hermanusdoorns shareblock limited 2016 - final.pdf · a tribute to theresa kriel •as many of you...

HERMANUSDOORNS SHAREBLOCK LIMITED

ANNUAL GENERAL MEETING

6 AUGUST 2016

6 August 2016 - AGM AGM 2016

AGENDA

2

• Welcome

• Attendance Register

• Notice Convening the Meeting and Quorum– Appointment of Referee and assistant to administer and count votes

• Apologies and Proxies

• Appointment of Vote Counters


AGENDA … cont

• Report Back including:– Overview of the Company

• Stakeholder Issues

• Financial Position

• Infrastructure and Asset management

• Human Capital

• Service provision

• Fauna and Flora

• Corporate Governance

– Ordinary Resolutions 1 to 4

– Special Resolutions 1 to 3

• General• Closure• Lunch – directly after the meeting

3


Respect to Passing Shareholders

• Observe a minutes silence

• A couple of shareholders or family members passed away during the last year

– Theresa Kriel

– Val Meiring

4


A Tribute to Theresa Kriel

• As many of you will know, Theresa was single handedly responsible for the creation and maintenance of the gardens at the entrance to our farm

• Her dedication to continuously improve the entrance – against resistance on many instances – was unwavering.

• The Board would like to recognise Theresa for this and would like to sponsor a Rememberance Plaque to be erected within the gardens in her memory

• The Board further undertakes to maintain the gardens so that her efforts will live forever

5


Welcome to new shareholders

6

FIX

• Special welcome to the following:

– Karel & Mariska Munnik

– Chris Kothe

– Cobus Greyling

– Dawie & Miranda Erasmus

– Glenn Meiring

– A few still pending


Minutes of AGM of 8th August ‘15

• Ordinary Resolution 1

– Resolved as Ordinary Resolution 1 to approve the minutes of the previous Annual General Meeting held on 8th August 2015

7


MD’s Report

8

• Key issues addressed by the Board

– Financial Position

– Stakeholder Issues

– Corporate Governance

– Infrastructure and Asset management

– Human Capital

– Service provision

– Fauna and Flora


Intro and some Background

• Board has managed expenses within the budget, while allocating capital resources to much needed projects

• The past year has been primarily focused on Operational Efficiency and Infrastructure Improvement– Expediting the vehicle policy – added an additional bakkie– Replacement of the entire Northern boundary fence– Restoration of Vlakvarkie as a fire truck– Improvements to the Entertainment area– Further Sekelbos removal– Operational Expense containment– Completed work on Eastern sloot

9


Intro and Background

10

• Continued focus and improvement on controls

– Expenses

– Security (More Later)

– Asset utilisation

– Capital Expenditure

• Policy and Procedure entrenchment


Financial Position

• Operational Finances remain extremely healthy– Continued focus on the 5 key expenses that account

for 90% of our cost base:

• Salaries - Well under control

• Utilities - Consumption steadily decliningWill utilize more solar in future

• Vehicles - Policy to replace shown good results

• Maintenance - Well controlled

• Capex - Good progress on “Big Ticket items”

11


Late Levies

• Late levies (Services excluded)– At 31 March Debtors were R 364k

• last year they were R 272k

– As at 31 July they were still R 66k• Last year they were R76k

• Trend line reversing!

• We will continue with legal action until prosecution for ALL defaulters

12


Late Debtors Trend

13


Late Levies

• Late Levy payment continues to plague us

• It has been agreed (AGM of 2014) to adopt a “ZERO TOLERANCE” approach following on the previous AGM decision to “name and shame”

• 12Defaulters at 31 March include:

14

Vos Goodyer Geluk Trust Cochrane, G

Viljoen Botha, JD Theron Lessing

Moore Swanepoel, JPAE Venter,JJ Van Den Ben


Late Levies

• Still outstanding as at 31 July 2016

• Defaulters with possible legal action

–Brian Moore – already in litigation

– Johannes (JJ) Venter

–Geluk Trust

– JPAE Swanepoel

• We will prosecute to finality, possibly with an auction to recover Company monies

15


Financial Position

• The following slides

– Reflect the financial status of the company

– The company is in a sound state – and continues to grow stronger each year

– The company is well managed and expenses are under control

16

6 August 2016 - AGM AGM 2016 17

A

Balance Sheet Items

Please Refer to Page 9 of the AFS

• A) Cash at Year end = R 1,5m

• B) Loss • declining as a result of

continual surpluses

Remember assets write off of R 10.63m as part of new accounting rules

B


D

E

18

Income Statement Issues

Please Refer to Page 10 of the AFS

• D) Deficit on Operating line of R8.5k

• E) Total Surplus of R 57k for the year

• Considering the quantum of investment this is really good


Application of Funds- 2014/5 Actual

19

6 August 2016 - AGM AGM 2016 20

Income Statement Highlights

Refer to Pg 23 and 24 of AFS



• Refer to page 23

• Employee costs

21

Detail %

Employee costs 923 806 852 827 8.3%

Recoveries (250 234) (193 031) 29.6%

Cleaning 131 625 123 822

Alarm 31 430 31 240

Shareholder Stuff 82 652 28 646

Snoepie 4 527 9 323

Real Employee Costs 673 572 659 796 2.1%

2015/6 2014/5

6 August 2016 - AGM AGM 2016 22




• Motor Vehicle Costs

– Down by 13%, despite rising fuel costs

• Implementation of good controls

• Better fuel utilization

• New vehicle assets

23




• Repairs and Maintenance

– Down by 62% !

• Largely replaced with investments in infrastructure that reduces maintenance work

• Admin and Audit fees

– Down by 2%

• Better negotiations24




• CAPEX up by 39% through investments in

– Fencing

– Motor vehicles

– Infrastructure

• Water

• Electricity

25


Capex and Trend line

26

Approximately R600k required to invest on an annual basis to protect the farm assets

Detail 2015/6

Fencing 418 297

Toyota 260 979

Electrical Infrastructure 117 013

Roads Dams and Water 52 357

Farm Equipment 14 837

Total Capex for Year 863 482




• Electricity

27

Detail 2015/6 2014/5∆

%

Electricity Costs 355 312 327 119 8.6%

Recoveries (201 415) (190 080) 6.0%

Real Electricty Cost 153 897 137 039 12.3%


Profit Bridge

28

Detail 2016 2015 2014 2013

Operating Income (Loss) for the Year (Excl CAPEX) 920 650 708 982 279 894 265 766

Capital Expenditure 863 482 618 787 546 009 (41 707)

Operating Income (Loss) for the Year 57 168 90 195 (266 115) 307 473


2017/8

Budget

2016/7

vs

2017/8

2016/7

Forecast

2015/6

vs

2016/7

2015/6

Actual

2015/6

vs

2014/5

2014/5

Actual

Income 2 841 640 0.0% 2 842 000 1.4% 2 803 851 7.8% 2 601 561

Standard Levy 2 294 640 -0.2% 2 300 000 1.6% 2 264 286 11.0% 2 040 475

Interest 70 000 7.7% 65 000 0.4% 64 740 46.7% 44 128

Other Income 267 000 0.0% 267 000 6.3% 251 224 -7.6% 271 826

Recoveries 210 000 0.0% 210 000 -6.1% 223 601 -8.8% 245 132

Operational Expenses 2 228 474 7.4% 2 074 637 9.6% 1 883 201 -8.5% 1 892 579

Admin and Auditing 180 200 6.0% 170 000 8.9% 156 173 -1.9% 159 150

Employee Costs 1 037 279 7.0% 969 420 4.9% 923 806 8.3% 852 827

Motor Vehicle Expenses 235 400 7.0% 220 000 16.3% 189 096 -13.0% 217 401

Repairs and Maintenance 172 270 7.0% 161 000 99.7% 80 615 -61.9% 211 732

Utilities 455 400 10.0% 414 000 16.5% 355 312 8.6% 327 119

Insurance 50 675 6.2% 47 717 2.1% 46 733 15.3% 40 541

Bad Debt - 7.0% - 19 300

Legal Costs 13 250 6.0% 12 500 -54.5% 27 472 #DIV/0!

