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Update statement with respect to votes received at the AGM of Investec Limited and Investec plc, change in Auditor
Investec Limited Investec plc
Incorporated in the Republic of South Africa Incorporated in England and Wales
Registration number 1925/002833/06 Registration number 3633621
JSE share code: INL LSE share code: INVP
NSX share code: IVD JSE share code: INP
BSE share code: INVESTEC ISIN: GB00B17BBQ50
ISIN: ZAE000081949 LEI: 2138007Z3U5GWDN3MY22
LEI: 213800CU7SM6O4UWOZ70
As part of the dual listed company structure, Investec plc and Investec Limited (together the
“Investec Group”) notify both the London Stock Exchange and the JSE Limited of matters which
are required to be disclosed under the Disclosure Guidance and Transparency Rules, and
Listing Rules of the Financial Conduct Authority (the "FCA") and/or the JSE Listings
Requirements.
The UK Corporate Governance Code requires companies to provide an update within six
months of a general meeting where more than 20% of shareholders have voted against a
resolution. This statement provides an update on our shareholder engagement and the actions
we are taking, accordingly, we advise of the following:
Update statement with respect to votes received at the Annual General Meetings
(“AGM”) of Investec Limited and Investec plc (together the “Group”) and change to Auditor
At the AGM on 5 August 2021, resolution 15 (approval of the DLC directors’ remuneration
report for the year ended 31 March 2021), resolution 23 (re-appointment of Ernst & Young
(“EY”) Inc. as joint auditors of Investec Limited), resolution 24 (re-appointment of KPMG
Inc. as joint auditors of Investec Limited) and resolution 38 (political donations), passed
with a less than 80% majority.
The Boards of Directors of Investec plc and Investec Limited (the “Board”) recognise that
effective communication is integral in building stakeholder value and are committed to
providing meaningful, transparent, timely and accurate financial and non-financial
information to our stakeholders. In addition to formal, written communication, executive
management and non-executive board members continue to engage with our shareholders on
a regular basis.
Commenting on the less than 80% vote received for the Group’s Remuneration Report
We consulted with shareholders in early 2021 to obtain their input on our new three year
remuneration policy. We further engaged with shareholders during July 2021 to discuss the
Group’s final remuneration policy and the 2021 remuneration outcomes. The Board were
pleased to receive strong support for the Group’s new remuneration policy, at 86.17%. We
anticipate that the material increase in support for our new remuneration policy at the AGM
will translate into an increased level of votes in favour of our future remuneration reports.
We will continue with the annual programme of engagement with our shareholders with a view
to ensuring that future remuneration policies and resultant outcomes are reflective of business
performance and the experience of our stakeholders while balancing this with an increasingly
competitive labour market.
Commenting on the less than 80% vote received for the re-appointments of EY Inc. and KPMG
Inc. as joint auditors of Investec Limited
EY LLP are the current external auditors of Investec plc, with the re-appointment of EY LLP
receiving a vote for of 80.10% at the AGM on 5 August 2021.
As required by the South African Prudential Authority, Investec Limited has to appoint joint
external auditors. EY Inc. and KPMG Inc. are the current joint auditors of Investec Limited.
The Investec Limited Audit Committee considered the implications of the Mandatory Audit
Firm Rotation (“MAFR”) rule as issued by the Independent Regulatory Board for Auditors
(“IRBA”),
the requirements of the South African Companies Act No. 71 of 2008, as amended, and the
state of the audit profession in South Africa including reputational or apparent audit failure
perceptions. The views expressed by shareholders have been a key consideration balanced
with the implications of having joint auditors and the risks inherent to an audit transition.
Based on this assessment, following a comprehensive tender process
PricewaterhouseCoopers (“PwC”) Inc. was nominated as one of the new joint external auditors
of Investec Limited for the financial year starting 1 April 2023. It is intended that PwC Inc. will
replace KPMG Inc. as one of the joint external auditors of Investec Limited. The appointment
of PwC Inc. and the designated audit partner is subject to regulatory approval from the South
African Prudential Authority.
The appointment of PwC Inc. as one of the joint external auditors of Investec Limited will be
recommended to ordinary shareholders at the AGM to be held in August 2022. A formal
transition process will commence during 2022, whereby PwC Inc. will observe the full audit
cycle performed by the incumbent joint external auditors.
A competitive tender process for the second rotation will commence during 2022, with the
second incoming audit firm to perform the first audit for the financial year starting 1 April 2025,
in accordance with the MAFR rules as published by the IRBA. It is intended that the second
incoming audit firm will replace EY Inc. as one of the joint external auditors of Investec Limited.
At this point, a decision will also be taken as to the audit firm responsible for the audit of the
Group and Investec plc, with that firm to replace EY LLP for the financial year starting 1 April
2024.
Commenting on the less than 80% vote received for authority to make political donations and
to incur political expenditure
As stated in the notices to the AGMs, Investec plc does not give any money for political
purposes in the UK nor does it make any donations to UK political organisations or incur UK
political expenditure. However, the definitions of political donations and political expenditure
used in the UK Companies Act 2006 (“UK Companies Act”) are very wide. In line with UK market
practice, the authority is therefore requested only as a precautionary measure to ensure that
Investec plc and any company which is or becomes a subsidiary of Investec plc does not
inadvertently breach the relevant provisions of the UK Companies Act.
For further information, please contact:
Mr David Miller
Investec plc
Company Secretary
+ 44 (0)20 7597 4000
Johannesburg and London
Date: 3 February 2022
Sponsor: Investec Bank Limited
Date: 03-02-2022 05:00:00
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