In a decisive display of shareholder unity, FirstRand Limited’s 27th Annual General Meeting (AGM) on Thursday, 30 November 2023, witnessed the resounding approval of all proposed resolutions.
Voting Triumphs
Re-election of Directors
The re-election of directors saw overwhelming support, with Z Roscherr securing 97.41% and T Winterboer an impressive 99.74% approval. Additionally, TC Isaacs, filling a vacancy during the year, gained a staggering 99.95% support.
| Resolution | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| Z Roscherr | 97.41% | 2.59% | 0.02% |
| T Winterboer | 99.74% | 0.26% | 0.02% |
| TC Isaacs (Vacancy Filled) | 99.95% | 0.05% | 0.02% |
External Auditor Appointments
FirstRand’s choice of external auditors, Ernst & Young Inc. and PricewaterhouseCoopers Inc., received substantial approval, securing 100.00% and 94.69%, respectively. The board’s appointment of Ernst & Young Inc. as the joint external auditor is pending regulatory approval.
| Resolution | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| Ernst & Young Inc. | 100.00% | 0.00% | 0.02% |
| PricewaterhouseCoopers Inc. | 94.69% | 5.31% | 0.02% |
General Authorities and Signings
- General authority to issue authorized but unissued ordinary shares for cash received 93.09% approval.
- Signing authority to director and/or group company secretary achieved unanimous approval at 100.00%.
| Resolution | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| General Authority to Issue Shares for Cash | 93.09% | 6.91% | 0.03% |
| Signing Authority to Director and/or Secretary | 100.00% | 0.00% | 0.02% |
Advisory Endorsements
Shareholders expressed their views on remuneration policies with advisory endorsements:
- Advisory Endorsement 1 (Remuneration Policy): 94.02% for, 5.98% against.
- Advisory Endorsement 2 (Remuneration Implementation Report): 95.92% for, 4.08% against.
| Resolution | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| Advisory Endorsement 1 (Remuneration Policy) | 94.02% | 5.98% | 0.08% |
| Advisory Endorsement 2 (Remuneration Implementation) | 95.92% | 4.08% | 0.10% |
Special Resolutions
- Special Resolution 1 (General authority to repurchase ordinary shares): 97.80% for, 2.20% against.
- Special Resolutions 2.1 and 2.2 (Financial assistance to directors and related entities): Both received robust support, securing 99.41% and 99.26%, respectively.
- Special Resolution 3 (Remuneration of non-executive directors from 1 December 2023): 98.55% for, 1.45% against.
| Resolution | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| Special Resolution 1 (Repurchase of Ordinary Shares) | 97.80% | 2.20% | 0.04% |
| Special Resolution 2.1 (Financial Assistance – Directors) | 99.41% | 0.59% | 0.02% |
| Special Resolution 2.2 (Financial Assistance – Entities) | 99.26% | 0.74% | 0.02% |
| Special Resolution 3 (Non-Executive Directors’ Remuneration) | 98.55% | 1.45% | 0.03% |
Ernst & Young Inc. Takes the Helm
Following the voluntary audit firm rotation process, Ernst & Young Inc. was appointed as the joint external auditor, replacing Deloitte & Touche. The appointment is effective from Thursday, 30 November 2023, subject to regulatory approval.
Board Evolution
Retirement of Mr. RM Loubser
In compliance with the South African Reserve Bank’s Prudential Authority, Mr. RM Loubser retired from the board after completing his nine-year tenure. The board expressed gratitude for his leadership and dedicated service.
Farewell to Mr. RW Jardine
Mr. RW Jardine, who resigned effective Thursday, 30 November 2023, received acknowledgment for his strong stewardship of the board. The directors extended their best wishes for his future endeavors.
Conclusion
FirstRand’s AGM showcased a robust mandate from shareholders, indicating confidence in the board’s decisions and strategic directions. The appointment of Ernst & Young Inc. and changes to the board reflect the company’s commitment to governance excellence and responsive leadership. As the financial year progresses, stakeholders eagerly anticipate the positive impact of these resolutions on FirstRand’s growth and stability.
