company meeting type date page - perpetua website · 2016-08-29 · company: tsogo sun holdings...

All PortfoliosSummary of voting recommendations for the period October 2014 to December 2014

Company Meeting Type Date Page

Tsogo Sun Holdings Limited AGM 15-Oct-14 2

Impala Platinum Holding Limited AGM 22-Oct-14 4

BHP Billiton Plc AGM 23-Oct-14 5

AVI Limited AGM 30-Oct-14 7

Murray & Roberts Holdings Limited AGM 06-Nov-14 9

Wilson Bayly Holmes - Ovcon Limited AGM 12-Nov-14 10

Sasol Limited AGM 21-Nov-14 11

Clover Industries Limited AGM 21-Nov-14 13

Adcock Ingram Holdings Limited AGM 21-Nov-14 15

Remgro Limited AGM 25-Nov-14 17

FirstRand Limited AGM 02-Dec-14 18

African Rainbow Minerals Limited AGM 03-Dec-14 20

PPC Limited GM 08-Dec-14 22

Company: Tsogo Sun Holdings Limited

Event: AGM

Date Of Meeting:

ORDINARY RESOLUTIONSPERPETUA INVESTMENT MANAGERS RECOMMENDATION

RESOLUTION NO. FOR AGAINST ABSTAIN MEETING OUTCOME

Adoption of annual financial statements and reports 1 X Approved

Appointment of auditors 2 X Approved

Election of Ms BA Mabuza as a director 3.1 X Approved

Re-election of Mr JA Copelyn as a director 3.2.1 X Approved

Re-election of Mr RG Tomlinson as a director 3.2.2 X Approved

Appointment of Mr JG Ngcobo to the audit and risk

committee4.1 X

Approved

Appointment of Mr RG Tomlinson to the audit and risk

committee 4.2X

Approved

Appointment of Ms BA Mabuza to the audit and risk

committee 4.3X

Approved

Non-binding advisory resolution approving the company’s

remuneration policy 5X

Approved

SPECIAL RESOLUTIONSPERPETUA INVESTMENT MANAGERS RECOMMENDATION

General authority to repurchase shares 2 X

Approval of provision of financial assistance to related or

inter-related companies or corporations3 X

Approved

15/10/2014

Approval of the issue of shares or options and the grant of

financial assistance in terms of the company’s share-based

incentive schemes

4 X

Approved

Perpetua Investment Managers Proprietary Limited is an authorised financial services provider.

Company: Impala Platinum Holding Limited

Event: AGM

Date Of Meeting:



Appointment of external auditors 1 X Approved

Appointment of members of audit committee 2

HC Cameron – chairman 2.1 X Approved

AA Maule 2.2 X Approved

TV Mokgatlha 2.3 X Withdrawn

B Ngonyama 2.4 X Approved

Endorsement of the Company’s remuneration policy 3 X Approved

Re-election of directors 4

AA Maule 4.1 X Approved

TV Mokgatlha 4.2 X Approved

KDK Mokhele 4.3 X Approved

B Ngonyama 4.4 X Approved



Approval of directors’ remuneration 1 X Approved

Acquisition of Company’s shares by Company or subsidiary 2 X Approved


22/10/2014

Company: BHP Billiton Plc

Event: AGM

Date Of Meeting:



To receive the 2014 Financial Statements and Reports for BHP

Billiton1 X

Approved

To reappoint KPMG LLP as the auditor of BHP Billiton Plc 2 X Approved

To authorise the Risk and Audit Committee to agree the

remuneration of the auditor of BHP Billiton Plc3 X

Approved

To renew the general authority to issue shares in BHP Billiton

Plc4 X

Approved

To approve the authority to issue shares in BHP Billiton Plc for

cash5 X

Approved

To approve the repurchase of shares in BHP Billiton Plc 6 X Approved

To approve the Directors’ remuneration policy 7 X Approved

To approve the 2014 Remuneration Report other than the part

containing the Directors’ remuneration policy8 X

Approved

To approve the 2014 Remuneration Report 9 X Approved

To approve leaving entitlements 10 X Approved

To approve grants to Andrew Mackenzie 11 X Approved

To elect Malcolm Brinded as a Director of BHP Billiton 12 X Approved

To re-elect Sir John Buchanan as a Director of BHP Billiton 14 X Approved

To re-elect Carlos Cordeiro as a Director of BHP Billiton 15 X Approved

23/10/2014

To re-elect Pat Davies as a Director of BHP Billiton 16 X Approved

To re-elect Carolyn Hewson as a Director of BHP Billiton 17 X Approved

To re-elect Andrew Mackenzie as a Director of BHP Billiton 18 X Approved

To re-elect Lindsay Maxsted as a Director of BHP Billiton 19 X Approved

To re-elect Wayne Murdy as a Director of BHP Billiton 20 X Approved

To re-elect Keith Rumble as a Director of BHP Billiton 21 X Approved

To re-elect John Schubert as a Director of BHP Billiton 22 X Approved

To re-elect Shriti Vadera as a Director of BHP Billiton 23 X Approved

To re-elect Jac Nasser as a Director of BHP Billiton 24 X Approved

To elect Ian Dunlop as a Director of BHP Billiton (this candidate

is not endorsed by the Board)25 X

Not Approved


Company: AVI Limited

Event: AGM

Date Of Meeting:



Adoption of the financial statement for the year ended 30 June

20141 X

Approved

Re-appointment of KPMG Inc. as the external auditors of the

Company2 X

Approved

Re-eelection of Mr SL Crutchley as a director 3 X Approved

Re-election of Mr OP Cressey as a director 4 X Approved

Re-election of Mr JR Hersov as a director 5 X Approved

Re-election of Mr GR Tipper as a director 6 X Approved

Election of RJD Inskip as a non-exectuve director 7 X Approved

Appointment of Mr MJ Bosman as a member and Chairman of

the Auidt and Risk Committee 8X

Approved

Appointment of Mr JR Hersov as a member of the Audit and Risk

Committee 9X

Approved

Appointment of Mrs NP Dongwana as a member of the Audit and

Risk Committee 10X

Approved

Ordinary resolution to endorse the remuneration policy (non-

binding advisory vote) 22X

Approved

30/10/2014

SPECIAL RESOLUTIONS

PERPETUA INVESTMENT MANAGERS RECOMMENDATION


Increase in fees payable to non-executive directors, excluding the

Chairman of the Board and the foreign nonb-executive director 11

X

Approved

Increase in fees payable to the Chairman of the Board 12 X Approved

Increase in fees payable to the foreign non-executive director 13 X Approved

Increase in fees payable to members of the Remuneration,

Nomination and Appointments Committee 14X

Approved

Increase in fees payable to members of the Audit and Risk

Committee 15X

Approved

Increase in fess payable to members of the Social and Ethics

Committee 16X

Approved

Increase in fees payable to Chairman of the Remuneration,

Nomination and Appointments Committee 17X

Approved

Increase in fees payable to the Chiarman of the Audit and Risk

Committee 18X

Approved

Increase in fees payable to Chairman of the Social and Ethics

Committee 19X

Approved

General authority to buy back shares 20 X Approved

Financial assistance to group entities 21 X Approved


Company: Murray & Roberts Holdings Limited

Event: AGM

Date Of Meeting:



Election of M Sello as a director X Approved

Election of RT Vice as a director X Approved

Election of JM McMahon as a director X Approved

Election of HJ Laas as a director X Approved

Election of R Havenstein as a director X Approved

Re-appointment Deloitte & Touche as external auditors X Approved

Approve the remuneration policy X Approved

Appointment of DD Barber as member of the audit &

sustainability committeeX

Approved

Appointment of JM McMahon as a member of the audit &

sustainability committeeX

Approved

Appointment of RT Vice as member of the audit & sustainability

committeeX

Approved

Forfeitable Share Plan and Share Option Scheme amendmentX

Approved

RESOLUTION NO. FOR AGAINST ABSTAIN

Fees payable to non-executive directors X Approved

General authority to repurchase shares X Approved

Financial assistance to related or inter-related companies X Approved


06/11/2014

Company: Wilson Bayly Holmes - Ovcon Limited

Event: AGM

Date Of Meeting:



Re-appointment of the auditors 1 X Approved

Election of Mr RW Gardiner as director 2 X Approved

Election of Ms SN Maziye as director 3.1 X Approved

Election of Ms NS Mjoli-Mncube as director 3.2 X Approved

Appointment of AN Matyumza as Audit committee member 4.1 X Approved

Appointment of Ms NS Mjoli-Mncube as Audit committee

member4.2 X

Approved

Appointment of Mr MJ Ngobeni as Audit committee member 4.3 X Approved

Apointment of Mr RW Gardner as Audit committee member 4.4 X Approved

Endorsement of remuneration policy 5 X Approved

Placing unissued shares under the control of the directors 6 X Approved

Directors' authority to implement special and ordinary

resolutions7 X

Approved

Adoption of new WBHO 2013 Share Plan 8 X Approved



Approval of directors' fees for 2014/2015 financial year 1 X Approved

Authority to provide financial assistance in terms of section 44

and 45 of the Act2 X

Approved

General approval to repurchase company shares 3 X Approved


12/11/2014

Company: Sasol Limited

Event: AGM

Date Of Meeting:



To elect each by way of a separate vote, the following directirs retiring in

terms of clause 22.2.1 of the company's memorandum of incorporation.

3

C Beggs 3.1 X Approved

DE Constable 3.2 X Approved

ZM Mkhize 3.4 X Approved

PJ Robertson 3.5 X Approved

To elect each by way of a separate vote, the following directors appointed

by the board in terms of cluase 22.4.1 of the company's memorandum of

incorporation during the course of the year, and who will sease to hold

office at the end of the annual general meeting:

4

Mr B Nqwababa 4.1 X Approved

Ms NNA Matyumza 4.2 X Approved

To appoint PricewaterhouseCoopers Inc to act as independent auditors of

the company until the end of the next annual generalo meeting. 5X

Approved

To elect each by way of a separate vote, the members of the audit

committee: 6

C Beggs (subject to his being re-elected as a director) 6.1 X Approved

Ms NNA Matyumza (subject to her being elected as a director) 6.2 X Approved

MJN Njeke 6.4 X Approved

S Westwell 6.5 X Approved

21/11/2014

Advisory endorsement – to endorse, on a non-binding advisory basis, the

company’s remuneration policy.

Advisory endorsement – to endorse, on a non-binding advisory basis, the

company’s remuneration policy.7 X

Approved



to approve the remuneration payable to non-executive directors of the

company for their services as directors for the period 1 July 2014 until this

resolution is replaced. 8.1

X

Approved

to authorise the board to grant authority to the company to provide:

financial assistance as contemplated in section 44 of the Act; and direct or

indirect financial assistance as contemplated in section 45 of the Act to its

related and inter-related companies and/or corporations, and/or to

members of such related or inter-related companies and/or corporations

and/or to directors or

prescribed officers of the company or of a related or inter-related company

and/or to persons related to such companies, corporations, members,

directors and/or prescribed officers. 8.2

X

Approved

to amend clause 26 of the memorandum of incorporation of the company 8.3X

Approved

to amend clause 29.4.2 of the memorandum of incorporation of the

company. 8.4X

Approved

to authorise the board to approve the general repurchase by the company or

purchase by any of its subsidiaries, of any of the company’s ordinary shares

and/or Sasol BEE ordinary shares.

8.5 X

Approved

to authorise the board to approve the purchase by the company (as part of a

general repurchase in accordance with special resolution number 5), of its

issued shares from a director and/or a prescribed officer of the company,

and/or persons related to a director or prescribed officer of the company.

