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Results of Annual General Meeting (“AGM”)
Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1946/021048/06
Share code: IPL
ISIN: ZAE000067211
("Imperial")
RESULTS OF ANNUAL GENERAL MEETING (“AGM”)
Imperial is pleased to advise its shareholders that all the ordinary and
special resolutions proposed in the Notice of the AGM dated 26 August 2014
and tabled at the Company’s AGM held today, Tuesday 4 November 2014, were
passed by the requisite majority of votes cast by shareholders.
The board would like to place on record the following comments in response
to issues raised separately by two proxy and governance advisory service
providers.
The first relates to Special Resolution Number 2
This resolution seeks General Authority to Repurchase Company Shares.
The motivation for this resolution contains a paragraph entitled “Statement
of the Boards Intention” wherein the board seeks authority to purchase up
to 15% of the company’s shares, being the maximum permissible under a
general authority in terms of the Listings requirements.
In response to a proxy advisor’s recommendation that this resolution be
voted Against on the basis that 15% was excessive, the board has given an
undertaking that, subject to all the necessary requirements, no more that
5% of the company’s shares would be repurchased. This undertaking was
published on SENS on Wednesday 29th October where after the proxy advisor
recommended that the resolution be voted For.
The second relates to Ordinary Resolution Number 6
This resolution seeks Confirmation of the Group’s Remuneration Policy:
Although this resolution seeks a non-binding advisory vote, the Board of
Imperial is deeply committed to responsible conduct, sound governance and
transparency regarding executive compensation. The views of shareholders
will therefore be carefully considered in its deliberations on this
sensitive subject.
The second proxy advisor has recommended voting Against this resolution for
four reasons that the Board would like to respond to separately with a view
to providing shareholders with clarity on the philosophies, processes and
logic with which it approaches compensation decisions.
The proxy advisor’s first concern was:
“The former CEO received a bonus that has not been clearly linked to
performance (instead being designed to recognise his past service)”
The board’s response to this concern is the following:
After due consideration, the Board resolved to award Mr Brody an
incentive bonus equivalent to one year’s compensation.
This award was mainly for Mr Brody’s general accomplishment and
performance during the 8 months of the 2014 financial year in which
he served as CEO. The balance recognised the appreciation of
shareholder value during the course of his tenure as CEO from July
2007 to February 2014, during which time Mr Brody frequently declined
to accept his full incentive in terms of the prevailing incentive
schemes.
The Board notes the concern around the absence of a clear link
between performance and compensation, but regards the discretionary
decision appropriate under the circumstances.
The proxy advisors second concern was:
“Long-term incentives granted to Executive Directors during the year
under review were not performance-related, consisting only of awards
under the DBP”
The board’s response to this concern is the following:
As explained on page 124 of the Integrated Annual Report, the
Deferred Bonus Plan or DBP requires executives to purchase shares
with their own resources, and to place these shares in escrow with
the company for a period of three years at which time a like number
of shares will be awarded to them if they are still in the employ of
the company.
The DBP is considered by the Board to be a retention mechanism which
is enhanced by the appreciation of the company’s share price. As
such, specific performance criteria beyond share price appreciation
(as is the case with all other Imperial incentives and awards) are
not deemed necessary by the Board.
The proxy advisors third concern was:
“The performance metrics for the substantial award to the new CEO
under the CSP are not disclosed in any particular detail”
The board’s response to this concern is the following:
We acknowledge and accept this criticism. Greater detail will be
provided once the Board has approved the 2015 to 2018 strategy to be
placed before it for consideration in March 2015.
The proxy advisors fourth concern was:
“The 10 per cent share usage limit for incentive schemes is higher
than recommended limits.”
The board’s response to this concern is the following:
We acknowledge and accept this criticism. This will be reviewed by
the Board during the current financial year and shareholders will be
apprised of the outcome.
