125 / 136
Phuthuma Nathi Investments (RF) Limited
Integrated annual report 2018
125
Shareholder information
(continued)
Notice of annual general meeting
(continued)
3. To reappoint, on the recommendation
of the company’s audit committee,
PricewaterhouseCoopers Inc. as
independent registered auditor of the
company (noting that Ms A Motaung is
the individual registered auditor of that
firm who will undertake the audit) for
the period until the next AGM of the
company.
4. To elect Mr M Langa, who retires by
rotation and, being eligible, offers himself
for re-election as a director of the
company. His brief biographical details
are included in this integrated annual
report.
The board unanimously recommends
that the re-election of the director in
terms of resolution number 4 be
approved by the shareholders of the
company.
5. To appoint the audit committee members
as required in terms of the Act and
recommended by the King IV
TM
Code on
Corporate Governance for South Africa
2016 (King IV
TM
) (principle 8).
The board is satisfied that the company’s
audit committee members are suitably
skilled and experienced independent
non-executive directors. Collectively, they
have sufficient qualifications and
experience to fulfil their duties.
They have a comprehensive
understanding of financial reporting,
internal financial controls, risk
management and governance processes
in the company, as well as International
Financial Reporting Standards (IFRS)
and other regulations and guidelines
applicable to the company. They keep up
to date with developments affecting their
required skills set.
The board therefore unanimously
recommends Messrs M Langa and
P O Goldhawk, and Ms C P Mack for
appointment to the audit committee.
Their brief biographical details are
included in this integrated annual report.
Special resolutions
Each of the special resolutions below requires
the support of at least 75% of the votes
exercised by shareholders present or
represented by proxy at this meeting to
be adopted.
1. That the company’s memorandum of
incorporation (MOI) be amended in
accordance with section 16(5)(b)(iii) of the
Act, by inserting the following article into
the MOI as a new article 1.4.17A
immediately following the existing
article 1.4.17, without any renumbering of
the succeeding articles: