Good morning, ladies and gentlemen. Welcome to the 28th Annual General Meeting of FirstRand Limited. Kindly note that the proceedings of this meeting are being broadcast via live web. The formal proceedings for this meeting are outlined in the agenda, which I'll project for your information. We have 18 resolutions to be voted on by shareholders at the meeting, namely 12 ordinary resolutions, 11 requiring 50% support, and one requires 75% support, then two non-binding advisory votes on the company's remuneration policy and remuneration implementation report, then also four special resolutions requiring 75% support. Let me move to the formal proceedings of the AGM. Firstly, with myself, physically in attendance is the Group Company Secretary, Ms. Carnita Low, and the following board committee chairpersons and members: Chairperson of the Audit Committee, Mr. Grant Gelink, he is online, he's not in the room.
Chairperson of the Risk, Capital Management and Compliance Committee, Ms. Zelda Roscherr. Chairperson of the Remuneration Committee, Mr. Louis von Zeuner. Chairperson of the Social, Ethics and Transformation Committee, Ms. Shireen, and Chairperson of the Directors Affairs and Governance Committee, Dr. Sibisi. We also have other non-executives in the room: Ms. Tamara Isaacs, Mr. Thomas Winterboer, and Mr. Paballo Makosholo. We also have present our Executive Directors, Ms. Mary Vilakazi, our Chief Executive Officer, and Mr. Markos Davias, our Chief Financial Officer. Our audit partners, Mr. Keith Ackerman from PwC and Mr. Ernest van Rooyen from Ernst & Young, are available to respond to questions from shareholders that may arise from the audit of the annual financial statements or the Integrated Report suite of documents. Our internal and external legal advisors and various senior executives are also present, either in person or online, to respond to questions if needed.
I would like to acknowledge our meeting facilitators, being the Compliance Chair, that will be hosting our AGM. We shall now proceed to the business of the meeting. Firstly, the notice and the constitution of the meeting. Proper notice convening the meeting has been given to shareholders in terms of the Companies Act and the Memorandum of Incorporation. The notice of the AGM was published on our website and mailed to those shareholders who have so elected. I will take the notice as read. It is the intention that voting at this meeting shall be by poll in terms of the company. Such poll voting shall be conducted electronically through the electronic online facility provided. Shareholders entitled to vote at the AGM would have already been completed the mandatory registration process with Computershare and have been successfully authenticated.
As there are more than 30 members present in person and persons entitled to exercise more than 25% of the voting rights exercisable on the proposed resolutions are present, I confirm that we have a quorum present. I therefore declare this meeting properly constituted. AGM of the shareholders of the company. The scrutineers will facilitate the electronic voting. The voting on the electronic online facility has been opened, and voting can be performed at any time during the meeting until the close of voting on all the resolutions. Accordingly, shareholders will be able to vote on any resolution and do not have to wait for a resolution to be taken. Order of questions from shareholders: Shareholders or their appointed proxies attending this meeting are eligible to ask questions in the following order. Firstly, from the floor, then from the teleconference, and then via the platform.
Questions may be posed from commencement of the meeting until the poll is closed. Ms. Mararo will read out the questions on the shareholder platform and I shall either respond or direct the question to the most appropriate person. Questions will be invited on each resolution as it's tabled. Additional questions will also be invited again after the final resolutions on the agenda have been tabled and the voting closed. I just want to repeat that what we'd like to see is questions being asked on the specific resolution, and at the end of the meeting, we will open for more questions under general. So everybody will have an opportunity to ask questions, but please let's stick to the questions relevant to the resolution as we go through the agenda. Ms. Low will now advise you on the voting procedures and how to cast your vote on the electronic platform.
Thank you, Mr. Chairman. If you have registered as a shareholder, you will see a vote icon at the top of the screen. To vote, click on the vote icon after which the resolution will appear on the screen. You can select your voting direction from the options on the screen, and once your vote has been cast, a green tick will appear. A confirmation message will also appear to indicate that your vote has been received. You are able to change your vote if you need to at any time before the voting closes by clicking on the change your vote icon or link and selecting another voting direction. If you want to cancel your vote, please use this functionality provided and resubmit your vote. Additionally, instructions on how to vote have also been included on the meeting guide available on the FirstRand Integrated Reporting Hub.
These are available for ease of reference at any time during the meeting. As mentioned, voting can take place at any time during the meeting once the voting has opened on any resolution, and once the chairman has indicated that the voting has closed, your last selection will be submitted. Voting procedure is the same for individuals both online and in the room. Thank you, Mr. Chairman.
