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Results of Annual General Meetings of Investec Limited and Investec plc
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 ordinary share code: INL LSE share code: INVP
NSX ordinary share code: IVD JSE share code: INP
BSE ordinary share code: INVESTEC ISIN: GB00B17BBQ50
ISIN: ZAE000081949
(jointly “Investec”)
As part of the dual listed company structure, Investec plc and Investec Limited notify both the London Stock
Exchange and the JSE Limited of matters which are required to be disclosed under the Disclosure and
Transparency Rules and the Listing Rules of the United Kingdom Listing Authority (the “UKLA”) and/or the JSE
Listing Requirements.
Accordingly we advise of the following:
Results of Annual General Meetings of Investec Limited and Investec plc
(the “Shareholder Meetings”)
The Shareholder Meetings were held on 08 August 2018. As required by the dual listed company structure, all
resolutions were treated as Joint Electorate Actions and were decided on a poll. All resolutions at both meetings
were passed by the required majority. Resolutions 1 to 18, 20 to 27, 32 to 36 and 39 were passed as ordinary
resolutions. Resolutions 28 to 31 and Resolutions 37 and 38 were passed as special resolutions.
The voting results of the Joint Electorate Actions are identical and are given below:
Votes For % Votes % TOTAL Votes Witheld Result
Against cast as
%
issued
capital
RESOLUTION
Common Business: Investec plc and Investec Limited
To re-elect
Zarina Bibi
Mahomed Bassa
1 as a director of 741,328,053 96.82% 24,354,219 3.18% 765,682,272 79.11% 6,423,507 Carried
Investec plc and
Investec Limited
To re-elect
Laurel
Charmaine
2 Bowden as a 763,517,797 99.72% 2,166,250 0.28% 765,684,047 79.11% 6,421,766 Carried
director of
Investec plc and
Investec Limited
To re-elect Glynn
Robert Burger as
3 a director of 753,286,635 98.28% 13,205,958 1.72% 766,492,593 79.19% 5,613,220 Carried
Investec plc and
Investec Limited
To re-elect
Cheryl Ann
Carolus as a
4 director of 707,345,509 92.92% 53,928,002 7.08% 761,273,511 78.65% 10,832,300 Carried
Investec plc and
Investec Limited
To re-elect
Peregrine
Kenneth
Oughton
5 Crosthwaite as a 707,008,304 92.26% 59,331,463 7.74% 766,339,767 79.17% 5,766,045 Carried
director of
Investec plc and
Investec Limited
To re-elect
Hendrik Jacobus
du Toit as a
6 director of 754,165,001 98.39% 12,327,622 1.61% 766,492,623 79.19% 5,613,190 Carried
Investec plc and
Investec Limited
To re-elect David
Friedland as a
7 director of 763,193,590 99.57% 3,299,115 0.43% 766,492,705 79.19% 5,613,107 Carried
Investec plc and
Investec Limited
To re-elect
Charles Richard
Jacobs as a
8 director of 730,792,696 95.76% 32,345,958 4.24% 763,138,654 78.84% 8,967,158 Carried
Investec plc and
Investec Limited
To re-elect
Bernard Kantor
9 as a director of 708,810,805 92.48% 57,673,132 7.52% 766,483,937 79.19% 5,621,876 Carried
Investec plc and
Investec Limited
To re-elect Ian
Robert Kantor as
10 a director of 704,322,600 92.21% 59,501,703 7.79% 763,824,303 78.91% 8,281,474 Carried
Investec plc and
Investec Limited
To re-elect
Stephen Koseff
11 as a director of 745,291,330 97.23% 21,201,293 2.77% 766,492,623 79.19% 5,613,088 Carried
Investec plc and
Investec Limited
To re-elect Lord
Malloch-Brown
12 as a director of 763,149,955 99.67% 2,534,092 0.33% 765,684,047 79.11% 6,421,766 Carried
Investec plc and
Investec Limited
To re-elect
Khumo Lesego
Shuenyane as a
13 director of 763,193,738 99.67% 2,490,273 0.33% 765,684,011 79.11% 6,421,802 Carried
Investec plc and
Investec Limited
To re-elect Fani
Titi as a director
14 of Investec plc 737,156,027 96.17% 29,336,585 3.83% 766,492,612 79.19% 5,613,201 Carried
and Investec
Limited
To elect Philip
Alan Hourquebie
15 as a director of 729,271,764 95.25% 36,377,740 4.75% 765,649,504 79.10% 6,456,187 Carried
Investec plc and
Investec Limited
To approve the
dual listed
companies’
(DLC) directors’
remuneration
report (other
16 than the part 621,469,080 81.11% 144,739,822 18.89% 766,208,902 79.16% 5,896,625 Carried
containing the
directors’
remuneration
policy) for the
year ended 31
March 2018
To approve the
dual listed
companies’
(DLC) director’s
17 remuneration 608,897,115 79.47% 157,300,121 20.53% 766,197,236 79.16% 5,908,576 Carried
policy contained
in the DLC
remuneration
report
Authority to take
18 action in respect 766,469,782 100.00% 21,633 0.00% 766,491,415 79.19% 5,614,148 Carried
