Good morning, ladies and gentlemen. I am Thandi Orleyn, the Chairman of the Board of Directors of Impala Platinum Holdings Limited. It gives me great pleasure to welcome you to the 68th Annual General Meeting of the Shareholders of Impala Platinum Holdings Limited. I welcome the members of the board, management, the service providers, stakeholders, as well as all shareholders who are present at this meeting. We have people participating in this meeting in person at our registered head office in Illovo, Johannesburg, and some people are participating virtually, as has been the norm over the past four years. Thank you for taking the time to attend. The notice convening the AGM has been in your hands for the prescribed period. The notice contains full details of all resolutions to be considered at this meeting. I propose that the notice of the AGM be taken as read.
Are there any questions or objections to this procedure? Thank you very much. In terms of the Impala Platinum Holdings MOI, the quorum for a general meeting of shareholders is three members: personally present and entitled to vote, as well as sufficient shareholders present in person or by proxy who can, in aggregate, exercise at least 25% of the voting rights. This requirement has been met, and I declare the meeting to be properly constituted. Ladies and gentlemen, voting will proceed by way of e-voting using the electronic online facility provided. Shareholders attending in person will also submit their votes electronically using their own smart-enabled devices, that is, cell phones, tablets, or laptops. For participants in person and online, please note that voting can be performed at any time during the meeting until I officially close the voting on the resolutions towards the end of the meeting.
You will be able to submit your questions on any resolution throughout the duration of the meeting. All questions will be answered after I have tabled the last resolution on the agenda, and voting will be closed once the questions have been responded to. I understand that management has also been engaging some shareholders on key matters that are not necessarily the business of the AGM. We encourage regular and ongoing shareholder engagements for issues beyond what today's time has been allocated for. To the extent that any shareholder wishes to raise any matters after this meeting, please contact Johan Theron and the investor relations team. For efficient administration, is there any shareholder who, having read the notice once through in advance, second all the motions to be tabled to avoid unnecessary repetition? I pause.
Thank you, Chair. I, Sifiso Sibiya, a shareholder, in advance second all the motions tabled for this AGM.
Thank you, Sifiso. The motions are hereby seconded in advance. For purposes of the voting, I nominate a representative of the transfer secretaries present at this meeting and the company secretary to act as scrutineers. I will now pause for the transfer secretaries to explain or illustrate the voting procedure.
Thank you. Once successfully authenticated, the home screen will be displayed. There you'll see four icons: Broadcast, Vote, Q&A, and Documents, and you can use these to access the webcast, to vote, ask your questions, and view any meeting material in the Documents folder. The image that is highlighted in blue indicates the page that you have active. The webcast will appear and begin automatically once the meeting has started. There's the voting icon. Under there, resolutions will be put forward once voting is declared open by the chair. Once the voting has opened, the resolution and voting options will appear. To vote, simply select your voting direction from the options shown on the screen. You can vote for all resolutions at once or by each resolution. Your vote has been cast when the green tick appears, and to change your vote, select Change Your Vote.
To get to any Q&As, click on the Q&A icon. Only eligible shareholders or proxies attending the meeting remotely are eligible to ask questions. To do this, select that Q&A tab, type your question in the box at the bottom, and press Send. To access any documents pertaining to the meeting, click on the Documents icon. Thank you.
Very much. Are there any questions regarding the voting procedure?
Not yet, no.
Thank you, and if this is agreed, therefore, thank you very much. Now we go to the next item. In accordance with the Companies Act, I hereby present the annual financial statements of the company and the group for the year ended June 30, 2024, including the director's report, the report of the Audit and Risk Committee, and the external auditor's report. I also present the report of the Social Transformation and Remuneration Committee. These reports are presented to the shareholders for noting and not to be voted on. That committee manages the Social and Ethics Committee report in terms of the Act and the Remuneration Committee report. Are there any questions regarding the reports being presented?
No, Chair. Not related to that.
There being no questions, this therefore takes us to the next business, being Ordinary Resolution Number One. This relates to the reappointment of external auditors. I propose Ordinary Resolution Number One. Will you now please complete your voting in respect of Ordinary Resolution Number One? The second resolution is about the reelection and election of directors. This Ordinary Resolution comprises four resolutions to be voted on separately. The resolutions are as follows: 2.1, reelection of Mr. Ralph Havenstein as a director of the company; 2.2, reelection of Dr. Sydney Mufamadi as a director of the company; 2.3, reelection of Ms. Mpho Nkeli; and 2.4, reelection of Mr. Bernard Swanepoel. I propose Ordinary Resolutions Number 2.1 to 2.4. Please complete your voting in respect of Ordinary Resolutions 2.1 to 2.4. Resolution Number Three, it's the appointment of members of the Audit and Risk Committee.
This Ordinary Resolution comprises four resolutions to be voted on separately. The resolutions are as follows: One, the appointment of Ms. Dawn Earp; Two, Mr. Ralph Havenstein. Mr. Havenstein's appointment in this committee will be subject to him being reelected as a director in terms of the Ordinary Resolution 2.1 mentioned already; the appointment of Ms. Mametja Moshe, as well as the appointment of Mr. Preston Speckmann. I propose Ordinary Resolutions Number 3.1- 3.4. Will you please now complete your voting in respect of these resolutions? Thank you. Ordinary Resolution Number Four, which deals with the general authority to issue authorized but unissued shares for cash. I now propose Resolution Number Four. Will you now please complete your voting in respect of Ordinary Resolution Number Four? Ordinary Resolution Number Five. This relates to the director's authority to implement ordinary and special resolutions. I now propose Ordinary Resolution Number Five.
Will you please complete your voting in respect of this resolution? Ordinary Resolution Number Six, non-binding advisory, which comprises 6.1 and 6.2. 6.1 deals with the endorsement of the company's remuneration policy, and 6.2, the endorsement of the company's implementation report, remuneration implementation report. Both these resolutions for the 2024 financial year are available on the company's website. I now propose Ordinary Resolutions Number 6.1 and 6.2. Will you please complete your voting in respect of Ordinary Resolutions 6.1 and 6.2? Special Resolution Number One is the next one. This is approval of non-executive directors and committee members' remuneration. This resolution comprises of 14 separate resolutions. Shareholders are requested to cast their votes on each of the special resolutions from 1.1- 1.14 all at the same time. I propose Special Resolution Number One.
Kindly complete your voting in respect of Special Resolution Number One, which has numbers 1.1- 1.14. Then we come to Special Resolution Number Two, of company's shares by the company or its subsidiaries. I propose that the company and/or a subsidiary of the company be and is hereby authorized by way of a general authority, as permitted in terms of the company's Memorandum of Incorporation, to repurchase or purchase, as the case may be, ordinary shares issued by the company on such terms and conditions and in such amounts as the directors of the company may decide, but subject always to the provisions of Section 46 and 48 of the Companies Act, the JSE Limited listing requirements, and the company's MOI, and subject to the limitations and conditions set out in the notice. I now propose Special Resolution Number Two.
Will you now please complete your voting in respect of Special Resolution Number Two? This now concludes all the matters upon which we are required to vote. I will now allow any questions pursuant to the resolutions tabled at today's meeting to be discussed before closing the vote. I will request our company secretary, Tebogo Llale, to read out any relevant questions. Tebogo Llale, have there been any questions raised pursuant to the resolutions tabled today?
Yes, Chair. We have received about six questions, but I think about three or four of them, Chair, are relevant to the business of the meeting, and as you stated at the beginning of the proceedings, Chair, that we will continue to engage shareholders on any other matters that are related to company performance, safety, and ESG matters, but for the business of the proposed resolutions, Chair, I'll read the following questions, Chair.
Thank you.
The first one from Mr. Mehluli Mncube. It's about Audit Committee composition and auditors' appointment. And the question reads as follows: What is the rationale behind retaining Deloitte as external auditor despite their involvement in regulatory investigations related to the Steinhoff, African Bank, and Tongaat scandals? Additionally, how does the board justify the reappointment of Ralph Havenstein to the Audit Committee despite shareholder concerns over his suitability?
Thank you, Tebogo Llale. I will allow the Chair of Audit, Ms. Dawn Earp, to take that question.
Thank you very much. And thank you, Mr. Mncube, for the question. The Audit Committee did address the feedback that we received from the investigations, and we had a look at that in detail. We also had a look at Deloitte's internal processes on the quality that they have. In addition, we looked at the independence of the audit firm as well as the partner. And based on this, we also looked at whether we're comfortable with the service that we received, the performance of the auditors, and the independence. And then based on this, the Audit Committee did recommend that Deloitte be reappointed. Thank you, Chair.
