Good morning, ladies and gentlemen. I will welcome you to this Annual General Meeting of shareholders of Brit Corporation. I'm Stephen Kossa with Gemini Brit Corp. As a consequence of the impact of the COVID-nineteen pandemic and the restrictions placed in public gatherings, the meeting will mostly be conducted through the electronic participation as provided for by the JAC and in terms of the provisions in the company's Act 7,001 of 2,008 as amended and the company's memorandum of incorporation. And just before we start there,
a few
points on how to navigate the Zoom meeting platform. For shareholders who would like to post questions, please click on the Q and A icon at the bottom of your screen. If you have a question on a particular resolution, please type your name, the resolution number followed by your question and press enter or send. Or alternatively, if you'd like to address the meeting directly, please click on the raise your hand icon. Once the Chairman has identified you, your microphone will be unmuted and you will be able to address the meeting.
All questions and comments will be addressed after all resolutions have been put to the meeting. The results of the call will be announced before the close of the formal business of the meeting. The Quorum requirements for this meeting are that at least 3 members in Taltor Vault are present in person or represented either by proxy or letter representation. And in terms of the company's act that at least 25% of shares in Issu are represented. I can inform you a quarter of shareholders is personally present or represented at this meeting and I accordingly declare the meeting properly constituted.
The notice of convening in this Annual General Meeting was sent to all shareholders during October 2020. The notice contains full details of the special and order resolutions to be considered at this meeting. I propose that we permitted to take the notices read. Are there any objections to this procedure?
Kevin, there's a raised hand. I'm a shareholder. Yes. Please proceed. Hi, Steve.
Can you hear me? Yes. We can hear you.
Hi, Stuart. Thank you, Al. And good morning to all the attendees on the call. I asked the opportunity, I wasn't sure if there was going to be a Q and A session and so forth. So I said let me just raise my
concerns there upfront. We're not going to do Q and A at the end. That's why it is a concern about one of the resolutions. You're entitled to raise it at the end. All we're asking for is, are you happy that we conduct a poll?
Yes. So look, this is part of that discussion as well. So Stephen, this is
Kavisham Dieteran speaking here from BigVilla Global Fund Managers. We are deeply concerned with the LCI modifications in Whitcorp's trade transfer remuneration policy. To be more specific, there has been Whitcorp employee cuts in the wake of COVID-nineteen that good comp executives want to be protected from the impact of the pandemic while employees and shareholders suffer the bull burn. The modifications to long term incentive scheme means that good comp execs will be easier rewarded by just staying employed in the business. Witkoff's guarantee pay already addresses retailing executives through its objectives and practices.
Between 2017 2020, the cumulative total single figure remuneration less the LTI for Witkoff's CFO and CEO was circa plus R3 1,000,000 and R140 1,000,000. This is a well rewarded team in good times. The modifications are a cultural shift away from a performance based focus to primarily a retention based focus. Whitcorp's Remcom have chosen to ignore independent legal advice from Bowman Gilpin regarding modifications to invites awards and in not being favored by shareholders. The law was not followed in making these changes.
Modifications cannot be made retrospectively without the required notice. This is in contravention of the company's act in South Africa. MEMCOM directors could possibly be declared delinquent and they may be held personally liable for this breach of the act. For any losses or costs to the company, this could be as much as $75,300,000 Huawei estimates. We further believe that Bicorp may be in breach of the JAC listing requirements as it pertains to retrospective changes prior shareholder approved remuneration policies.
The modification to the remuneration policy are a clear indication of
a lack of independence by Remcom.
The Board has to take action. Performance measures must be included across all the costs, long term incentives, in price and use. We simply don't want modifications to the scheme. Stephen, these are the concerns that we have. We felt that it was appropriate.
Okay.
You've raised your concerns. You should have raised it at the end when we put the resolutions to the meeting, but you have raised them now that they are noted and now we'll carry on with the meeting. Thank you very much. So I'm going to move you into the meeting now. Just want to get to my position before okay.
So it is our intention to conduct voting on all resolutions proposed at this meeting by way of a pulp. The representatives from meeting specialist PDOI Limited will act as scrutineers. Please note that only shareholders in the possession of a valid proxy, which has been filed in the quarter of the notice of meeting, whose shareholders are reflected in the share register, who are in possession of a written letter of representation on target to speak and vote at this meeting. Any person who is not signed to Huddl may ever post questions after the conclusion of the meeting. A few pointers on how to cast your vote.
All shareholders or the representatives who registered to vote would have received a link to the voting platform to either their mobile phone or e mail address. Please click on the vote now link and it will direct you to the voting platform. You will notice that the voting platform contains all the resolutions which have been published in the notice of meeting with your vote to automatically default to Turfstein. You may vote on all the resolutions simultaneously, defaulting all your voucher as either for or against or keeping it as an abstain voucher and then clicking on the submit button on the electronic on the bottom of the electronic ballot. You may also indicate your votes individually per resolution by selecting the relevant option for, against or abstain on a resolution by resolution basis.
Once you have voted on all the resolutions, scroll down to the bottom of the page and click submit. A message will pop up on your screen confirming that your votes have been received. Please note that once you click submit, your votes cannot be retracted and rebutted. As such, please ensure that you selected the correct option on your resolution either for, against, or stay. While we'll announce results of the resolutions voted by way of the call.
Are there any questions regarding this procedure?
Sure, there is a raise of hand from the shareholder. The shareholder, please proceed. Okay. The shareholder has loaded his hand sheet. Shareholder?
Hi, Steven. Hi. Hi. It's well I can hear from the well off. I think what I find out from you, whether you are going to print any legal resolution to show us a bolt on on those in flight resolutions or on the modifications of their enumerating schemes.
So is that one the challenge going to do now to us as shareholders? Thank you.
We are putting all the resolutions tabled in the notice of the meeting to the shareholders. I note the inclusion of the annual financial statements for the end of 30th June 2020 as included in the publication of Bit Corp 2020 Annual Report on October 21, 2020. The annual integrated reporting includes the annual financial statements as well as the report of the auditors, the Audit and Risk Committee and all the directors which covers fully covers the activities of the company for the year under review. Please use the Q and A button or raise your hand icon if you'd like to ask a question in relation to the information presented. As I said earlier, we're going to take all questions will be taken at once all resolutions have been put to this body of shareholders.
We will now display the resolutions 1 by 1. Please be reminded that we'll respond to questions at the end of posting more resolutions. And if you have any question pertaining to a particular resolution, please post your question by clicking the Q and A or raise your hand. As I said, we will take the question after all the resolutions have been proposed have been tabled, not in the middle. I'll start off our ordinary resolution number 1, our proposed ordinary resolution number 1 regarding the reappointing of the Pricewaterhouse as independent external auditors of the group for the audit of the year ended 30 June 2021 financial year with 11 Sherritt as the individual registered auditor being the designated auditor as set out in the notice convenience meeting.
Resolution 2, reelection of directors in terms of the company's memorandum of incorporation, the Board members to be reelected are Ms. Gosseff, Paul Volloy and Helen Wiseman, all being eligible at the time of posting the notice have offered themselves for reelection. The Board has reviewed its composition has recommended the reelection of the aforementioned directors who have offered themselves for reelection. It is
a view of the Board that
the reelection of the nominees referred to above will enable the group to maintain a mix of business skills and experience relevant to the group and balance the requirements of diversity, continuity and succession as well as to comply with corporate governance requirements in respect of matters such as the balance of executive and independent non executive directors on the Board. The Board has considered the proposal of the nomination committee and recommends a reelection of Cossack, Lloyd and Wazim by way of separate resolutions. Brief irregular vite with respect to the above mentioned directors are set up on Pages 1881 of the 2020 Annual Integrated Report. Our proposed ordinary resolutions number 2.1 to 2.3 that Mrs. Kosseff, Beloy and Weismann being here have directed as independent direct non executive directors of the company as set out in the notice of convening this meeting.
Ordinary Resolution number 3, our proposed ordinary resolutions number 31 to 34 that Mr. Abdul Samit, Paul Beloyed, Nigel Payne and Helen Wiseman as elected as members of the Order and Risk Committee as set out in the notice convening this meeting. The election of Mr. Beloit and Weismann and Mrs. Weismann are subject to their reelection as directors.
Ordering Resolution Number 4. In accordance with recommendations of King 4, the company gives Shell's right to address their views on the remuneration policy by casting a non binding advisory vote on Bibcorp's remuneration policy and implementation of the policy as set out in the notice convening this meeting. Voting by way of a non binding vote on this resolution will be done in 2 sections as follows. Enforcement of the remuneration policy, our proposed ordinary resolution 41badopt to adopt the Bitcorp remuneration policy. 42, implementation of remuneration policy, I propose ordinary resolution 42 to implement the Bit Corp remuneration policy.
