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BUSINESS MODEL

AND STRATEGIC

OBJECTIVES

LEADERSHIP

GOVERNANCE

OPERATING

PERFORMANCE

SHAREHOLDERS’

INFORMATION AND

ADMINISTRATION

FINANCIAL

PERFORMANCE

BLUE LABEL INTEGRATED ANNUAL REPORT 2014

259

NOTICE OF ANNUAL GENERAL MEETING

CONTINUED

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 2014 to 31 May 2015:

Services as directors

Current fee

per meeting

Proposed

fee per

meeting*

Proposed

capped fee

per annum**

– Chairman of the Board

–

R893 262

– Board members

R38 584

R40 899

R204 495

Audit, Risk and Compliance Committee

– Chairman

R53 589

R56 804

R227 216

– Member

R32 154

R34 083

R136 332

Remuneration and Nomination

Committee

– Chairman

R42 871

R45 443

R181 772

– Member

R25 724

R27 267

R109 068

Investment Committee

– Chairman

R32 154

R34 083

R272 664

– Member

R19 292

R20 450

R163 600

Transformation, Social and Ethics

Committee

– Chairman

R32 154

R34 083

R136 332

– Member

R19 292

R20 450

R81 800

Ad hoc committee

– Chairman

R32 154

R34 083

R136 332

– Member

R19 292

R20 450

R81 800

 * In the event that there are fewer meetings held per year than envisaged, the member shall receive the fee in respect of the

number of meetings attended.

** In the event that there are more meetings held per year than initially planned, directors’ fees will be paid only up to the cap.