Thank you very much. And in relation to the question regarding the reappointment of Mr. Ralph Havenstein to the Audit Committee, as we, before presenting our members for reelection, have internal assessments and reviews, we believe that Mr. Ralph Havenstein is adequately and fully qualified to be a member of the Audit and Risk Committee, as well as in terms of his experience, expertise, and knowledge, to be put forward as a member, as a director of the Implats board. Thank you, Tebogo. Then we will deal with the next question.
It relates to remuneration policy and implementation, Chair. Question: How does the board address shareholder concerns over the use of the fatality modifier in executive short-term incentives, especially given the significant increases in fatalities as a result of last year's incidents? Will there be further adjustment to align executive pay more closely with safety performance?
Thank you for that question, which, as a board, we dealt with extensively. I will hand over to our Executive Director, Lee-Ann, to address the question.
Thank you very much, Chair. I think, firstly, what we will be doing in due course is to engage shareholders with regard to the concerns pertaining to the safety performance and linked to remuneration. So just to go back, in the last financial year, two key considerations to the executive safety parameters were made by the remuneration committee that best testament to the board's commitment to ensuring the link between executive remuneration and the company's safety performance. Firstly, the fatality modifier has been reviewed, and Remco applied a further discretionary downward adjustment at group level and at our Impala Rustenburg operation. Where both safety scores were reduced to zero. Management and the board will continue to review our practices to the extent necessary and engage shareholders that support our journey towards zero harm. Thank you.
Thank you, Lee-Ann. Then the next question. Tebogo, will you read the question?
I will do it. It relates to board skills and succession planning. With no recent changes to the board and only one director with ESG-related qualification, how does the board plan to enhance its expertise in sustainability and climate-related governance?
Thank you very much. Thank you for that question. These issues exercise the collective mind of the board all the time. You will note in the collective reports that we have tabled before you around the independent and non-executive directors of the board and their terms in office. I'm not sure that the statement that says no recent changes have been made is a proper reflection. If you look at the composition of the board, the longest-serving members were appointed in 2015, followed by 2018, 2019, 2020, 2021, and the latest in 2022. I would say that that is fairly recent. And secondly, ESG-related qualifications are quite broad. And we have a group of directors on the board who have extensive experience in the various elements of ESG. So I would be hard-pressed to say that we don't have sufficient expertise in sustainability and climate-related governance matters.
Nonetheless, the board continuously reviews, and as you can see, as we look to the future to bring in new members, we will consider all skills required across the board to ensure that our board is fully capable to address its responsibilities. Thank you very much.
Chair, there are no further questions related to the business of the meeting. However, the written submissions that we have received, Chair, as late as last night, Chair, we will give written responses to those questions, Chair.
Thank you very much, Tebogo Llale. Having addressed those questions that were submitted prior to this meeting, I would like to again open up for any verbal questions. Or when I say verbal, I mean there's, I think, a chat page where people can submit their questions. Or if the company's secretary and the team will enable people to ask questions, we will give that opportunity.
We've taken care of those, Chair.
Okay. Thank you very much. And if there are no further questions, then I would like to officially close the voting. As all the resolutions have been put to the meeting and voting on the resolutions is complete, it is my pleasure to announce the results of the poll. Can you take a pause so that we can get them up?
Yes, Chair.
I'm hoping that everybody in person and online, virtually, is able to see the results. I do not intend to read all of them as they come through. Safe to say that they are all above 90% as they come through.
Yes, Chair.
We have one resolution that is below 90% at 82+%.
The requisite number there, Chair, is 75%.
Thank you. Thank you very much. The company secretary reminds me that the minimum is 75%. Special Resolution Number Two at 83.8%, also passing the threshold. Thank you very much. On behalf of the company and the board of directors, I would like to thank the shareholders for participating in this annual general meeting. It is always a pleasure for us to get such constructive and engaged participation from our shareholders. We would like to take a moment to acknowledge that Ms. Mpho Nkeli, having diligently and dynamically served as chairman of the Social Transformation and Remuneration Committee for nine years, has resigned from the committee but will, however, stay on the board. Mr. Billy Mawasha has taken over the chairmanship of the committee effective September 30, 2024. We thank Ms. Mpho Nkeli for her remarkable leadership and pioneering role in the social transformation and remuneration space. Thank you, Mpho.
It's been a pleasure serving under you in that committee. As all the business on the agenda has been dealt with, I declare the meeting closed and would like to thank everybody, as I said, the shareholders, the stakeholders, management team led by Nico, all my colleagues on the board, as well as all our service providers who are serving us impeccably, and thank you for your attendance.