Other 84 000 5.0% 80 000 -5.5% 84 694 1.1% 83 808

Surplus (Deficit) Ex Capex 613 166 -20.1% 767 363 -16.6% 920 650 29.9% 708 982

"Capex" 600 000 0.0% 600 000 -30.5% 863 482 39.5% 618 787

Surplus (Deficit) 13 166 -92.1% 167 363 192.8% 57 168 -36.6% 90 195

Levy (Non-Res) 25 250 3.5% 24 400 4.7% 23 300 5.0% 22 200

Operational Expenses 2 828 474 5.8% 2 674 637 -2.6% 2 746 683 9.4% 2 511 366

Detail

Summarized Income Statement

29


Financial Position

• The Financial Statements have been discussed in detail at various meetings of the Financial Reporting Committee and have recommended these for adoption

30


Adopting the AFS


– Resolved as Ordinary Resolution 2 to receive and adopt the Company’s Annual Financial Statements for the year ended 29th February 2016

31


Appointment of Auditors


– Resolved as Ordinary Resolution 3 to re-appoint Russell James and Company Incorporated as Auditors to the Company until the conclusion of the next Annual General Meeting

32


Ratification of appointment of MrD.Harriss as a Director

• Dylan Resume– A very successful entrepreneur, with a good track record in

business

– Involved in tourism since 1991, both as a guide and area manager

– Managing Director of a very successful safari business based in Johannesburg

– He has a passion for the bush, and Hermanusdoornsparticularly

– Astute financial knowledge and problem solving ability

– Invested in two shares in Hermanusdoorns

33


Ratification of appointment of MrD.Harriss as a Director


– Resolved as Ordinary Resolution 4 to ratify the appointment of Mr D Harriss as a Director of the Company

34


Estimated Levy – 2017/8

35

2017/8 Projected Levy Structure Rands Rands

% Incr

over

2016/7

2 674 637

2 828 474 5.8%

Added Revenue 547 000

Services 267 000

Utilities 210 000

Interest 70 000

Adjusted Levy Calculation 2 281 474

Proposed Revenue from Levies 2 281 474

Levy per shareholder (Non Res) 25 105

25 250 3.5%

Forecast Expenses - 2016/7

Budgeted Expenses - 2017/18

Total Levy


Annual Levy Increase - Historical

36

Inflation Rate


Services Provision

• 4 main services

– House and Yard cleaning

– Laundry service

– Alarm monitoring

– Repairs and Maintenance

37


Current

Charge

(Ex VAT)

Future

Charge

(Ex VAT)

%

Increase

Cleaning

Normal 135 140 3.7%

Deep Clean 270 280 3.7%

Windows 135 140 3.7%

Yard 135 140 3.7%

Washing

Per Load 135 140 3.7%

Electricity

Usage (Per Kwh) 1.85 1.96 6.0%

Alarm

Monitoring 2245 2300 2.4%

Service

Effective from 1 Sept 2016

Proposed Service Tariffs

38

Note: Cleaning is for a MAXIMUM of 2 Hours

First Increase in

THREEYears


Stakeholder Issues

• Carry over issues1. Game Syndicates

Still under investigation with no clarity on various opinion's Potential risk to the classification of Hermanusdoorns and associated

tax risks On Hold till further notice

2. Helicopter Access Tabled as a Special Resolution due to the sensitivities involved

3. Security Better controls and systems in place Improved electrification of the fence Special item later

4. Shareholder Survey Action Points Ongoing

5. Re-issue of Share Certificates (Mariska Munnik) Reflected as ”No Par Value” shares

39


Stakeholder Issues

• Farm management structure– Farm manager– Supported by two assistant farm

managers• Technical• Fauna and Flaura

– More cost effective– Better Delegation of Authority– Provides good backup and coverage

• Fire Hazard avertion• Security patrols

– Increased management presence and visibility

– Improved asset maintenance– Better controls

40

Farm Manager

Assistant

(Mechanical)

Assistant

(Veld Management)

Assisted byAnnatjie


Stakeholder Issues

Key Stakeholder Issues

• Communication

– Ongoing and committed to transparency

– Vote of Thanks to John and Lorna Hill

• Labour compliance– Dept of labour inspections regularly– Fully compliant with minimum wage as laid down by Dept of

labour– Compliant with Workman’s Compensation Act

• Other Compliance issues with regard to various authorities all in place

41


Stakeholder Issues

Key Stakeholder Issues

• Security

– Continued Concern

– Recent burglary on weekend of 30th July 2016

– Board has begun investment in camera technology

• Infra red

• Motion Triggered

• Image (With alarm) transmitted to farm cell phone

• Will increase coverage over time

42


Stakeholder Issues

• Special thanks

– Sampie Stols

• Various building assistance

– Peter Van-Der-Ben

• Sound system

– Solly van der Wath

• In anticipation of Repairing our Windmill

– Johan Kotze and Charles Hattingh

• For their services as directors

43


3. Corporate Governance

• Corporate Governance

– Processes in place to comply with all corporate

governance issues

– Requirement from time to time to modify the

MOI

• As per today’s Special Resolution

44


Special Resolution 1

The authority for Directors to buy back shares has to be renewed annually.

• Resolved as Special Resolution 1 to authorise the Board to buy back shares as they see fit and in the best interests of the company

• The Effect of Special Resolution 1– The effect of Special Resolution is that for each share

thus purchased on auction as a result of default payments by a shareholder, that the issued shares would reduce by one and the Share capital would reduce by R1000. The Purchase offer for each share will be taken through the income statement as an expense.

45



• Background and Preamble

– This resolution is to correct the definition of “Property and Buildings” in clause 1.6.15 of the MOI

• Resolved as Special Resolution 2 to authorise the Board to amend the definition of “Property and Buildings” in clause 1.6.15 to read as detailed in the Meeting Notice as follows:

46



1.16.15 “Property and Buildings” means the immovable property described below and known as “Hermanusdoorns” of “the Farm”, together with the common use buildings erected on the immovable property. This excludes any buildings erected by the shareholder on the site allocated to the shareholder for the shareholder’s exclusive use

– The remaining portion 650 of the farm Hermanusdoorns in the registration division KQ Northern Province;

– The farm La Rive 592 in the registration division KQ Northern Province

• The effect of Special Resolution 2 – The effect of Special Resolution 2 is to correct the current

definition of “Property and Buildings” in the MOI both with respect to immovable property and with respect to the buildings.

47



• Preamble to Special Resolution 3– There have been requests by a few shareholders for

permission to land helicopters on the farm

• Resolved as Special Resolution 3 to grant permission for the landing of helicopters on the farm in an area specifically designated by the Board, so as to cause minimal disruption and inconvenience to other shareholders as well as the fauna and flora

• The Effect of Special Resolution 3– The effect of Special Resolution 3, if passed, is that permission

will be granted for the landing of helicopters in a specifically designated area on the farm

48

6 August 2016 - AGM AGM 2016 49

Infrastructure and Asset management

• Infrastructure improvement

– New fence on northern boundary

• Considered essential in that the existing fence was

rapidly deteriorating

• Added electrical wires to increase security

• Discussions with neighbour to do the western fence on

a Joint Venture

– Upgrading of Waterbok Pan

– Continuous Road improvements

– Continued Sekelbos eradication

6 August 2016 - AGM AGM 2016 50


• Infrastructure improvement

– Rebuilding of Dam next to windmill

– Repairing of existing windmill for aesthetic purpose and to equip the pump with solar energy

– Added roads

• Deviation away from the Waterbok Pan to protect fauna and flora

• New road from dam to boundary road for improved game sighting

• To protect the dam wall

– Development of a Tank Farm in Mountain – work begun

6 August 2016 - AGM AGM 2016 51


• Vehicle management

– Vehicle policy implemented in 2013 showing dividends with vastly controlled expenses

– Acquired a new bakkie

– Replaced the engine (rebuilt) in Vlakvark as fire fighter

• Workshop Controls remain in place

– Just go and visit the workshop

• Dam Sealing

– Utilization of geo-fabric and rubberized bitumen option successful and will be the method used in the absence of natural clay

6 August 2016 - AGM AGM 2016 52


• Solar Borehole Pumps

– Will add additional solar pump this year.