of the
resolutions
Ordinary business: Investec Limited
To present the
audited financial
statements of
Investec Limited
for the year
ended 31 March
2018, together Non-
19 with the reports voting
of the directors,
the auditors, the
chairman of the
audit committee
and the
chairman of the
social and ethics
committee
To sanction the
interim dividend
paid by Investec
Limited on the
20 ordinary shares 766,262,051 99.97% 220,496 0.03% 766,482,547 79.19% 5,623,144 Carried
in Investec
Limited for the
six-month period
ended 30
September 2017
To sanction the
21 interim dividend 766,281,894 99.97% 200,653 0.03% 766,482,547 79.19% 5,623,144 Carried
paid on the SA
DAS share in
Investec Limited
for the six-month
period ended 30
September 2017
Subject to the
passing of
resolution No 34,
to declare a final
dividend on the
22 ordinary shares 766,280,797 99.97% 200,653 0.03% 766,481,450 79.19% 5,624,195 Carried
and the SA DAS
share in Investec
Limited for the
year ended 31
March 2018
To reappoint
Ernst & Young
23 Inc. as joint 659,074,180 86.00% 107,281,890 14.00% 766,356,070 79.18% 5,749,573 Carried
auditors of
Investec Limited
To reappoint
24 KPMG Inc. as 614,886,207 80.50% 148,905,210 19.50% 763,791,417 78.91% 8,314,016 Carried
joint auditors of
Investec Limited
Special business: Investec Limited
Ordinary resolutions
Directors’
authority to issue
25 up to 5% of the 531,779,268 69.38% 234,703,017 30.62% 766,482,285 79.19% 5,623,528 Carried
unissued
ordinary shares
Directors’
authority to issue
the unissued
variable rate,
cumulative,
redeemable
26 preference 729,975,218 95.24% 36,502,783 4.76% 766,478,001 79.19% 5,627,766 Carried
shares and the
unissued non-
redeemable,
non-cumulative,
non-participating
preference
shares
Directors’
authority to issue
the unissued
special
27 convertible 721,926,057 94.19% 44,547,944 5.81% 766,474,001 79.19% 5,631,766 Carried
redeemable
preference
shares
Special resolutions
Special
resolution No 1:
28 Directors’
authority to
acquire ordinary 741,516,338 96.80% 24,473,639 3.20% 765,989,977 79.14% 6,115,435 Carried
shares
Special
resolution No 2:
Directors’
authority to
acquire Class
ILRP2
redeemable,
non-participating
preference
shares, any
29 other 758,800,598 99.06% 7,178,558 0.94% 765,979,156 79.14% 6,126,487 Carried
redeemable,
non-participating
preference
shares and
non-redeemable,
non-cumulative,
non-participating
preference
shares
Special
30 resolution No 3: 754,137,632 98.39% 12,336,568 1.61% 766,474,200 79.19% 5,631,444 Carried
Financial
assistance
Special
resolution No 4:
31 Non-executive 761,798,511 99.72% 2,131,599 0.28% 763,930,110 78.93% 8,175,657 Carried
directors’
remuneration
Investec plc
Ordinary business: Investec plc
To receive and
adopt the
audited financial
statements of
Investec plc for
32 the year ended 764,657,939 100.00% 11,030 0.00% 764,668,969 79.00% 7,436,798 Carried
31 March 2018,
together with the
reports of the
directors and the
auditors
To sanction the
interim dividend
paid by Investec
33 plc on the 765,579,291 99.88% 913,316 0.12% 766,492,607 79.19% 5,613,080 Carried
ordinary shares
in Investec plc
for the six-month
period ended 30
September 2017
Subject to the
passing of
resolution No 22,
to declare a final
34 dividend on the 766,271,105 99.97% 220,778 0.03% 766,491,883 79.19% 5,613,804 Carried
ordinary shares
in Investec plc
for the year
ended 31 March
2018
To reappoint
Ernst & Young
LLP as auditors
of Investec plc
35 and to authorise 681,014,935 88.85% 85,477,503 11.15% 766,492,438 79.19% 5,613,328 Carried
the directors of
Investec plc to
fix their
remuneration
Special business: Investec plc
Ordinary resolution
Directors’
36 authority to allot 509,704,557 66.50% 256,786,777 33.50% 766,491,334 79.19% 5,614,433 Carried
shares and other
securities
Special resolutions
Special
resolution No 5:
37 Directors’ 765,031,866 99.85% 1,112,897 0.15% 766,144,763 79.15% 5,961,003 Carried
authority to
purchase
ordinary shares
Special
resolution No 6:
Directors’
38 authority to 747,391,684 97.55% 18,750,898 2.45% 766,142,582 79.15% 5,963,185 Carried
purchase
preference
shares
Ordinary resolution
Political
39 donations 521,135,447 80.94% 122,709,093 19.06% 643,844,540 66.52% 128,261,227 Carried
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 the group’s stakeholders. As part of the group’s
stakeholder engagement philosophy and process, the Group Chairman, Senior Independent Director and the
