AGM - IoDSA Annual General Meeting_19 June 2019
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AGM - IoDSA Annual General Meeting_19 June 2019

2019/06/19 to 2019/06/20
When: Wednesday 19th June 2019
Registration:09h00 - 10h00, Proceedings 10h00 - 11h30
Where: Institute of Directors Southern Africa NPC
144 Katherine Street Grayston Ridge Office Park Block B 1st Floor
Sandown
Sandton, Gauteng  2196
South Africa
Contact: Tanyia Mangiagalli
0110353000


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Notice of the 59th Annual General Meeting of members of the Institute of Directors in Southern Africa NPC (a non-profit company registered in terms of the Companies Act No.71 of 2008, as amended (“Companies Act”)), registration number 1985/002734/08, to be held at the Institute of Directors in Southern Africa on
19 June 2019 at 10h00.


Notice is hereby given that the 59th Annual General Meeting (AGM) of the members of the Institute of Directors in Southern Africa NPC(IoDSA) will be held at 10h00 on Wednesday, 19 June 2019 at the IoDSA offices.

 

Please note that registration will start at 09h00 and only active subscription-paying members as at the date of this notice being sent out will be entitled to vote.

This notice of the AGM is being distributed by electronic mail to all active subscription-paying members of the IoDSA. This notice should be read in conjunction with the IoDSA’s audited annual financial statements for 2018, the IoDSA’s integrated report for 2018, the IoDSA’s governance report for 2018, the amended IoDSA’s Memorandum of Incorporation and the IoDSA’s remuneration policy.

 



Matters being tabled at AGM

Special Resolution

Considering, and, if deemed fit, passing, with or without modification, the special resolution below which requires the support of a majority (that is, 75%) of the votes exercised by members, who are present in person or by proxy, in respect of the resolution to be adopted.

 

1.

 

 

Approve the amendments to the Memorandum of Incorporation
To consider and approve the amendments to the IoDSA’s Memorandum of Incorporation


To access the summary for amendments pleaseclick here.
To access the draft Memorandum of Incorporation pleaseclick here.


Ordinary Resolutions
Considering, and, if deemed fit, passing, with or without modification, the ordinary resolutions below which requires the support of 50% + 1 of the votes exercised by members, who are present in person or by proxy, in respect of the resolution to be adopted.

 

2.

 


Notice, directors’ report and auditor’s report

To resolve that the notice of the annual general meeting, and the directors’ report and auditor’s report on the annual financial statements for the year ended 31 December 2018 can be taken as read.


 

3.

 


Presentation of audited annual financial statements including the directors’ report and auditor’s report thereon

To receive the IoDSA’s audited annual financial statements for the year ended 31 December 2018, including the directors’ report and auditor’s report thereon.


  View audited annual financial statements

 

 

 


The IoDSA’s integrated report and governance report in respect of 2018 are also available.


View integrated report
View governance report

 

4.

 

 

 

 

 

 

Election and re-election of directors
The Nominations Committee met tointer aliaconsider the size and composition of the Board along with the balance of skills, diversity and experience of the current Board members as well as its overall effectiveness. The Board supports the following candidates’ re-election/election.

To consider and re-elect / elect 2 (two) of the following 4 (four) candidates to serve as a Non-Executive Director on the IoDSA’s Board:

 
Sana-Ullah Bray

Candidate 1:

To re-elect Sana-Ullah Bray

Patrick Kabuya

Candidate 2:

To re-elect Patrick Kabuya

Marius Schoeman

Candidate 3:

To elect Marius Schoeman

Eileen Wilton

Candidate 4:

To elect Eileen Wilton

View candidates’ profiles

5.

 

Re-election of external auditor
To re-elect BDO South Africa Incorporated as external auditor to hold office for the ensuing year. The Audit and Risk Committee is satisfied that, in all material respects, BDO South Africa Incorporated is independent of the IoDSA as required by section 90 of the Companies Act.



6.

 

Signing authority
To authorise any one director to do all such things and sign all such documents as are deemed necessary to implement the resolutions set out in the notice convening the annual general meeting at which this ordinary resolution will be considered and approved at such meeting.


Other Business


7.

 

 

Non-binding advisory vote on the Remuneration Policy of the IoDSA
To pass a non-binding advisory vote on the Remuneration Policy of the IoDSA.

To access IoDSA’s Remuneration Policy please click here.



8.

 

Report of the Social and Ethics Committee
To receive the report of the Social and Ethics Committee, through one of its members, as required in terms of Companies Regulation 43 to the Companies Act.


Litigation Statement
The directors in office are not aware of any legal or arbitration proceedings, including any proceedings that are pending or threatened, that may have, or have had, in the recent past, being at least the previous 12 (twelve) months, a material effect on the IoDSA’s financial position.

Material Change
Other than the facts and developments reported on in annual financial statements there have been no material changes in the affairs or financial position of the company since its financial year end.

Proxies
Members who cannot attend the AGM are entitled to appoint a proxy to attend, speak and vote on a poll on their behalf. A proxy need not be a member of the IoDSA.

Proxy forms must be sentto the IoDSA by no later than 10h00 on Monday, 17 June 2019 at the IoDSA offices, 1st Floor, Block B, Grayston Ridge Office Park, 144 Katherine Street, Sandown, Sandton, or via e-mail to 
tanyan@iodsa.co.za.

 

Download the IoDSA Proxy Form

 

By order of the Board
Date: 28 May 2019