Thanks, Ms. Low. I will proceed with the matters as contained within notice of the AGM. Firstly, number four, presentation of the audited financial statements. As required in terms of the Companies Act, the audited financial statements of the company for the year ended 30 June 2024, as approved by the board of the company, includes the reports of the internal auditors, the director's report, and the group audit committee are presented to shareholders. These were distributed and published to shareholders and are available on the company's website. Are there any questions on the presentation of the audited financial statements? The chairman of the audit committee, Mr. Grant Gelink, and the external auditors are available for any questions in this regard. Are there any questions from the floor? I don't see any. Any questions from the teleconference?
There are no questions from the teleconference.
Any questions from the shareholder platform?
Actually, no questions on the shareholder platform.
No questions. Right. Thank you. Thank you very much. Then, presentation of the Social Ethics and Transformation Committee Report. The FirstRand Social Ethics and Transformation Committee Report is contained in the 2024 FirstRand Corporate Governance Report on the integrated report hub and reflects matters within the committee's mandate. The report is presented to shareholders. Are there any questions on the Social Ethics and Transformation Committee Report? The chairperson of the SECOM, Ms. Shireen, is available for any questions in this regard. Let me first go to the room. Any questions from the room? There's one at the back there. Do you mind just stating your name so we can know where you're from? There's a mic at the back.
Good morning, Chair. My name is Ayabulela Quaka. I'm from Just Share, and two of my colleagues are also attending the AGM virtually. So my question is on the employment equity targets. In 2024, in your 2024 transformation and employment equity report, FirstRand states that until the promulgation of the amended Employment Equity Act, FirstRand continues to track its annual targets. Given that your current employment equity targets are more ambitious than the proposed financial sector baselines, can you provide clarity on whether the group will lower its targets to align with these baselines or maintain the current ambition targets to continue driving meaningful transformation at management levels?
Shireen, you want to respond?
I'm happy to. Thank you, Chair, and thank you, sir. Thank you for your question. I think if you look at the employment equity targets that we currently have in place, we take those extremely seriously, and as you will see, and if you've had a look at our transformation report, we're actually meeting all of those except for one, but until the sector targets are finally promulgated, we will have to see what those finally come out as, but in all sincerity, we as an organization and as a board can't see that we will go back on those, but to make a final decision, we obviously will need to see what those come out as and then make a final decision.
So that is why you will see from our current Employment Equity Board, we are actually tracking our employment equity targets as we set them as, but we haven't, even though there are some drafts that are out, we haven't put those into our report. We're currently tracking as we are standing, and we as management will have a look at that, and then we as a board will finally take a look at that as those are finalized as well.
You. Comfortable?
Yes, they are.
Thank you. We then move to resolutions for consideration and adoption. We will proceed with the tabling of each resolution. The full wording of the resolution has been made available to shareholders and will not be repeated. Instead, a reference will be made only to the item for approval. Please note that more than 50% of the voting rights exercised on each ordinary resolution that followed is required for each resolution to be adopted.
Sorry, Mr. Chairman, apologies. You skipped online, and there is a question online on the social and ethics report.
My apologies. Can we get the question from the shareholder platform?
So the question is from Ms. Lulama Mkhubo. It says, "Financed emissions pricing and net zero commitment. FirstRand has committed to achieving net zero financed emissions by 2050. Given the new attribute of financed emissions, what specific steps is the group taking to establish a robust and transparent pricing mechanism for financed emissions and reducing the challenge of measuring and accounting for Scope 3 emissions?
Sir. The mic's coming further from the.
Thank you for the question. We are indeed considering that closely and have taken a number of steps. They are set out in quite a bit of detail in our Climate Change Strategies Report, but it's worthwhile calling out four particulars. One is we ensure that we are aware of the technical requirements by being a member of the PCAF committee that sets the standards in terms of financed emissions measurement. So we've got a front-row seat in terms of understanding what is actually required. Secondly, we are engaging with our clients and, where possible, contract with them to do physical scientific measurements of actual emissions so we can get better information on that. And then thirdly, what we have done is we've developed the ability to show our balance sheet with its climate attributes.
In fact, there's a copy of that in our Climate Strategies Report, and that allows us to show the different emission intensity of our various assets, and what we have done through the group treasury function is to develop a pricing methodology that takes account of those emissions intensities as well as supply and demand of funding in the market linked to that, and to see that over time we evolve the way that we do fund transfer pricing to capture that particular attribute, so it is something which is well underway and something that we will refine also going forward. Thank you.
Thank you, Gert. Is the question satisfactorily answered? I'm not getting a further question. So let's go to the ordinary resolution then. Apologies for.
What was that? The teleconference?
Was there something on the teleconference?
No, we read it out.
Gavin.
There are no questions on the teleconference.
Thanks, Gavin.
Thank you. So ordinary resolutions, re-election of directors. Two directors, namely Mr. Louis von Zeuner and Dr. Sibisi, retired by rotation in terms of the MOI and offer themselves for re-election. Their CVs have been included in the notice of the AGM, and their re-election will be conducted on an individual basis. The board has considered the proposal of the DAG and recommends that they be re-elected as independent non-executive directors. So firstly, ordinary resolution number 1.1 to re-elect Mr. Louis von Zeuner as an independent non-executive director, and ordinary resolution 1.2 to re-elect Dr. Sibisi as an independent non-executive director. Are there any questions on ordinary resolution 1.1 and 1.2? Firstly, from the room? Doesn't look like it. Teleconference?
There are no questions.
Thank you and then from the shareholder platform?
Chair, there is one general question. It's from Mr. Anthony Walker. There are two questions. The first one is, we understand that the MOI is being considered for amendment with the Companies Act and that in this process, the MOI will be amended to ensure that the chairman is put up for election as an NED, which is currently excluded. This would be in line with good governance practices. Please can you confirm?
Mr.
Mr. Walker, thank you for your question, and we've had a number of very, very meaningful engagements with shareholders on this topic. We have taken heed of our shareholder raised concerns on this, and we indicated that as soon as the listing requirements have adjusted in terms of their simplification project, we will absolutely consider the provisions thereof and comply if required. It has been provided in the draft, but we've not received the final versions of the JSE's listings requirements. Additionally, the MOI will require an overhaul in some of a number of sections in terms of the Companies Act that requires review, so I can confirm that FirstRand agrees and supports that it is a good governance principle, and absolutely the board will take that into account and will include at the relevant time if required by the JSE as well as by intention.
I'm not sure if that answers your question. If you have a follow-up question?
Chair, there's a second question. It's a follow-up in the same response would apply. Please confirm the chair will be up for election at the next AGM given he is an NED regardless of the amendment of the MOI. This would align with best practice.
It would be very difficult to do something that is contrary to our MOI. I'm not sure that that is good governance. So we would have to do the amendment to the MOI to allow for that because the MOI, which was amended in 2015, approved by the JSE, the regulator, and shareholders, cannot be ignored. So we would have to follow the Companies Act procedure in this regard and amend the MOI first.
Okay. Is that one been dealt with? Right. Next, vacancy filled by director, ordinary resolution 1.3 to elect Mr. Paballo Makosholo as an independent non-executive director to fill a board vacancy in accordance with the provisions of the MOI. Mr. Makosholo's CV has been included in the notice of the AGM. Mr. Makosholo was appointed by the board upon recommendation of the DAG committee, and the board recommends that Mr. Makosholo be elected by shareholders. I put before the meeting that Mr. Makosholo be elected as an independent non-executive director. Are there any questions on this ordinary resolution 1.3? Firstly, in the room? Doesn't look like it. Then, teleconference?
There are no questions.
Then, the shareholder platform?
Chair, no questions from the platform relating directly to those two resolutions.
Thank you. Please then cast your vote. Appointment and reappointment of joint external auditors. Ordinary resolution 2.1 to 2.3 relates to the appointment of KPMG and the reappointment of PricewaterhouseCoopers and Ernst & Young as joint auditors for the ensuing year. It is accordingly proposed that the appointment and reappointment be made on a joint basis. However, if either resolution 2.1, 2.2, or 2.3 is not passed, the resolutions passed be still effective. So then, ordinary resolution 2.1 that KPMG be appointed as auditors is put to the meeting. Ordinary resolution 2.2 that PricewaterhouseCoopers Incorporated be reappointed as auditors of the company is put to the meeting. Ordinary resolution 2.3 that Ernst & Young be reappointed as auditors of the company is put to the meeting. Are there any questions on ordinary resolution 2.1 to 2.3? Firstly, from the room? Doesn't look like it. Then, from teleconference?
There are no questions.
And then, the shareholder platform.
Chair, no questions from the platform.
Thank you. So if not, please cast your vote. Thank you. Election and reelection of audit committee members by way of separate resolutions. Ordinary resolution number three relates to reelection of the audit committee members by way of a separate resolution. The audit committee and board has elected to propose the reelection of the group audit committee members to the shareholders of the company. The audit committee and board has reviewed the composition of the group audit committee and that the members have the necessary skills, knowledge, and experience to enable the committee to perform its duties in terms of the relevant statutes. The résumés of all audit committee members are included in the AGM notice. It is the intention that the election of the audit committee members be conducted on an individual basis. So let me go to ordinary resolution 3.1 first to elect Ms.
