Page 62 - Integrated Annual Report

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INTEGRATED ANNUAL REPORT 2021
HOSKEN CONSOLIDATED INVESTMENTS LIMITED
DIRECTORS’ REPORT (CONTINUED)
is empowered, and authorised, to provide corporate governance services to the board and management. The board has evaluated the performance and independence of the company secretary during the period under review and it is satisfied that the company secretary is competent and has the appropriate qualifications and experience required by the group to administer the secretarial obligations of the company. The secretary has an arm’s-length relationship with the board of directors.
The name, business and postal address of the company secretary are set out in the Corporate Administration section of this report.
10. Financial director
Mr JR Nicolella is the full-time executive financial director of the company.
11. Auditors
Subject to shareholder approval BDO South Africa Incorporated will continue in office in accordance with section 90 of the South African Companies Act for the 2022 financial year with Mr Theunis Schoeman as the designated auditor.
12. Auditor’s report
The consolidated and separate annual financial statements, from which these summarised financial statements have been extracted, have been audited by BDO South Africa Incorporated and their unqualified audit report is included on pages 10 to 17 of the annual financial statements.
13. Significant shareholders
The company’s shareholders that own more than 5% of the issued shares are Southern African Clothing and Textile Workers’ Union, Chearsley Investments Proprietary Limited and Squirewood Investments 64 Proprietary Limited who own 26.7%, 7.6% and 5,3% respectively. No shareholder has a controlling interest in the company.
14. Special resolutions
members of the board sub-committees in respect of the financial period 1 October 2020 until the next annual general meeting of the company;
• granting the company and the subsidiaries of the company a general authority contemplated in terms of paragraph 5.72 of the JSE Listings Requirements, for the acquisition by the company, or a subsidiary of the company, of ordinary issued shares issued by the company; and
• general authorisation of financial assistance to the extent required by sections 44 and 45 of the Act, the board of directors of the company may, subject to compliance with the requirements of the company’s MOI and the Act, authorise the company to provide direct or indirect financial assistance by way of a loan, guarantee, the provision of security or otherwise, subject to the provisions as set out in the resolution.
15. Special resolutions of subsidiaries
The statutory information relating to special resolutions passed by subsidiaries is available from the registered office of the company.
16. Shareholding of directors
The shareholding of directors of the company and their participation in the share incentive scheme of the company as at 31 March 2021 are set out in the remuneration report in the integrated annual report on page 48 and in notes 43 and 42 of the annual financial statements respectively.
17. Directors’ emoluments
Directors’ emoluments incurred by the company and its subsidiaries for the year ended 31 March 2021 are set in note 44 of the annual financial statements.
18. Subsidiaries
Details of the company’s subsidiaries are set out in annexure A to the annual financial statements.
19. Borrowing powers
There are no limits placed on borrowing in terms of the memorandum of incorporation. Certain companies in the group have entered into various loan agreements with providers of loan finance. These loan agreements include various covenants and undertakings by companies in the group which may restrict the group’s borrowing powers. Details of these covenants and undertakings are available from the registered office of the company.
20. Litigation statement
There are no material legal or arbitration proceedings (including proceedings which are pending or threatened of which the directors of HCI are aware) which may have or have had, during the 12-month period preceding the last practicable date, a material effect on the financial position of HCI.
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The following special resolutions were passed by the company’s shareholders at the annual general meeting of shareholders held on 15 October 2020:
granting the directors the authority, subject to the provisions of the Act and the provisions of the JSE Listings Requirements, to allot and issue ordinary shares of the company (or to issue options or securities convertible into ordinary shares) for cash to such person or persons, on such terms and conditions as they may deem fit. The aggregate number of ordinary shares to be allotted and issued for cash is limited as set out in the resolution; approval of the fees payable to non-executive directors for their services as directors or as