Ordinary resolution number 5, I propose ordinary resolution number 5 to grant authority for 16 1,750,000 of the unissued shares of the company to be placed on the Controller Directors as set up in the notice of convenience meeting. Ordinary Resolution 6, I propose Ordinary Resolution Number 6 to grant authority to directors to issue up to CHF 16,750,000 for cash as set out in the notice convenience meeting. Ordinary Resolution Number 7, I propose Ordinary Resolution Number 7, granting directors authority to pay dividend by way of pro rata reduction of state capital as set out in the notice to convene this meeting. Ordinary Resolution number 8, I propose Ordinary Resolution number 8, granting directors authority to create and issue convertible debentures as set out in the notice to this meeting. Ordinary Resolution No.
9, our proposed Ordinary Resolution No. 9, authorizing directors of the company to sign documentation to implement the various resolutions as set out in the notice convening this meeting. Order Resolution Number 10 Special Resolution Number 1, sorry. I now propose Special Resolution Number 1 authorizing the repurchase of securities as set out in the note this morning's meeting. Special Resolution 2, I now propose Special Resolution 2 regarding approval of the 202021 annual fees payable to the non executive directors and the services directors and members of various committees as well as travel fees which will be voted on separately as set out in the notice of convening this meeting.
Special Resolution number 3, I now propose Special Resolution number 3, authorizing the order directors to provide financial assistance to related or interrelated companies as per Sections 4445 of the companies as set up in the notice of convening the meeting. Ladies and gentlemen, we will now respond to all questions from the special and ordinary resolutions contained in the notice. Questions will be answered by a member of the Board who may be best suited to answering the questions.
Chairman, we have a raised hand. Please go ahead for your hold.
I've raised a number of concerns in my opening remarks. Just like a response, please, on those remarks in terms of the stance, Witkoff going forward and for adjusting these long term incentives, which we feel is incorrect and it goes against the policies and philosophies which are set out in Witkoff's remuneration policy. I'm happy to go through the points again if need be.
I think you made your point earlier. You don't have to make the point again. We understand your point. And I'm going to hand you over to Nigel Joppain, the Chairman of the Remuneration Committee to respond to your
point. Nigel? Yes. Thank you, Chairman. We take so firstly, the Bittcorp remuneration committee has spent an enormous amount of time considering how to address remuneration and the impact of COVID, which in the case of BID Corp started with the requirement to close our operation in Wuhan in China in January and then rippled through Asia, our operations various operations elsewhere in China, in Singapore, in Hong Kong, other Asian countries, southwards to Australia and New Zealand, then a very significant impact in Europe and so it progressed.
During May this year, the remuneration committee applied our minds. The enormous uncertainty that was being faced in our industry, the hospitality industry, cruise ships, airlines, restaurants in almost all of the countries in which we operated in had already gone into some sort of lockdown restrictions, South Africa and then ultimately South America as well. We had an enormous amount of uncertainty and we asked our executives and in fact the Board also volunteered to take fee cuts by the directors and guaranteed salary cuts by our 2 senior executives. We also determined that we would not be paying any short term incentives in the current year and that our focus in fact needed to change from all of the metrics that we had previously applied and in a context of an enormous amount of uncertainty. What would the impact be on our suppliers and on our customers?
Also what would the impact be on our employees? Huge focus on the safety of our employees, huge focus on
food
quality and food safety in that context. And then also on protect the company, make sure that bid best comes through this in the best position we possibly could. We took significant advice from our independent remuneration advisors and it is set out in the remuneration report, namely Martin Hopkins from Bowmans. We applied our minds as to what are the best options under the circumstances and we can consider various options. We specifically wanted management to focus on 1st BIPCORP and ultimately our people and our business partners being our customers and our suppliers to navigate through this uncertainty, the depth and duration of which was unknown.
The options that we considered in relation to long term incentives were leave them as they were and focus on the other levers of remuneration, which we had already cut salaries and STI as I had indicated. We also took into account the enormous stress that our executives were working under in the context of COVID. So things that we considered were change the metric to non financial metrics which and BitBooks Renko was one of the first to have to consider what to do in this context given that COVID impacted us earlier than most other listed companies because of the global scale of our operations. So we considered should we change the metrics. We've been seeing a lot of other companies have done that and in fact that has been supported by their shareholders, we note that.
We also considered what we've also seen other companies have done is they issued a number of retention shares to executives with quite long vesting dates. Our concern in that regard was that the time we consider these issues global stock markets had cash, share prices were at a particular low and we didn't believe that it was appropriate to go and issue a bunch of retention shares at particularly low share prices. So we took the decision that we took namely to take a haircut off and we took it with significant reluctance, but our conclusion was it was the best option available to us at the time to keep our executives focused on the things that will ensure that Red Hawk not only survives but comes through the COVID uncertainty and challenges in the strongest possible position. So our conclusion was extend the vesting dates, apply a haircut of 30% to them, but turn them into retention shares as opposed to their performance based conditions. We are very pleased as has been reported in the various reports that the company has given to the market since I'm going to say since May or since the onset of COVID that Perkoa's resilience and agility is coming through.