Zelda Roscherr as a member of the Audit Committee. Ordinary Resolution 3.2 to elect Tamara Isaacs as a member of the Audit Committee. Ordinary Resolution 3.3 to elect Mr. Louis von Zeuner as a member to the Audit Committee, and Ordinary Resolution 3.4 to reelect Mr. Tom Winterboer as a member of the Audit Committee. Are there any questions on the Ordinary Resolutions 3.1 to 3.4? In the room first? Doesn't look like there's any. Then, teleconference?
There are no questions.
Shareholder platform?
No questions, Chair.
Thank you. So please cast your vote. Thank you. Next one, general authority to issue authorized but unissued ordinary shares for cash. Ordinary resolution number four is the general authority to issue authorized but unissued ordinary shares for cash. The percentage of voting rights required for this ordinary resolution number four to be adopted is at least 75% of the voting rights exercised on the resolution. The directors are authorized to issue all or any of the authorized but unissued ordinary shares in the capital of the company for cash, provided that the aggregate number of shares to be allotted and issued is limited to 1.5% of the number of shares in issue. The motion for the general authority is put to the meeting. Any questions on ordinary resolution four? Firstly, from the floor? If not, teleconference?
There are no questions.
And then, the shareholder platform?
Chair, no questions from the platform.
Chair, if I may interject, sorry. There was a question that was raised about director elections, which I've seen on the screen. It relates to general board expertise. I would ask the shareholder whether it would be in order that we dealt with this under the general section because it doesn't relate to the specific directors who were put up for reelection, but it will be addressed at a later point. I apologize.
Thank you. Thank you, Ms. Low. I think it's important that we then deal with that under the general section of the meeting. Right. So then we then go to signing authority to authorize directors and/or Group Company Secretary. Ordinary Resolution five pertains to the signing authority. It proposed that each director and/or Group Company Secretary of the company be and hereby authorized to do all such things and sign all such documents as may be necessary for or incidental to the implementation of resolutions passed at the AGM of the company and set out in this notice. The motion for the signing authority is put to the meeting. Are there any questions from the floor? If not, from the teleconference?
There are no questions.
Then, from the shareholder platform?
Chair, no questions from the platform.
Please cast your vote. Thank you. Advisory endorsement, policy and implementation report. Advisory endorsement 6.1 proposes the endorsement by way of a non-binding advisory vote of the company's remuneration policy, excluding the remuneration of the non-executive directors and the members of board committees for services as directors and members of the committees. Advisory resolution 6.2 proposes the endorsement by way of a non-binding advisory vote of the company's remuneration implementation report. Are there any questions on the advisory endorsements 6.1 and 6.2? Firstly, in the room?
Chair, I actually have two questions in this regard. The first one is on the internal minimum wage, and the second one is on the horizontal pay. So the one on internal minimum wage, we actually, Hitesh Kalan, would like to first commend FirstRand for its disclosure of your annual minimum pay for your banking roles and your non-banking roles. Last year, we were in this platform because you only had one amount. Last year, we were in this platform to ask the company for the disclosure of actually both the banking and non-banking roles. So actually, very happy to see those two disclosures. But when it comes to annual minimum pay, could the chair confirm whether all workers at FirstRand are insourced? If not, what proportion of workers are outsourced, and how does the company ensure that outsourced workers receive fair pay and benefits?
That's one of the internal minimum wage and the horizontal pay gaps. In your remuneration reports, it is stated that regular reports on the management and horizontal pay gaps are provided to both Remco and Social, Ethics and Transformation Committee. Could the chair clarify what are the current horizontal pay gaps at FirstRand? Additionally, will the company commit to disclosing these figures in the next set of annual reporting as some of your industry peers have?
Louis?
Chair, thanks. I think firstly, if I can comment on outsourcing, I think we pride ourselves, and that's why we are extremely sensitive to the remuneration of banking roles and non-banking roles, and we think it's important that we have that approach to the non-banking role because that is typically functions that elsewhere will get outsourced, and we would like to provide our employees with certainty in that regard. What I cannot at this stage give you information on is a percentage of outsourced, and Chair, I'm quite happy that we will revert on that because on outsourcing, I mean, there's IT contractors that will form part of outsourcing, and I don't think that's necessarily what is to your question, so that detailed information, we will obtain, and we will provide to you.
