance continues to be effective and to demonstrate commitment to their roles. Accordingly, the board recommends to shareholders the re-election of each of the retiring directors referred to in resolution 2.
   
3.
REAPPOINTMENT OF INDEPENDENT AUDITOR
  KPMG Inc. has indicated its willingness to continue in office and resolution 3 proposes, among others, the reappointment of that firm as the company’s external auditor until the next annual general meeting.

At an Altron audit committee meeting held on 25 February 2010, the committee considered the independence of the external auditor KPMG Inc., in accordance with section 270A of the Corporate Laws Amendment Act. In assessing the independence of the external auditor, the audit committee satisfied itself that KPMG Inc.:
 
  • does not hold a financial interest (either directly or indirectly) in Altron;
  • does not hold a position, either directly or indirectly, that gives the right or responsibility to exert significant influence over the financial or accounting policies of Altron;
  • is not economically dependent on Altron, having specific regard to the quantum of the audit fees paid by Altron and its subholding companies to KPMG Inc. during the period under review in relation to its total fee base;
  • does not provide consulting or non-audit-related services to Altron or its subholding companies which fall outside the permitted or qualified non-audit-related services as specified in the policy for the use of the external auditor for non-audit-related services and which could compromise or impair the external auditor’s independence (see audit committee report within this website of the integrated annual report); and
  • including the individual registered auditor who undertakes the audit, does not have personal or business relationships of immediate family, close relatives, partners or retired partners, either directly or indirectly, with Altron and its subholding companies.
 

Accordingly, the Altron audit committee is satisfied that KPMG Inc. is independent as contemplated by the South African Independence laws and the applicable rules of the International Federation of Accountants (IFAC) and nominated the reappointment of KPMG Inc. as independent registered auditor for the 2010/2011 financial year. On 26 February 2010, the Altron board, subject to shareholder approval, reappointed KPMG Inc. and Mr NH Southon as the independent registered audit firm and individual registered auditor of Altron respectively.

Furthermore, the Altron audit committee has, in terms of paragraph 3.86 of the JSE Listings Requirements, considered and satisfied itself that KPMG Inc., the reporting accountant and individual auditor are accredited to appear on the JSE List of Accredited Auditors, in compliance with section 22 of the JSE Listings Requirements.
   
4.
SPECIAL RESOLUTION NUMBER 1: GENERAL AUTHORITY TO REPURCHASE SHARES
  The effect of special resolution number 1 and the reason therefore is to grant the company or any of its subsidiaries a general approval in terms of the Companies Act, No 61 of 1973, as amended (the Companies Act), for the acquisition by the company or any of its subsidiaries of the company’s shares, which general approval shall be valid until the earlier of such next annual general meeting of the company or its variation or revocation of such general authority by special resolution at any subsequent general meeting of the company, provided that the general authority shall not extend beyond 15 months from the date of this annual general meeting.

The directors are of the opinion that it would be in the best interests of the company to extend such general authority and thereby allow the company or any of its subsidiaries to be in a position to repurchase the securities issued by the company through the order book of the JSE, should the market conditions, tax dispensation and price justify such an action.
   
5.
ORDINARY RESOLUTIONS NUMBERS 1 AND 2: CONTROL OF AUTHORISED BUT UNISSUED SHARES AND GENERAL AUTHORITY TO ISSUE SHARES FOR CASH
  In terms of sections 221 and 222 of the Companies Act, the shareholders have to approve the placement of the unissued shares under the control of the directors. The existing authorities granted by the shareholders at the previous annual general meeting held on 14 July 2009 expire at the annual general meeting to be held on 14 July 2010 unless renewed. The authorities will be subject to the Companies Act and the JSE Listings Requirements. Ordinary resolution number 1 requires a 50% majority of the votes cast by shareholders present or represented by proxy at this annual general meeting.

Ordinary resolution number 2 requires the approval of a 75% majority of the votes cast by shareholders present or represented by proxy at this annual general meeting in order for this ordinary resolution to become effective.

The directors consider it advantageous to renew these authorities to enable the company to take advantage of any business opportunity that may arise in future.
   
6.
ELECTION OF AUDIT COMMITTEE MEMBERS
  Chapter 3 of the King Report on Governance for South Africa 2009 (King III) requires the shareholders of a public company to elect the members of an audit committee at each annual general meeting. In accordance therewith the nomination committee should present shareholders with suitable candidates for election as audit committee members.

At a recent meeting of the nomination committee the committee satisfied itself that, among others, the independent non-executive directors offering themselves for election as members of the Altron audit committee:
 
  • are independent non-executive directors as contemplated in King III and the JSE Listings Requirements;
  • are suitably qualified and experienced for audit committee membership (see the report of the audit committee which appears here);
  • have an understanding of integrated annual reporting (including financial reporting), internal financial controls, external and internal audit processes, risk management, sustainability issues and the governance processes (including information technology governance) within the company;
  • collectively possess skills which are appropriate to the company’s size and circumstances, as well as its industry;
  • have an understanding of International Financial Reporting Standards, South African Statements of Generally Accepted Accounting Practice and other financial and sustainability reporting standards, regulations and guidelines applicable to the company; and
  • adequately keep up to date with key developments affecting their required skills set.
  For further details regarding the performance of the audit committee during the period under review, please refer to the report of the audit committee which appears within this website of this integrated annual report.
   
7.
ALTRON REMUNERATION POLICY
  Chapter 2 of King III dealing with boards and directors requires companies to every year table their remuneration policy to shareholders for a non-binding advisory vote at the annual general meeting. This vote enables shareholders to express their views on the remuneration policies adopted and on their implementation.

Altron’s remuneration report is contained within this website of this integrated annual report. The remuneration report includes, among other things, Altron’s remuneration policy, details of the members of the remuneration committee and describes the remuneration arrangements in place for the executive directors and non-executive directors.

Ordinary resolution number 4 is of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing arrangements. However the board will take the outcome of the vote into consideration when considering the company’s remuneration policy.
   
8.
FEES OF NON-EXECUTIVE DIRECTORS
  Ordinary resolution number 5 is required to obtain the approval of the company, in general meeting of the revised fees payable to the non-executive directors for the 12-month period commencing with effect from 1 September 2010. Fee increases are only implemented after formal approval by shareholders.

This resolution is recommended by the company’s board of directors. Full particulars of all fees for the past year as well as the process followed by the remuneration committee in recommending board fees are contained within this website of this integrated annual report.

Altron’s remuneration committee is satisfied that having engaged external remuneration consultants to review the non-executive fees, these are relative to the median fees paid to non-executive directors of other similar sized public listed companies in South Africa.