The Renkoa has of course taken on board. We've had communication from a number of shareholders. Given that this AGM is electronic, we already see quite clearly the trend that of shareholder voting. The Remco decided very early on once we started getting feedback from shareholders and indeed once we saw what other remuneration committees and boards were doing, The REMCO decided that post the AGM, we will engage with all shareholders. We will take their comments and concerns on board.
One of the most significant being what do we do in the future. We never believed in the bid for remuneration committee that we would change the conditions of in flight LTI. But none of us have lived long enough to experience something as extreme and as uncertain in terms of impact and duration, impact particularly on our customer base of COVID. So and we have taken significant legal advice. I do note that the Benguela shareholders believe that there is illegality there.
We've taken legal advice, which is very different to the allegations of Panguela. So I guess you must pursue those however you believe is appropriate. But in terms of the remuneration committee, Chairman, and to all of our shareholders, and we've indicated it already to the shareholders who have communicated with us that post this AGM we will have a robust and open interaction with all shareholders as the remuneration committee and that will inform our actions going forward. Thank you, Chairman. I hope I've addressed the issue in sufficient granularity and with sufficient clarity.
Nigel, back to the response. Yes, just to reiterate, again, the thinking that we have is that we don't we fail to understand how executives are going to be rewarded or made whole again while after shareholders. At the bare the full brunt of the impact of COVID in terms of the valuation that we're seeing, not just at Bittcorp but across the market. And even more sadly in this case that we know that Bittcorp has actually let go stop and there's been stockpiles across different regions at Bittcorp. We feel that this is generally morally wrong.
And that's at the heart of what we're trying to what we're really trying to communicate here that changing and adjusting these performance measures does have moral implications in terms of management being made whole as shareholders as well as employees are faced with the full burden of the COVID-nineteen crisis. And again, I think just want to rehighlight that we have actually submitted a letter to BitCorp about 2 weeks ago. And we are happy to share that with other shareholders to highlight our concerns that we raised in that letter. And we would appreciate a written response to those comments that we made there, which was quite detailed in terms of our analysis. But yes, I mean, thanks for the response and I'm going to leave it at that point.
Well, Chairman, if you'll permit me please and thanks again for the comment just to say, yes, I have responded to you indicating that and you acknowledge my response. Thanks for that indicating the REMCO will engage with all shareholders. And just you made a point and Chairman, I just have to comment on this that the remuneration committee is not independent on this matter. As you set out in the remuneration report, the non executive directors, I'm going to use the correct term, the independent non executive directors voluntarily took a pay cut, although my best estimate is and the time commitment that we have put in has increased 3 to 5 fold. But notwithstanding in that context, we volunteered for a cut in our own remuneration.
And I'm just going to assert the remuneration committee is applying its mind as robustly as possible, is totally independent. Management are not members of the remuneration committee and we take independent advice. So Chairman, in conclusion, we will engage with all shareholders on this matter post the AGM. Thanks very much.
Thank you very much, Nigel. Thanks for that feedback I mean that input. And thank you to the shareholder for raising an issue of concern. I think we're going to move forward now. And I think that our obligation is to address to engage the shareholders, which we will do.
And as in the course of the next one. So I think we're now ready. I just want you to remind shareholders who have not voted yet to please click on the voting link and pass your voice now. If you're registered to vote, but have not received your voting link via e mail, please inform the moderator. Mr.
Francois, are there any checkers who still who should still exercise their votes?
Chair, we're simply waiting on Ms. Gove. If Ms. Gove could please vote, then we have all the votes in.
So do you have all the votes in?
I'm not sure we're just waiting on 1 shareholder, Ms. Gabb, who is present in the meeting. So if we could just pause for a short period to let Ms. Gabb vote.
Okay.
Ms. Gabb, if you're experiencing any difficulties with the voting, please could you let us know? Otherwise, we will need to proceed with the meeting. Thank you, Mr. Capp.
We've received your vote. Chairman, all the votes are in.
Can you just flag the results? Right. All resolutions were passed except the 2 resolutions relating to remuneration. I think ladies and gentlemen as all the business in the agenda has been dealt with, I now formally close the proceedings of the meeting. And I'd like to take the opportunity of thanking all of you for your participation.
Thank you very much.
Thank you, Chairman.