And I think that spirit was exactly applied when we dealt with what we undertook in the previous year. So that's work in progress for us. Chair, on the horizontal as well as vertical pay gaps, we took a deliberate decision to work for promulgation of the act. And you will recall we did mention in the previous year that we raise at necessary forums that there must be clarity on reporting so that if investors.
My main concern, you always used to trumpet your owner-managed culture. It was the first thing on your integrated annual report. I mean, the group was basically formed by founders who instilled the owner-managed culture. I've had numerous engagements with a variety of FirstRand people, and they all agree with me that high ownership leads to high performance, this, that, and the next thing. Everyone agrees. I mean, we've had these in the AGM, but nothing happens. I mean, if you just compare your shareholding levels, today, for instance, Capitec, the Capitec CEO owns 103 times his total guaranteed pay in shares. 103 times. You guys have got such derisory targets. I mean, I see here your CEO for Aldermore one times his salary, and your actual three times, it's a joke.
I've seen through J.P. Morgan Chase, one of the big banks in the world, their minimum shareholding target is 50 times. And then they're allowed to pledge or hedge the shares, and they've actually got to build on that because any award, even if they had 50 times, they've got to retain awards 50% thereafter. So Jamie commented 80 times. So that's very disturbing. And then the further thing is, can you tell me what gives you a competitive advantage in the U.K.? We've now got shocks emanating from there. The U.K. is hardly an attractive market. It's heavily competitive. I mean, they're being taxed to death. There's a growth problem. Surely, as you're losing relative performance to your local peers, you should put all hands on deck in the local market. So those are my concerns. Thank you.
Thank you, Chris. Let me respond. I think you've raised three topics. The first one is relative performance. I think it's well aware that there is a current motor commission thing in the U.K., and it has created a bit of a pressure on the share price. So it's not about the operational performance of the business. I think that's just the first comment I'd like to make. The second on shareholding. We have heard you. The remuneration committee have heard you. We are going to, as part of this cycle of remuneration policy, we are going to relook at a level of not minimum shareholding, but a level of retention of vesting because that way you then build up a sizable shareholding in the company. So we definitely did listen to you.
We just thought it more appropriate to implement that in the next round of the Remuneration Committee process. So we haven't ignored you, Chris. We've listened to it, and we're going to debate it and discuss it properly at the next remuneration cycle. What was the third?
UK.
U.K. Okay. So, Chris, let me just, and again, I wouldn't like to discuss the detailed strategic issues in this forum at the AGM. You can take it as a given that the management team will reassess existing capital allocation. Take it as a given. They will reassess capital allocation, and they will bring that to the board as and when they believe they need to bring it to the board for discussion and interrogation. I mean, one of the key things this organization has always been exceptionally good at is capital allocation. So the management team have got this on their agenda. And I'm not saying what the outcome will be. I'm just saying, for sure, it's on the agenda of the management team. Thank you.
Can I just respond, please?
Sure.
AGM is the one opportunity we have to really engage. I'm not heartened by your responses. First of all, you've been underperforming Capitec forever. You've been underperforming Nedbank and Standard Bank, not just since this UK problem. It seems like a general malaise. You're resting on your laurels. That's the feeling I get. Sorry, I can just finish. The thing about a good company, when there's something to be done, they move. They move with momentum. Go read Elon Musk. There's just tremendous movement and action. I've been going on about the shareholding thing, I think, since 2021. Your previous CEO, he's on the radio talking how important it is. We had a one-on-one. I mean, so it's inexplicable that you guys are so slow, and at the same time, your competitor like Capitec keeps just outperforming you.
Chris, can I suggest that we arrange an engagement with yourself and the senior leadership?
No, I don't want an engagement because I've had so many engagements with you guys, and it's a waste of time. I'm not engaging publicly. Why do I want to engage? You guys get paid a fortune. I've got to take time out of my day, and you agree with everything I say privately, but nothing happens.
No, I think, Chris, that would be unfair. Can I suggest we close it here? Because I'm not.
It's not unfair. That is the case. I have.
Chris, can I suggest if you are welcome to engage with the management team, and you are welcome to engage with me as Chair if you want to discuss a lot of these topics in more detail. But I think that I'm going to have to close this discussion now and we hear you. We hear you but I have to close it now. Thank you. Is there anything on the whip?
Chair, there is on the platform. There's one comment. I'll read the comment out first, and then there's one question. The comment is from Asief Mohamed from management. He says, "The chairperson of the remuneration again this year undertakes to consider disclosure of pay ratios and gender pay gaps. Seems like another sidestepping response." And then there's a question from Ms. Lulama Mkhubo, remuneration policy. Despite the financial impact of the FCA investigation, the STI pool increased by 7%, and new LTI were granted to executives. Can the remuneration committee explain how these remuneration decisions are justified in the context of the company's performance and how they align with shareholder interest, especially considering the impact of the UK matter? Thank you, Chair.
