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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
263
NOTICE OF ANNUAL GENERAL MEETING
CONTINUED
Advisory vote: Endorsement of the Remuneration Policy
King III requires a company to table its remuneration policy for a non-binding advisory vote by shareholders at its
Annual General Meeting. This vote enables shareholders to endorse the Remuneration Policy adopted for executive
directors. The Blue Label Remuneration Policy is contained on pages 62 to 66 of the integrated annual report.
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 policy and the remuneration of Executive Directors.
Special resolution number 1: Non-executive directors’ remuneration
Special resolution number 1 is proposed to enable the Company to comply with the provisions of sections 65(11)(h),
66(8) and 66(9) of the Act, which stipulate that remuneration to directors for their services as directors may be paid
only in accordance with a special resolution approved by shareholders.
Special resolution number 1 thus requires shareholders to approve the fees payable to the Company’s non-executive
directors for the period 1 June 2014 to 31 May 2015.
Full particulars of all remuneration paid to non-executive directors for their services as directors as well as
remuneration paid for consulting services rendered, are contained on pages 200 and 201 of the integrated
annual report.
Special resolution number 2: General authority to repurchase shares
Special resolution number 2 seeks to allow the Group by way of a general authority to acquire its own issued shares
(reducing the total number of ordinary shares of the Company in issue in the case of an acquisition by the
Company of its own shares). Any decision by the directors to use the general authority to acquire shares of the
Company will be taken with regard to the prevailing market conditions, share price, cash needs of the Group,
together with various other factors, and in compliance with the Act, Listings Requirements and the Memorandum
of Incorporation.
The directors are of the opinion that the renewal of this general authority is in the best interests of the Company as
it allows the Group to repurchase the securities issued by the Company through the order book of the JSE should
market conditions and price justify such action.
Special resolution number 3: Approval to grant financial assistance in terms of sections 44 and 45 of
the Act
The existing authority granted by shareholders at the Annual General Meeting held on 29 November 2012 was
valid for a two-year period and will expire at the AGM unless renewed.
The Company, in the ordinary course of its business, needs to provide financial assistance to certain of its
subsidiaries, associates and joint ventures in accordance with section 45 of the Act, and furthermore it may be
necessary for the Company to provide financial assistance in the circumstances contemplated in section 44 of
the Act.
Notwithstanding the title of section 45 of the Act, being “Loans or other financial assistance to directors”, on a
proper interpretation thereof, the body of the section also applies to financial assistance provided by a company to
any related or inter-related company or corporation, a member of a related or inter-related corporation, and to a
person related to any such company, corporation or member.
Furthermore, section 44 of the Act may also apply to the financial assistance so provided by a company to any
related or inter-related company or corporation, a member of a related or inter-related corporation, or a person