Page 10 - HCI AR 2021 - Notice of meeting

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HOSKEN CONSOLIDATED INVESTMENTS LIMITED
NOTICE TO MEMBERS(CONTINUED)
annual financial statements of the group in person, at no charge, at the registered office of HCI (Suite 801, 76 Regent Road, Sea Point 8005) during office hours.
2. Presentation of Social and Ethics Committee Report
In accordance with Regulation 43 of the Companies Regulations, 2011, the company’s Social and Ethics Committee report for the financial year ended 31 March 2021, prepared and approved by the company’s social and ethics committee and set out on pages 51 to 58 of the integrated annual report, will be presented to the shareholders of the company. Any specific questions to the Social and Ethics Committee may be sent to the company secretary prior to the annual general meeting.
ORDINARY RESOLUTIONS:
1. Ordinary resolution number 1 (1.1 to 1.4): Election of directors
1.1. Ordinary resolution number 1.1: Election of Mr TG Govender as director
“Resolved that Mr TG Govender be and is hereby elected as a director of the company.”
1.2 Ordinary resolution number 1.2: Election of Mr JG Ngcobo as director
“Resolved that Mr JG Ngcobo be and is hereby elected as a director of the company.”
1.3 Ordinary resolution number 1.3: Election of Mr JR Nicolella as director
“Resolved that Mr JR Nicolella be and is hereby elected as a director of the company.”
1.4 Ordinary resolution number 1.4: Election of Ms RD Watson as director
“Resolved that Ms RD Watson be and is hereby elected as a director of the company.”
Explanatory Note
Mr TG Govender, Mr JG Ngcobo. Mr JR Nicolella and Ms RD Watson retire as directors in accordance with the company’s MOI but, being eligible, each offer themselves for re-election as a director of the company.
The board has considered the proposed election of Mr TG Govender, Mr JG Ngcobo. Mr JR Nicolella and Ms RD Watson and recommends that they be re-elected as directors of the company. Brief CV details of the abovementioned directors are on pages 4 and 5 of this report, of which this notice of annual general meeting forms part.
The reason for ordinary resolution numbers 1.1 to 1.4 is to propose the re-election of Mr TG Govender, Mr JG Ngcobo. Mr JR Nicolella and Ms RD Watson
who have retired as directors in accordance with the company’s MOI. These elections will be conducted by a series of separate votes in respect of each candidate. Accordingly, the shareholders are requested to consider and if deemed fit, to re-elect Mr TG Govender, Mr JG Ngcobo. Mr JR Nicolella and Ms RD Watson by way of passing the ordinary resolutions set out above.
2. Ordinary resolution number 2: Re-appointment of auditors
“Resolved that BDO South Africa Incorporated and Mr Schoeman, as designated auditor, is hereby appointed as the auditor to the company for the ensuing year.”
Explanatory Note
In terms of the Act, the company, being a public company, must have its financial results audited and such auditor of the company must each year at the company’s annual general meeting be appointed or re-appointed, as the case may be, as an external auditor. The company’s current external auditor is BDO South Africa Incorporated, which has indicated that Mr Schoeman who is a director of the firm and a registered auditor and accredited with the JSE in accordance with the JSE Listings Requirements will undertake the audit.
The company’s audit committee has recommended that BDO South Africa Incorporated be re-appointed as the auditors of the company, for the ensuing year and to note that the individual registered auditor who will undertake the audit during the financial year ending 31 March 2022 is Mr Schoeman.
3. Ordinary resolution number 3: Appointment of audit committee
3.1. Ordinary resolution number 3.1: Election of Mr MH Ahmed as member of the audit committee
“Resolved that Mr MH Ahmed be and is hereby appointed to the audit committee of the company.”
3.2 Ordinary resolution number 3.2: Election of Mr JG Ngcobo as member of the audit committee
“Resolved that Mr JG Ngcobo be and is hereby appointed to the audit committee of the company.”
3.3. Ordinary resolution number 3.3: Election of Ms RD Watson as member of the audit committee
“Resolved that Ms RD Watson be and is hereby appointed to the audit committee of the company.”
Explanatory Note
In terms of the Act, at each annual general meeting an audit committee comprising at least three members must be elected. It is proposed that the following independent non-executive directors be elected as members of the audit committee for the ensuing year.