To view the PDF file, sign up for a MySharenet subscription.

TRUWORTHS INTERNATIONAL LIMITED - Statement on leadership tenure and diversity and Results of annual general meeting

Release Date: 24/10/2018 17:35
Code(s): TRU     PDF:  
 
Wrap Text
Statement on leadership tenure and diversity 
and Results of annual general meeting

TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
PO Box 600, Cape Town, South Africa, 8000
JSE code: TRU; NSX code: TRW
ISIN: ZAE000028296
(“Truworths” or the “company” or the “Group”)

STATEMENT ON LEADERSHIP TENURE AND DIVERSITY
AND
RESULTS OF ANNUAL GENERAL MEETING

Statement on leadership tenure and diversity

The Truworths board would like to use the opportunity of the annual general meeting (“AGM”) to state
upfront, and unequivocally, that we fully support The King Codes on Corporate Governance for South
Africa, which for the past 20 years constituted the premier corporate governance frameworks in this
country.

We are particularly supportive of King IV, which focuses on the independence of directors, the
composition of governing bodies in terms of targets for gender and race representation and the
composition of the social and ethics committee, to mention but a few.

The Group has a solid transformation policy in place that supports the principles and aims of racial
and gender diversity at board level and plans to fast track this.

We are fully committed to the promotion of the empowerment of black and women South Africans and
note that this will firstly ensure a broader representation of the company’s leadership, and secondly
that this diversity will enhance our decision-making at board level.

In this regard, the Group has already met its short term targets on both these scores, and it expects
that its medium term targets will be exceeded within the next two years. In this regard, the board will
aim to ensure that at least 30% of the board of the company will comprise of both black and female
directors within the next 12 to 18 months.

As regards the issue of tenure of the existing, long standing non-executive directors, we would like to
state that the current directors remain highly independent – having no contractual, consulting or family
relationships with the Group, not being representatives of any major institutional shareholders of the
company, not being financially dependent on the fees they earn as non-executive directors, not being
participants in the Group’s share and other incentive schemes, and not being involved in external
charities that benefit from donations by the Group.

Nonetheless the board is very mindful of the need to refresh board and committee composition.

We do hear the concerns from our shareholders and we are fully committed to fast tracking these
changes to our board.

And to conclude, the Group has had considerable successes in transformation at employee level as
reflected in our black and female employee representation across the business in South Africa.

At junior and middle management levels, black representation is at 88% and 42% respectively, while
female representation is at 72% across the business and 43% at senior management level.

Truworths is an extremely well-governed business and the JSE reports that we are the only fashion
retailer to feature in the Top 30 version of the 2018 FTSE/JSE Responsible Investment Index.

This reflects that Truworths has substantively integrated environmental, social and governance
considerations within its business operations, contributing to value creation for all its stakeholders.

Results of AGM

Truworths advises that at the AGM of the company’s shareholders (“shareholders”) held on
Wednesday, 24 October 2018, all the ordinary and special resolutions, as set out in the notice of AGM
dated Tuesday, 25 September 2018, were approved by the requisite majority of shareholders present
or represented. The required special resolutions are not required to be lodged with the Companies
and Intellectual Property Commission (CIPC).

The Truworths shares in issue eligible to vote at the AGM were 428 669 230 (“voteable shares”).
This number is calculated as the total number of Truworths shares in issue, less repurchased shares
and share scheme shares. The number of Truworths shares represented at the AGM either by
shareholders personally present, or through letters of representation and by proxy, was 345 517 275,
representing 81% of the voteable shares.

Details of the voting on the resolutions are as follows:

Item number 1: To receive and adopt the Annual Financial Statements for the period ended 1 July
2018

    Shares Voted             Shares Abstained              Shares For            Shares Against

     344 030 899                  1 486 376                344 030 669                 230

       % Voted                  % Abstained                  % For                 % Against

         80.26                       0.35                     100                       0



Item number 2: To re-elect the retiring directors:

-   Mr MS Mark

    Shares Voted             Shares Abstained              Shares For            Shares Against

     344 524 304                   992 971                 343 233 355              1 300 949

       % Voted                  % Abstained                  % For                 % Against

         80.37                       0.23                     99.62                    0.38


-   Mr AJ Taylor

    Shares Voted             Shares Abstained              Shares For            Shares Against

     344 911 777                   605 598                 332 555 901             12 355 876

       % Voted                  % Abstained                  % For                 % Against

         80.46                       0.14                     96.42                    3.58


-   Mr DB Pfaff

    Shares Voted             Shares Abstained              Shares For            Shares Against

     344 791 388                   725 887                 343 581 056              1 210 332

       % Voted                  % Abstained                  % For                 % Against

         80.43                       0.17                     99.65                    0.35


To elect the following persons as non-executive directors of the company:

-   Ms M Makanjee

    Shares Voted            Shares Abstained              Shares For             Shares Against

     344 918 089                 599 186                 343 933 359                  984 730

       % Voted                 % Abstained                  % For                   % Against

        80.46                      0.14                      99.71                     0.29


-   Mr JHW Hawinkels

    Shares Voted            Shares Abstained              Shares For             Shares Against

     344 918 089                 599 186                 344 184 101                  733 988

       % Voted                 % Abstained                  % For                   % Against

        80.46                      0.14                      99.79                     0.21



Item number 3: To give the directors a limited and conditional general authority over the unissued
and repurchased shares, including the authority to issue or dispose of such shares for cash

    Shares Voted            Shares Abstained              Shares For             Shares Against

     344 918 387                 598 888                 308 939 454                35 978 933

       % Voted                 % Abstained                  % For                   % Against

        80.46                      0.14                      89.57                     10.43



Item number 4*: To give a limited and conditional general mandate for the company or its
subsidiaries to acquire the company’s shares

    Shares Voted            Shares Abstained              Shares For             Shares Against

     344 507 082                1 010 193                340 676 014                 3 831 068

       % Voted                 % Abstained                  % For                   % Against

        80.37                      0.24                      98.89                     1.11



Item number 5: To re-elect Ernst & Young Inc. as auditor for the period ending 30 June 2019 and to
authorise the Audit Committee to determine the terms and fees

    Shares Voted            Shares Abstained              Shares For             Shares Against

     344 918 387                 598 888                 270 544 763                74 373 624

       % Voted                 % Abstained                  % For                   % Against

        80.46                      0.14                      78.44                     21.56


Item number 6*: To approve the proposed fees of the non-executive directors for the
12 month period from 1 January 2019 to 31 December 2019:

-   Non-executive chairman

    Shares Voted              Shares Abstained   Shares For       Shares Against

     344 912 064                  605 211        344 204 968          707 096

       % Voted                  % Abstained        % For            % Against

        80.46                       0.14            99.79              0.21


-   Non-executive directors

    Shares Voted              Shares Abstained   Shares For       Shares Against

     344 912 064                  605 211        343 598 095         1 313 969

       % Voted                  % Abstained        % For            % Against

        80.46                       0.14            99.62              0.38


-   Audit Committee chairman

    Shares Voted              Shares Abstained   Shares For       Shares Against

     344 912 064                  605 211        342 690 001         2 222 063

       % Voted                  % Abstained        % For            % Against

        80.46                       0.14            99.36              0.64


-   Audit Committee member

    Shares Voted              Shares Abstained   Shares For       Shares Against

     344 912 064                  605 211        344 282 972          629 092

       % Voted                  % Abstained        % For            % Against

        80.46                       0.14            99.82              0.18


-   Remuneration Committee chairman

    Shares Voted              Shares Abstained   Shares For       Shares Against

     344 912 064                  605 211        344 282 972          629 092

       % Voted                  % Abstained        % For            % Against

        80.46                       0.14            99.82              0.18


-   Remuneration Committee member

    Shares Voted          Shares Abstained            Shares For    Shares Against

     344 912 064               605 211                344 282 972      629 092

       % Voted               % Abstained                % For         % Against

        80.46                    0.14                    99.82           0.18


-   Risk Committee member (non-executive only)

    Shares Voted          Shares Abstained            Shares For    Shares Against

     344 912 064               605 211                344 282 972      629 092

       % Voted               % Abstained                % For         % Against

        80.46                    0.14                    99.82           0.18


-   Non-executive and Nomination Committee chairman

    Shares Voted          Shares Abstained            Shares For    Shares Against

     344 912 064               605 211                344 282 972      629 092

       % Voted               % Abstained                % For         % Against

        80.46                    0.14                    99.82           0.18


-   Non-executive and Nomination Committee member

    Shares Voted          Shares Abstained            Shares For    Shares Against

     344 912 064               605 211                344 282 972      629 092


       % Voted               % Abstained                % For         % Against

        80.46                    0.14                    99.82           0.18


-   Social and Ethics Committee chairman

    Shares Voted          Shares Abstained            Shares For    Shares Against

     344 912 064               605 211                342 690 001     2 222 063

       % Voted               % Abstained                % For         % Against

        80.46                    0.14                    99.36           0.64


-   Social and Ethics Committee member (non-executive only)

    Shares Voted           Shares Abstained            Shares For             Shares Against

     344 912 064                605 211                342 690 001                  2 222 063

       % Voted               % Abstained                  % For                     % Against

        80.46                     0.14                    99.36                        0.64



Item number 7: To confirm the appointment of the following qualifying independent      non-executive
directors to the company’s Audit Committee:

-   Mr RJA Sparks

    Shares Voted           Shares Abstained            Shares For             Shares Against

     344 915 834                601 441                343 897 912                  1 017 922

       % Voted               % Abstained                  % For                     % Against

        80.46                     0.14                    99.70                        0.30


-   Mr MA Thompson

    Shares Voted           Shares Abstained            Shares For             Shares Against

     344 915 834                601 441                277 914 497                  67 001 337

       % Voted               % Abstained                  % For                     % Against

        80.46                     0.14                    80.57                       19.43

-   Mr RG Dow

    Shares Voted           Shares Abstained            Shares For             Shares Against

     302 882 556               42 634 719              235 628 240                  67 254 316

       % Voted               % Abstained                  % For                     % Against

        70.66                     9.95                    77.80                       22.20



Item number 8: To approve by way of non-binding advisory votes the group’s remuneration policy
and implementation report as set out in the company’s 2018 Integrated Annual Report:

-   Remuneration policy

    Shares Voted           Shares Abstained            Shares For             Shares Against

     344 918 089                599 186                258 703 082                  86 215 007

       % Voted               % Abstained                  % For                     % Against

        80.463                   0.140                    75.004                     24.996

-   Implementation report

    Shares Voted            Shares Abstained           Shares For            Shares Against

     344 918 089                599 186               274 756 213               70 161 876

       % Voted                % Abstained                % For                  % Against

        80.463                   0.140                    79.66                    20.34



Item number 9: To consider the report of the Social and Ethics Committee for the period ended 1
July 2018 as published out on the company’s website

    Shares Voted            Shares Abstained           Shares For            Shares Against

     344 030 899               1 486 376              344 030 569                   330

       % Voted                % Abstained                % For                  % Against

        80.26                     0.35                     100                       0



Item number 10: To confirm the appointment of the following qualifying directors to the company’s
Social and Ethics Committee for the period until the next AGM:

-   Mr MA Thompson

    Shares Voted            Shares Abstained           Shares For            Shares Against

     344 915 834                601 441               285 195 096               59 720 738

       % Voted                % Abstained                % For                  % Against

        80.46                     0.14                    82.69                    17.31



-   Dr CT Ndlovu

    Shares Voted            Shares Abstained           Shares For            Shares Against

     344 918 089                599 186               286 786 565               58 131 524

       % Voted                % Abstained                % For                  % Against

        80.46                     0.14                    83.15                    16.85



-   Mr DB Pfaff

    Shares Voted            Shares Abstained           Shares For            Shares Against

     344 915 834                601 441               343 647 062                1 268 772

       % Voted                % Abstained                % For                  % Against

        80.46                     0.14                    99.63                    0.37


Item number 11*: To approve the provision of financial assistance by the company, as authorised by
the board, to group entities in accordance with the Companies Act (71 of 2008, as amended)

    Shares Voted             Shares Abstained              Shares For             Shares Against

        344 918 064                599 211                340 586 965                4 331 099

         % Voted                 % Abstained                 % For                   % Against

           80.46                     0.14                     98.74                     1.26



Notes

* denotes a special resolution

    -     The percentage of shares voted is calculated by dividing the number of shares represented at
          the AGM (excluding shares abstained) by the voteable shares.
    -     The percentages of shares voted for and against are calculated in relation to the number of
          shares represented at the AGM, (excluding shares abstained).
    -     The percentage of shares abstained is calculated in relation to the number of voteable
          shares.


Cape Town
24 October 2018

Sponsor in South Africa
One Capital

Sponsor in Namibia
Merchantec Capital

Date: 24/10/2018 05:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Email this JSE Sens Item to a Friend.

Share This Story