The voting results were as follows:
Resolutions proposed Number of Percentage For Against Abstained
shares voted shares % % %
voted
Ordinary Resolution 1: 159,785,030 76.88783% 100% 0% 0.11469%
Financial Statements
Ordinary Resolution 2: 159,555,141 76.77721% 100% 0% 0.22532%
Appointment of Auditors
Ordinary Resolution 3.1: 158,630,491 76.33227% 99.40242% 0.59758% 0.67025%
Appointment of audit committee
member – MJ Leeming
Ordinary Resolution 3.2: 158,630,491 76.33227% 99.46160% 0.53840% 0.67025%
Appointment of audit committee
member – T Dingaan
Ordinary Resolution 3.3: 158,630,491 76.33227% 99.42338% 0.57662% 0.67025%
Appointment of audit committee
member – P Langeni
Ordinary Resolution 3.4: 158,630,491 76.33227% 99.42577% 0.57423% 0.67025%
Appointment of audit committee
member – RJA Sparks
Ordinary Resolution 3.5: 158,630,491 76.33227% 99.42338% 0.57662% 0.67025%
Appointment of audit committee
member – Y Waja
Ordinary Resolution 4.1: Re- 158,630,491 76.33227% 99.44384% 0.55616% 0.67025%
appointment of directors – S
Engelbrecht
Ordinary Resolution 4.2: Re- 158,630,491 76.33227% 97.75562% 2.24438% 0.67025%
appointment of directors – P
Langeni
Ordinary Resolution 4.3: Re- 158,630,491 76.33227% 98.16918% 1.83082% 0.67025%
appointment of directors – TS
Gcabashe
Ordinary Resolution 4.4: Re- 158,630,491 76.33227% 99.05207% 0.94793% 0.67025%
appointment of directors – RJA
Sparks
Ordinary Resolution 4.5: Re- 158,630,491 76.33227% 85.02300% 14.97700% 0.67025%
appointment of directors – A
Tugendhaft
Ordinary Resolution 5.1: 159,510,729 76.75584% 86.95435% 13.04565% 0.24669%
Confirmation of directors – M
Akoojee
Ordinary Resolution 5.2: 158,674,903 76.35365% 98.59227% 1.40773% 0.64888%
Confirmation of directors – MJ
Lamberti
Ordinary Resolution 5.3: 159,555,141 76.77721% 86.98359% 13.01641% 0.22532%
Confirmation of directors – PB
Michaux
Ordinary Resolution 5.4: 158,630,491 76.33227% 86.90772% 13.09228% 0.67025%
Confirmation of directors – JJ
Strydom
Ordinary Resolution 6: 159,445,869 76.72463% 69.21532% 30.78468% 0.27790%
Confirmation of remuneration
policy
Special Resolution 1.1: 158,630,491 76.33227% 99.9830% 0.00170% 0.67025%
Directors’ fees - Chairperson
Special Resolution 1.2: 159,555,141 76.77721% 100% 0% 0.22532%
Directors’ fees – Deputy
chairperson
Special Resolution 1.3: 159,555,141 76.77721% 100% 0% 0.22532%
Directors’ fees – Board member
Special Resolution 1.4: 159,555,141 76.77721% 100% 0% 0.22532%
Directors’ fees – Asset and
liabilities chairperson
Special Resolution 1.5: 159,555,141 76.77721% 100% 0% 0.22532%
Directors’ fees – Asset and
liabilities member
Special Resolution 1.6: 159,555,141 76.77721% 100% 0% 0.22532%
Directors’ fees – Audit
committee chairperson
Special Resolution 1.7: 159,555,141 76.77721% 100% 0% 0.22532%
Directors’ fees – audit
committee member
Special Resolution 1.8: 159,555,141 76.77721% 100% 0% 0.22532%
Directors’ fees – Risk
committee chairperson
Special Resolution 1.9: 159,555,141 76.77721% 100% 0% 0.22532%
Directors’ fees – Risk
committee member
Special Resolution 1.10: 159,555,141 76.77721% 100% 0% 0.22532%
Directors’ fees – Remuneration
and nominations committee
chairperson
Special Resolution 1.11: 159,555,141 76.77721% 100% 0% 0.22532%
Directors’ fees - Remuneration
and nominations committee
member
Special Resolution 1.12: 159,555,141 76.77721% 100% 0% 0.22532%
Directors’ fees – Social,
ethics and sustainability
committee chairperson
Special Resolution 1.13: 159,555,141 76.77721% 100% 0% 0.22532%
Directors’ fees - Social,
ethics and sustainability
committee member
Special Resolution 2 – General 159,514,419 76.75762% 97.23719% 2.76281% 0.24491%
authority to repurchase company
shares
Ordinary Resolution 7 - 159,555,141 76.77721% 86.85548% 13.14452% 0.22532%
Authority over unissued
ordinary shares
Ordinary Resolution 8 – 159,555,141 76.77721% 86.78413% 13.21587% 0.22532%
Authority to issue shares for
cash
Ordinary Resolution 9 – 158,630,491 76.33227% 85.77324% 14.22676% 0.67025%
Authority over unissued
preference shares
Special Resolution 3 – S44 158,630,491 76.33227% 99.05524% 0.94476% 0.67025%
Financial assistance
Special Resolution 4 – S45 158,630,491 76.33227% 99.75961% 0.24039% 0.67025%
Financial assistance
Company Secretary
RA Venter
Sponsor:
Merrill Lynch SA (Pty) Limited
Date: 4 November 2014
Date: 04/11/2014 04:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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