Remuneration Committee Chairman actively engage with UK shareholder representative organisations and the
group’s largest shareholders in South Africa and the UK on an annual basis. This consultation generally includes
the group’s largest 10 shareholders in each country excluding index trackers. This is a process that has been
conducted for over 10 years. These annual engagements have focused largely on governance, remuneration
and related matters, however, they have also provided the group’s shareholders with the opportunity to ask the
Group Chairman, Senior Independent Director and Remuneration Committee Chairman any questions that may
be pertinent at the time. These meetings are in addition to the numerous meetings shareholders would have
with executive management.
Since the group’s AGM in August 2017, the following matters have been extensively discussed with the group’s
largest shareholders:
- The group’s succession plan as announced on 06 February 2018
- Strategic priorities in the context of implementing the group’s succession plan
- Improving returns across the group’s businesses, notably the Specialist Banking businesses
- Director’s remuneration and the group’s proposed remuneration policy for executive directors for the
year ending 31 March 2019
- Audit quality, auditor independence and the rotation of auditors
- The re-election of KPMG Inc. as one of the group’s joint auditors in South Africa, given the challenges
experienced by KPMG Inc. in South Africa
- Independence of non-executive directors and average tenure of the Board.
The Board notes that at today’s AGM certain resolutions have passed with a less than 80% majority, and
provides the following comments in that regard:
Resolution 17: ordinary resolution to approve the dual listed companies remuneration policy
As noted above, the Group Chairman and Remuneration Committee Chairman have extensively engaged with
UK shareholder representative organisations and the group’s largest shareholders on remuneration related
matters over a number of years. Investec’s previous remuneration policy was last voted on by shareholders in
2015 and the group submitted a revised remuneration policy for approval by shareholders at today’s AGM as
required by regulations.
In summary, the group’s revised remuneration policy:
- Incorporates certain amendments which address the feedback previously received from shareholders
- Incorporates required regulatory changes
- Given the management succession announced in February 2018, it focuses on the group’s
remuneration arrangements within the year of transition.
The Remuneration Committee believes that the proposals it has included in its revised remuneration policy
address a number of matters previously raised by shareholders, notably:
- Reduction in total compensation levels for executive directors:
o An approximate 30% reduction in total compensation levels is achieved using the proposed
new fixed pay and short and long-term measures and metrics applied to 31 March 2018
performance.
- Better alignment between pay awards and the performance of Investec:
o Changes made to the short-term incentive measures and implemented tougher performance
levels
o Financial measures performance weightings have been increased to 80% of the total in the
determination of the short-term incentive
o In the long-term incentive tougher performance levels have been introduced for certain
measures
o The remuneration committee will review the performance measures on an annual basis.
- Simplification in pay structures and the assessment of executive director performance:
o Replacing role based allowances for new executive directors with a single fixed pay award of
cash and shares
o The short-term measures have been simplified and reduced from nine to six.
- Treatment of unvested long-term incentive plan awards for departing executive directors:
o The departing CEO, managing director and group risk and finance director will have their
unvested long term incentive awards pro-rated to reflect their period of service relative to the
performance periods of such awards
o The new policy will clarify that unvested long-term incentive awards will be pro-rated going
forward.
- Introduction of a minimum shareholding requirement:
o Executive directors are required to build and maintain a shareholding of 200% of the cash
element of fixed remuneration over a reasonable timeframe.