Chairman, let me respond to the first issue of sidestepping. We comply with everything we need to comply with in terms of our reporting. And if we say we will consider it, we consider the input so that when the act gets promulgated, we will again comply. So there's no issue on non-compliance. So I don't think there's any sidestepping in that regard. Chair, I mean, as for the issue of the UK commission, I think it's quite important, and we have had a roadshow in that regard, that what we're dealing with here is an accounting provision. I think it's important also to say that we still, to today, maintain that we haven't broken any laws. And then thirdly, Chair, despite the raising of a provision, we actually, in terms of general performance, we met the requirements for ROE and growth.
However, we have said that in our philosophy that there's always alignment between shareholders and management. We did apply a measure, as reported, of impacting a position of our senior leaders, executive directors, and members of Stratco. And we have made it very clear that we took that position with the information that we have at disposal now. If anything transpires into the future, we will again revisit this. But I want to again just confirm it is because the performance targets being met and the bulk of this organization, Chair, had no impact and influence on anything that happened in this historical event. And that is why the REM and the board took that decision. But Chair, you might want to add because you've been intimately involved as well.
Yeah. I think let's just make it very clear. The performance of the group, and let's now talk about performance of the group 30 June 2024. The performance of the group, including this provision we made, still met the criteria for the bonus pool to increase to the level that you've seen in the remuneration report, and it also resulted in the vesting, as you've seen in the remuneration report. So it's not that this thing was not taken into account. Obviously, we at the time said, "When new facts come out, we will have to deal with that in the next cycle of remuneration." But I mean, those things were not ignored. They were included in the calculation when we determined short-term incentive increases and long-term incentive vesting. So those were all taken into account. They were definitely not ignored.
We will have to take a decision again if we get new facts on this matter in this new financial year.
Mr. Chairman, there's another question on the web. Chair, there's one more comment from Asief Mohamed. He says, "We support the sentiments expressed by Chris Logan.
Noted. Right. Can we then move on to the special resolutions? Special resolutions that follow require at least 75% of the voting rights exercised on each special resolution to be adopted. General authority to repurchase ordinary shares, special resolution number one, is for the general authority to repurchase ordinary shares. The resolution is proposed to enable the company or its subsidiaries in terms of the general authority to acquire the company-issued shares from time to time. The motion is put to the meeting. Any questions on special resolution number one? Firstly, from the floor? If not, teleconference?
There are no questions on the teleconference.
Shall the platform?
No, from the platform, Chair.
Thank you. Please cast your vote. Financial assistance to directors and prescribed officers as employee share scheme beneficiaries, Special Resolution Number 2.1. Pertains to the financial assistance to directors and prescribed officers as employee share scheme beneficiaries. The directors may, when applicable, authorize the company to provide direct or indirect financial assistance to, inter alia, any director or prescribed officer of the company or related or interrelated company in order to facilitate the participation of such director or prescribed officer in an employee share incentive scheme. The motion is put to the meeting. Any questions on that one from the room? Not from the teleconference?
No questions, Chair, from the platform.
Also from the platform. Thank you.
No questions from the teleconference.
We're then on remuneration of non-executive directors. Special resolution number three relates to the remuneration of non-executive directors for the period 1 December 2024 to 30 November 2025. Proposed increase represents a 5% increase for each committee following a 5.5% increase in the prior year. The motion is put to the meeting. Any questions on resolution number three? Room? Not teleconference?
No questions on the teleconference.
Shall the platform?
No questions from the platform, Chair.
Thank you.
Mr. Chairman, sorry, special resolution 2.2, financial assistance to related and interrelated parties.
Special resolution number 2.2, financial assistance to related and interrelated entities. Special resolution number 2.2 pertains to financial assistance to related and interrelated entities. The directors may, when applicable, authorize the company to provide direct or indirect financial assistance to any related or interrelated company or corporation. The motion is put to the meeting. Are there any questions on 2.1 or 2.2? From the floor? Teleconference?
There are no questions on the teleconference.
Shall the platform?
No questions from the platform, Chair.
Right. All ordinary resolutions, the advisory endorsement, and all special resolutions have been duly tackled at this AGM, therefore concludes the matters upon which the shareholders are required to vote. Accordingly, the voting is now closed, and the results will be tallied and displayed shortly. As I said in the beginning, if there are any specific questions that didn't relate to any of the resolutions that were put to the shareholders where people have questions, please raise them now. And I will go firstly from the room. Are there any specific questions that weren't dealt with through the process? Teleconference? Are there any additional questions?