– Improving technology will eventually assist in making

mainstream pumping viable

• Personal Residences

– Spot checks are made on the appearance and tidiness of

each shareholder property

– Please ensure that all houses are in a fit state of repair and

react positively if requested to align with farm standards

– One shareholder has decided to demolish their unit


Human Capital

• A key focus of the Board

– Regular training has been committed to in order upskill all our employees

• Intention is to have all staff multi skilled and appropriately trained

• Total Headcount = 13

– Management (assisted by Annatjie) = 4

– Other staff = 9

53

6 August 2016 - AGM AGM 2016 54

Director Retirement and Re-election

• As per the MOI, two directors retire from office and have put themselves up for re-election

• This year they are:– Attie Du Plessis– Clifford Ross

• Done by ballot

6 August 2016 - AGM AGM 2016 55

6. Fauna and Flora

• A key focus of our medium term strategy remains on Fauna and Flora

• Key concern is the declining annual rainfall and the sustainability of exiting herd numbers

– This year – First time since 2002 – that we had to introduce feed

– Estimated cost to be between R 60 000 and R 100,000

• Field management report received in July

– Under Review

– Game capture will be undertaken in the next few months based on recommendations from the report


Rainfall History

56

Concerns about the 7 Year Cycle

6 August 2016 - AGM AGM 2016 57

Fauna and Flora

• Baboons – Permit obtained

– The Board is actively increasing efforts to contain the problem

• Net costs on game of R 16k was the difference between game captured and investment in “new blood” (Zebra and Wildebeeste) and 3 Sable

6 August 2016 - AGM AGM 2016 58

Fauna and Flora

• Retention of memberships and active participation in:–Waterberg Nature Conservancy

–Member of Lephalale FPA (Fire Protection Association)

• Member of Welgevonden Sector

–Anti Rhino Poaching forum

–Block Watch patrols


Game Count – best estimate

59

Description Jun-03 Jun-04 Jun-05 Jun-06 Jun-07 Jun-08 Jun-09 Jun-10 Jun-11 Jun-12 Jun-13 Jul-14 Jul-15

Impala 125 160 190 110 129 125 115 120 135 140 155 120 235

Blesbok 30 50 35 25 22 9 9 9 9 8 10 14 21

Water Buck 13 16 20 21 30 25 30 25 25 27 27 28 15

Kudu 65 80 100 90 101 100 100 115 135 145 160 125 180

Giraffe 2 2 5 6 8 12 13 15 11 10 11 19 25

Bosbok 20 40 45 40 39 40 40 40 40 40 40 40 40

Warthog 25 25 40 40 42 40 40 40 40 40 40 40 40

Blouwildebees 24 33 38 40 45 30 35 30 33 30 32 38 41

Zebra 9 9 10 9 10 13 15 17 17 19 21 28 30

Gemsbok 9 7 7 6 6 5 5 6 7 7 7 8 8

Steenbok 11 12 15 16 16 16 16 16 16 16 16 16 16

Rooihartebees 19 19 23 21 24 28 30 25 27 27 30 31 15

Klipspringer 14 14 15 20 20 20 20 20 20 20 20 20 20

Mount Reedbuck 10 10 10 10 10 10 10 10 10 10

Eland 5 5 7 8 8 8 10

Nyala 1 6 6 7 8 15 18

Sable 3 3


IMPORTANT Stakeholder Responsibilities

• PLEASE DO TAKE NOTE OF THE FOLLOWING EXTRACTS FROM THE RULES:– Switch off water when not in residence

• Several houses have been flooded as a result of burst pipes• Waste of water

– Remove all rubble, building material, equipment and scrap from your residence• Letters from the farm will be sent to defaulters• Failure to comply within 90 days will result in the company removing said “stuff” at

individual shareholder cost

– Limit to electrical off take to 40amps per dwelling. • In excess of this requires an electrical upgrade to:

– Your line and transformer– Farm transformer

• Costs to individual shareholder

– Call the farm if you require services• Sms and email unreliable

– Quad bikes (in any form), motorbikes are prohibited – Private generators are not allowed

60

6 August 2016 - AGM AGM 2016 61

General


General

• Result of Directors Election

• Next years AGM will be held on 12th August 2017

62

6 August 2016 - AGM AGM 2016 63

Closure

• Thank you for your attendance and input• Vote of thanks

– to my co-directors (Attie, John, Clifford, Dylan and Michael)– To the retired directors – Charles and Johan – the Financial Reporting Committee (Willie Botha, Attie and

Christo), – the auditors (Christo) and – Special thanks to the Farm Management and Staff under the

sound management of Pieter

• Please join us for a light meal directly after the meeting

THANK YOU ONCE AGAIN

hermanusdoorns shareblock limited 2016 - final.pdf · a tribute to theresa kriel •as many of you...

Documents