Overall, shareholders have provided the Group Chairman and Remuneration Committee Chairman positive
feedback on the changes made above and believe that the level of disclosure explaining the implementation of
the group’s remuneration policy is detailed and clear. However, some of the group’s shareholders, notably in
South Africa, whilst acknowledging these positive aspects, believe that the overall quantum of pay is too high
relative to South African peers. The Investec Group is an international business, and as such the Remuneration
Committee believes it is appropriate to benchmark executive remuneration against a set of international peers,
including South African competitors. Despite the group’s active engagement on these matters certain of the
group’s shareholders have decided to vote against the remuneration policy.
Resolution 25: ordinary resolution to place 5% of the unissued ordinary share capital in Investec Limited under
the control of the directors and Resolution 36: ordinary resolution: directors’ authority to allot shares and other
securities in Investec plc
The Board is aware of shareholder concerns in relation to the dilutive effect of the issuance of ordinary shares
and will be considering its current practices going forward.
Overall comments on resolutions that passed with majorities of less than 80%
The Board will continue to take into account shareholder feedback in developing and refining its policies and
practices and an update will be provided in the annual report for the period ended 31 March 2019 in respect of
the resolutions which were passed with majorities of less than 80%.
Additional information with respect to the resolution to reappoint KPMG Inc. as one of the group’s joint auditors
in South Africa
The Audit Committee spent a lot of time during the course of the year on matters pertaining to audit quality and
auditor independence and these matters have been explained in detail in the group’s 2018 integrated annual
report.
Regarding the challenges experienced by KPMG Inc. in South Africa:
- A number of processes were initiated to ensure and confirm audit quality;
- Separate audit committee and board meetings were held to consider and conclude on the group’s approach
to these matters;
- A number of meetings were held with local and international KMPG leadership;
- KPMG International was requested to put additional KPMG international file and technical reviews into
place;
- Partners from both Ernst & Young LLP and KPMG International attended meetings to outline the enhanced
and additional cross reviews that had been undertaken;
- Confirmations on independence by both firms were received.
The Board’s decision to retain KPMG Inc. as one of the group’s joint auditors in South Africa was not taken
lightly. The Board is concerned about the failures of KPMG’s internal controls and procedures as acknowledged
by them. Of greater concern is the significant negative impact this has had on the country’s audit profession,
individual lives and the South African economy. Investec is a company that is strongly committed to its core
values which require Investec employees, clients, suppliers and service providers to uphold the highest
standards of ethical behaviour.
The Board requires KPMG International to hold individuals and KPMG Inc. accountable for involvement in the
events that have taken place in South Africa with respect to their firm.
In making the recommendation for re-election of Investec Limited’s and Investec Bank Limited’s auditors, the
Board and Audit Committee have taken into consideration the South African Companies Act and in particular,
the section 90 criteria and requirements for appointing auditors, and the South African Prudential Authority
requirements with respect to joint auditors and mandatory firm rotation. In addition, the need to ensure stability
within the South African financial system and the audit profession at a time of uncertainty and volatility in the
country as a whole is important. The Board expects KPMG International to support KPMG Inc. and restore and
rebuild confidence in KPMG South Africa.
The Board will continue to monitor the situation closely and demand that the quality of work performed by KPMG
for the group is of a high standard.
The Audit Committee Chairman discussed these matters at length with the group’s largest shareholders in South
Africa. Shareholders appreciated the amount of time and work that the Audit Committee had dedicated to these
matters and understood the group’s position in this regard, however, some of them have been guided by their
own internal policies with respect to voting on this resolution.
Other information
As at the date of the AGM, Investec plc’s issued capital consists of 680,447,867 ordinary shares of GBP0.0002
each and Investec Limited’s issued capital consists of 31,441,996 ordinary shares of ZAR0.0002 each.
Investec Limited holds 31,865,535 ordinary shares in Treasury. In accordance with the dual listed companies
structure, the aggregate number of voting rights which may be exercised at the AGM was 967,487,041.
Votes withheld are not votes in law and have not been counted in the calculation of the proportion of votes 'for'
or 'against' a resolution. Proxy appointments which gave discretion to the Chairman have been included in the
'for' total.
Document regarding Resolutions passed at the Shareholder Meetings on 08 August 2018:
- Copies of all resolutions passed as special business at the Shareholder Meetings on 08 August 2018,
pursuant to Listing Rule 9.6.2, will be submitted to the National Storage Mechanism and will shortly be
available for inspection at www.hemscott.com/nsm.do.
David Miller Niki van Wyk
Company Secretary Company Secretary
Investec plc Investec Limited
Johannesburg and London
Date: 08 August 2018
Sponsor: Investec Bank Limited
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