No questions on the teleconference.
And then, obviously, the shell of the platform where there were a lot of questions posted.
So, Chair, there's a few questions. So the first one is by Anthony Walker. It's a comment in response to Carnita's response. Thank you. We take comfort that you agree putting all NEDs up for election is good practice and that you will seek best practice. Concede on point two. This might be problematic given the current MOI. Hence, urgent need to amend. We look forward to further engagement on this point. That's the note, Chair.
Thank you.
And then we have three questions. They're all from Ms. Lulama Mkhubo. The first two are on director elections and appointments. The one on director elections, it says, "Board diversity and climate oversight. We commend the board for exceeding its gender and racial diversity targets as we have raised this issue in previous AGMs. However, is FirstRand ensuring that the board and its subcommittees, particularly those overseeing climate risk, possess the necessary expertise to address complex ESG challenges such as those posed by climate change and decarbonization strategies?
Yeah. I think that we recently added to the board and to the SETCOM, Shireen, who's a specialist on the matter. We've also added Zelda, who's from the RCCC, that's also a knowledgeable individual on the matter, and also Dr. Sibisi were added to that SETCOM process to make sure that we have a robust discussion on many of these topics that you have raised.
The second question, it's on director appointments. It says, "Board expertise in navigating emerging risk. The banking sector faces increasing risk relating to geopolitical tensions, AI deployment, cyber threats, and climate change. What steps is the board taking to ensure it possesses the necessary board expertise to effectively oversee these complex and evolving risks? And are there plans to incorporate additional training or bring in new directors with specialized knowledge in these areas?
Right. So firstly, we have an ongoing review of the composition of the board and the skills within the board. So where we six monthly annually look at the gaps that we need to require to fill. And currently, there are two buckets that we think we need to add additional skills. So yes, it's quite a rigorous process. Six monthly annually, we look at the skills of the board, where do we think we've got gaps, and where do we think we need to add additional members to the board?
We also do a series of horizon scanning in the emerging risks that face the financial services in the country and outside the country. So we're now looking internationally at what the trends are that may be coming at us from a board perspective. And the gap analysis has been amended to include those and then engagement with our partners offshore as well as our management team in the risk that they are seeing to ensure that when we skill our board, we have a holistic look at what the business is facing in reality and how we can support and assist from a board perspective. So that's a six-monthly process which is conducted by the DAG, and it is ongoing.
We have identified some gaps like the chairman has indicated, which we are looking to address, and we are hopeful, as we always are, that we will get the right level of skill, support, experience, and diversity to fully complement our board in due course.
Chair, and then the last question from Ms. Mkhubo, and then there's two other questions from two other shareholders. Implications of the FCA investigation. The ZAR 3.3 billion impact incurred due to the FCA U.K. investigation highlights potential gaps in governance and compliance. How does the board plan to strengthen internal controls to prevent similar issues, and how will lessons from this incident influence FirstRand governance framework going forward?
Let me respond. Firstly, we've made it clear on numerous occasions. We do not believe that we've broken any law or any regulation. So I don't think there should be a read-through to gaps in governance compliance. That should not be the read-through. We've complied with all laws and regulations in that country. But do we always look at lessons learned? Of course. I mean, it's part of the management's processes. They will look at lessons learned and how to change or strengthen things from any event.
Chair, there's a comment from Asief Mohamed. On behalf of our clients, we congratulate Mrs. Mary Vilakazi, the CEO of FirstRand, for being awarded the prestigious ABSIP Greg Boyd Leadership Award at the awards event last night. The Greg Boyd Award is for Mrs. Vilakazi's contribution to the financial services sector and the country's transformation agenda, transcends their call of duty, and has made a tangible contribution to the country at large. This is from Asief Mohamed.
I'm not going to do that last one.
Chair, then the final comment from Anthony Walker. He says, "With respect, there is a three-bench appeal at the Supreme Court, our high court equivalent, that disagrees on the breaking of the law. Whilst it was common practice, it was a non-disclosure of a commission. It was a secret commission, and the commission could vary on the interest rate in some instances. All is required. Was very basic disclosure. It was undoubtedly extremely poor practice and disappointing.
Anthony, obviously, this is a legal matter that's subject to your custody. I think it would be irresponsible for me to comment on anything of the topics that you've raised or possible outcome of this legal process. The management team have got their hands on this thing, and the board gets regular feedback on how these issues are being dealt with. So I think it would be irresponsible for me to comment in detail on some of the statements that you've made in your questions. Thank you.