8.6 X

Approved


Company: Clover Industries Limited

Event: AGM

Date Of Meeting:



Presentation of Annual Financial Statements 1 X Approved

Re-election of Mr. WI Büchner, who has retired by rotation, as

a non‑executive director.

2 X

Approved

Re-election of Ms. B Ngonyama, who has retired by rotation, as

an independent non-executive director.3 X

Approved

Re-election of Mr. TA Wixley, who has retired by rotation, as an

independent non-executive director.4 X

Approved

Appointment of Mr. PR Griffin as the new non-executive

director5 X

Approved

Reappointment of independent external auditors 6 X Approved

Election of Dr. SF Booysen as a member of the Independent

Audit and Risk Committee 7X

Approved

Election of Adv. JNS du Plessis as a member of the Independent

Audit and Risk Committee 8X

Approved

Election of Ms. B Ngonyama as a member of the Independent

Audit and Risk Committee 9

X

Approved

Election of Mr. TA Wixley as a member of the Independent

Audit and Risk Committee10

X Approved

Approval of the Clover Group Remuneration Policy 11 X Approved

21/11/2014

Amendments to The Restated Clover Share Appreciation Rights

Plan12 X

Approved



General authority to repurchase shares 1 X Approved

Approval of non-executive director’s remuneration 2 X Approved


Company: Adcock Ingram Holdings Limited

Event: AGM

Date Of Meeting:



To elect by way of separate resolutions the follwing directors

who retire in terms of the Company's MOI and make

themselves available for re-election:

Mr B Joffe 1.1 X Approved

Mr MI Sacks 1.2 X Approved

Dr T Lesoli 1.3 X Approved

Prof M Haus 1.4 X Approved

To ratify the appointment of Mr KN Wakeford as Chief Excutive

Officr and executive director of Adcock Ingram.2 X

Approved

To elect by way of separate resolutions the following Audit

Committee members:

Mr MI Sacks (Chairman) 3.1 X Approved

Prof M Haus 3.2 X Approved

Mr R Morar 3.3 X Approved

Dr RI Stewart 3.4 X Approved

To appoint Ernst & Young as independent external auditors of

the Company for the ensuing year (the designated auditor being

Mr WK Klnnear) and to note the remuneration of the

independent external auditors 4

X

Approved

To endorse by way of non-binding vote the Compan's

remuneration policy 6X

Approved

21/11/2014



To authorise the Company to provide inter-c ompany financial

assistance as contemplated in section 45 of the Compaies Act to

any of the recipients falling within those identified in the Notice

of the Annual General Meeting

1 X

Approved

To sanction the proposed remneration payable to non-

executive directors.2 X

Approved


Company: Remgro Limited

Event: AGM

Date Of Meeting:



Approval of annual financial statements 1 X Approved

Reappointment of auditor 2 X Approved

Election of director – Mr L Crouse 3 X Approved

Election of director – Mr P K Harris 4 X Approved

Election of director – Dr E de la H Hertzog 5 X Approved

Election of director – Mr N P Mageza 6 X Approved

Election of director – Mr P J Moleketi 7 X Approved

Appointment of member of the Audit and Risk Committee –

Mr N P Mageza 8X

Approved


Mr P J Moleketi 9X

Approved


Mr F Robertson 10X

Approved


Mr H Wessels11

X Approved

RESOLUTION NO. FOR AGAINST ABSTAIN

Approval of directors’ remuneration 1 X Approved

General authority to repurchase shares 2 X Approved

General authority to provide financial assistance to related

and inter-related companies and corporations3 X

Approved


25/11/2014

Company: FirstRand Limited

Event: AGM

Date Of Meeting:



Re-election of directors by way of separate resolutions:

L Crouse 1.1 X Approved

MS Bomela 1.2 X Approved

NN Gwagwa 1.3 X Approved

D Premnarayen 1.4 X Approved

KB Schoeman 1.5 X Approved

BJ van der Ross 1.6 X Approved

JH van Greuning 1.7 X Approved

To re-elect director who has reached age 70:

VW Barlett 1.8 X Approved

To re-elect directors appointed by the directors to fill vacancies:

HS Kellan 1.9 X Approved

Appointment of auditor:

Deloitte & Touche 2.1 X Approved

PricewaterhouseCoopers Inc. 2.2 X Approved

Ratify Francois Prinsloo as the individual registered auditor in

place of Tom Winterboer for the year ended 30 June 20142.3 X

Approved

02/12/2014

Advisory endorsment of remuneraion policy: Endorsement of

remuneration policyX

Approved

Place the unissued ordinary shares under the control of the

directors3 X

Approved

General authority to issue authority but unissued ordinary

shares4 X

Approved



General authority to repurchase ordinary shares 1 X Approved

Specific authority to repurchase FSR ordinary sgares: Specific

repurchase from FRBET2.1 X

Approved

Specific authority to repurchase FSR ordinary shares: Specific

repurchase from FRBNEDT2.2 X

Approved

Specific authority to repurchase FSR ordinary shares: Specific

repurchase from FRSAT2.3 X

Approved

Financial assistance to directors and prescribed officers as

employee share scheme beneficiaries3.1 X

Approved

Financial assistance to related and interrelated entities 3.2 X Approved

Remuneration of non-executive directors with effect from 2

December 20144 X

Approved


Company: African Rainbow Minerals Limited

Event: AGM

Date Of Meeting:



To re-elect Mr J A Chissano as a Director. 1 X Approved

To re-elect Dr R V Simelane as a Director. 2 X Approved

To re-elect Mr Z B Swanepoel as a Director. 3 X Approved

To re-appoint Ernst & Young Inc. as external auditors and to re-

appoint Mr E A L Botha as the person designated to act on

behalf of the external auditors.4 X

Approved

To individually elect the following Independent Non-executive

Directors as members of the ARM Audit and Risk Committee:

5

Mr T A Boardman 5.1 X Approved

Dr M M M Bakane-Tuoane 5.2 X Approved

Mr A D Botha 5.3 X Approved

Mr A K Maditsi 5.4 X Approved

Dr R V Simelane 5.5 X Approved

To accept the Company’s Remuneration report, which includes

the Remuneration policy.6 X

Approved

To amend The African Rainbow Minerals Share Incentive

Scheme to update references to outdated legislation, to

increase the overall limit and to increase the individual limit.

7 X

Approved

03/12/2014

SPECIAL RESOLUTIONS

PERPETUA INVESTMENT MANAGERS RECOMMENDATION


With effect from 1 July 2014, the annual retainer fees of Non-

Executive Directors be increased by 6% per annum.1 X

Approved

With effect from 1 July 2014, the per Board meeting attendance

fees of Non-Executive Directors be increased by 6% per annum.

2 X

Approved

With effect from 1 July 2014, the per Committee meeting

attendance fees of Committee members be increased as

outlined on page 266 of this Notice of Annual General Meeting.

3 X

Approved

With effect from 1 July 2014, the annual retainer fee for the

Lead Independent Non-executive Director be increased by 6%

per annum.

4 X

Approved


Company: PPC Limited

Event: GM MEETING CANCELLED

Date Of Meeting:



To remove all the current Directors of the company1 X

To appoint as Director - Darryll Castle 2 Withdrawn

To appoint as Director - Klaas Paulus Pieter Meijer (Pepe Meijer)3 X

To appoint as Director - Keshan Pillay 4 X

To appoint as Director - Ketso Gordhan 5 X

To appoint as Director - Claudia Manning 6 X

To appoint as Director - Gesina Trix Coetzer 7 X

To appoint as Directro Nompumelelo Pearl-Petrina Siswana 8 Withdrawn

To appoint as Director - Itumeleng Dlamini 9 X

To appoint as Director - Bobby Godsell 10 X

To appoint as Director - Peter Gil Nelson 11 X


08/12/2014

company meeting type date page - perpetua website · 2016-08-29 · company: tsogo sun holdings...

Documents