Yeah, there are no further comments or questions on the platform.
Chair, there are two questions on the teleconference.
Please, can you read them?
Your first question comes from the line of Emma Schuster from Just Share. Your line is open.
Chair, there are no further comments or questions.
Yes, good morning, Chair. Can you hear me?
Yes, we can.
Thank you. So my question, I've got two questions. The first question is a question for Dr. Sibisi. And the question is, Chair, Mr. Burger had a long career at FirstRand from 1986 to 2018 when he was appointed to the board as non-executive director without the recommended cooling-off period. As lead independent non-executive director, please could you explain to shareholders on what basis Mr. Burger was reclassified as independent in 2023 prior to his appointment as chair?
I need to deal with it.
That's my first question. And then the second question relates to the timing of the release of your annual report. And we'd just like to raise a concern regarding how late some of the key reports are published compared with your peers. We do fully appreciate that FirstRand prepares its own reports, and your reports are succinct and very useful. However, publishing them a few weeks before the AGM leaves little time for shareholders to engage with them thoroughly and no time at all to really engage with them in detail before the AGM. This has happened before, and so we request that you consider getting them out earlier in the future. Thank you. That's all from me.
May I respond with regard to the first question on the independence of the chairman?
The paragraph of the report that we request.
Can I continue? Can you hear me? On the 1st of July 2023, Mr. Burger met the requirement for independent non-executive director of the group in terms of both King IV and of 2018. And as he no longer fell foul of any of the criteria which would exclude independence. And in terms of paragraph 8.1.2.8 of King IV, Mr. Burger's tenure as an independent non-executive director commenced on 1 July 2023. So technically, this is indeed in keeping with the legislation. I understand that to be the essence of a question. Do clarify if I'm not sufficiently responding to the question. Furthermore, Burger is not a substantial shareholder per King IV.
In compliance with the requirement of King IV, the group's mechanisms for evaluating directors' independence, including declaration of interest and personal financial interest and board evaluation process, confirm that there are no relationships or circumstances which are likely to affect or could appear to affect Mr. Burger's independence or impact his ability to exercise unfettered discretion. We do fully believe that is indeed the case. I trust that answers your question in full. Are there any other questions on teleconference?
Your next question, caller line of Emma Schuster from Just Share. Your line is open.
Sorry.
Can I just take somebody in the room?
Good morning.
Apologies. Can I just take somebody in the room first, please?
Larry Gibson.
No, one of the founders. I have a very large amount of money invested in FirstRand. I'm sure you will appreciate. I think we are incredibly fortunate to have someone like Johan Burger, sorry, as chairman. He's an outstanding banker, one of a kind in my view, and he meets the technical specifications, and I think it's downright silly and stupid to question his credentials. The Reserve Bank, I think, are thrilled to have someone like Johan as chairman of this bank. It's a very big outfit and company, incredibly complex, and you need great skill to be the chairman, and Johan, I just want to say you've got my full support.
Thanks, Laurie. Appreciate it. There's another question on the teleconference?
Chair, nothing from my side, but I think there's one on the teleconference.
There are. Apologies, you can now repeat your question from the teleconference? Apologies.
There was a second question from Just Share on the teleconference.
There was a second question. Unless they've.
Sorry, Chair. We'll go back to the room while we try to reconnect to the teleconference.
No, no, no, Chair. I would just like to raise just a small concern. As we hear all shareholders, and we engage on different issues, and I think that when we hear on this platform, we should always engage each other in a very respectful manner, and to raise other questions or other matters of shareholders' issues that they're raising are downright stupid or silly, I don't think this platform is actually a very right platform to actually say such things. Because, like I say, as shareholders, we come with different interests and we're actually raising different points, and just a plea to you, Chair, to actually address or raise these issues so that we actually engage each other in a very respectful manner. Thank you.
If I used the word stupid, I apologize.
No, no, you did. You did.
Okay. Then I apologize.
That second question ready on the teleconference?
I am disconnected.
Disconnected. Okay. So are there any questions left on the platform? Share on the platform?
Nothing on the platform, Chair. All closed.
Okay. Then all questions have now been addressed. If there's no further business to attend in terms of the notice, convening this meeting according to the results will be displayed shortly. All resolutions have been passed with the requisite voting percentages as indicated on the screen. In closure, on behalf of the board, I would like to express my sincere gratitude to Mr. Grant Gelink, who has retired from the FirstRand board effectively today for his dedicated service as a director, including his knowledge and stewardship over his tenure on the FirstRand board. I now declare this meeting closed and thanks everybody for your attendance. Thank you.