Wrap Text
Statement on leadership tenure and diversity
and Results of annual general meeting
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
PO Box 600, Cape Town, South Africa, 8000
JSE code: TRU; NSX code: TRW
ISIN: ZAE000028296
(“Truworths” or the “company” or the “Group”)
STATEMENT ON LEADERSHIP TENURE AND DIVERSITY
AND
RESULTS OF ANNUAL GENERAL MEETING
Statement on leadership tenure and diversity
The Truworths board would like to use the opportunity of the annual general meeting (“AGM”) to state
upfront, and unequivocally, that we fully support The King Codes on Corporate Governance for South
Africa, which for the past 20 years constituted the premier corporate governance frameworks in this
country.
We are particularly supportive of King IV, which focuses on the independence of directors, the
composition of governing bodies in terms of targets for gender and race representation and the
composition of the social and ethics committee, to mention but a few.
The Group has a solid transformation policy in place that supports the principles and aims of racial
and gender diversity at board level and plans to fast track this.
We are fully committed to the promotion of the empowerment of black and women South Africans and
note that this will firstly ensure a broader representation of the company’s leadership, and secondly
that this diversity will enhance our decision-making at board level.
In this regard, the Group has already met its short term targets on both these scores, and it expects
that its medium term targets will be exceeded within the next two years. In this regard, the board will
aim to ensure that at least 30% of the board of the company will comprise of both black and female
directors within the next 12 to 18 months.
As regards the issue of tenure of the existing, long standing non-executive directors, we would like to
state that the current directors remain highly independent – having no contractual, consulting or family
relationships with the Group, not being representatives of any major institutional shareholders of the
company, not being financially dependent on the fees they earn as non-executive directors, not being
participants in the Group’s share and other incentive schemes, and not being involved in external
charities that benefit from donations by the Group.
Nonetheless the board is very mindful of the need to refresh board and committee composition.
We do hear the concerns from our shareholders and we are fully committed to fast tracking these
changes to our board.
And to conclude, the Group has had considerable successes in transformation at employee level as
reflected in our black and female employee representation across the business in South Africa.
At junior and middle management levels, black representation is at 88% and 42% respectively, while
female representation is at 72% across the business and 43% at senior management level.
Truworths is an extremely well-governed business and the JSE reports that we are the only fashion
retailer to feature in the Top 30 version of the 2018 FTSE/JSE Responsible Investment Index.
This reflects that Truworths has substantively integrated environmental, social and governance
considerations within its business operations, contributing to value creation for all its stakeholders.
Results of AGM
Truworths advises that at the AGM of the company’s shareholders (“shareholders”) held on
Wednesday, 24 October 2018, all the ordinary and special resolutions, as set out in the notice of AGM
dated Tuesday, 25 September 2018, were approved by the requisite majority of shareholders present
or represented. The required special resolutions are not required to be lodged with the Companies
and Intellectual Property Commission (CIPC).
The Truworths shares in issue eligible to vote at the AGM were 428 669 230 (“voteable shares”).
This number is calculated as the total number of Truworths shares in issue, less repurchased shares
and share scheme shares. The number of Truworths shares represented at the AGM either by
shareholders personally present, or through letters of representation and by proxy, was 345 517 275,
representing 81% of the voteable shares.
Details of the voting on the resolutions are as follows:
Item number 1: To receive and adopt the Annual Financial Statements for the period ended 1 July
2018
Shares Voted Shares Abstained Shares For Shares Against
344 030 899 1 486 376 344 030 669 230
% Voted % Abstained % For % Against
80.26 0.35 100 0
Item number 2: To re-elect the retiring directors:
- Mr MS Mark
Shares Voted Shares Abstained Shares For Shares Against
344 524 304 992 971 343 233 355 1 300 949
% Voted % Abstained % For % Against
80.37 0.23 99.62 0.38
- Mr AJ Taylor
Shares Voted Shares Abstained Shares For Shares Against
344 911 777 605 598 332 555 901 12 355 876
% Voted % Abstained % For % Against
80.46 0.14 96.42 3.58
- Mr DB Pfaff
Shares Voted Shares Abstained Shares For Shares Against
344 791 388 725 887 343 581 056 1 210 332
% Voted % Abstained % For % Against
80.43 0.17 99.65 0.35
To elect the following persons as non-executive directors of the company:
- Ms M Makanjee
Shares Voted Shares Abstained Shares For Shares Against
344 918 089 599 186 343 933 359 984 730
% Voted % Abstained % For % Against
80.46 0.14 99.71 0.29
- Mr JHW Hawinkels
Shares Voted Shares Abstained Shares For Shares Against
344 918 089 599 186 344 184 101 733 988
% Voted % Abstained % For % Against
80.46 0.14 99.79 0.21
Item number 3: To give the directors a limited and conditional general authority over the unissued
and repurchased shares, including the authority to issue or dispose of such shares for cash
Shares Voted Shares Abstained Shares For Shares Against
344 918 387 598 888 308 939 454 35 978 933
% Voted % Abstained % For % Against
80.46 0.14 89.57 10.43
Item number 4*: To give a limited and conditional general mandate for the company or its
subsidiaries to acquire the company’s shares
Shares Voted Shares Abstained Shares For Shares Against
344 507 082 1 010 193 340 676 014 3 831 068
% Voted % Abstained % For % Against
80.37 0.24 98.89 1.11
Item number 5: To re-elect Ernst & Young Inc. as auditor for the period ending 30 June 2019 and to
authorise the Audit Committee to determine the terms and fees
Shares Voted Shares Abstained Shares For Shares Against
344 918 387 598 888 270 544 763 74 373 624
% Voted % Abstained % For % Against
80.46 0.14 78.44 21.56
Item number 6*: To approve the proposed fees of the non-executive directors for the
12 month period from 1 January 2019 to 31 December 2019:
- Non-executive chairman
Shares Voted Shares Abstained Shares For Shares Against
344 912 064 605 211 344 204 968 707 096
% Voted % Abstained % For % Against
80.46 0.14 99.79 0.21
- Non-executive directors
Shares Voted Shares Abstained Shares For Shares Against
344 912 064 605 211 343 598 095 1 313 969
% Voted % Abstained % For % Against
80.46 0.14 99.62 0.38
- Audit Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
344 912 064 605 211 342 690 001 2 222 063
% Voted % Abstained % For % Against
80.46 0.14 99.36 0.64
- Audit Committee member
Shares Voted Shares Abstained Shares For Shares Against
344 912 064 605 211 344 282 972 629 092
% Voted % Abstained % For % Against
80.46 0.14 99.82 0.18
- Remuneration Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
344 912 064 605 211 344 282 972 629 092
% Voted % Abstained % For % Against
80.46 0.14 99.82 0.18
- Remuneration Committee member
Shares Voted Shares Abstained Shares For Shares Against
344 912 064 605 211 344 282 972 629 092
% Voted % Abstained % For % Against
80.46 0.14 99.82 0.18
- Risk Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
344 912 064 605 211 344 282 972 629 092
% Voted % Abstained % For % Against
80.46 0.14 99.82 0.18
- Non-executive and Nomination Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
344 912 064 605 211 344 282 972 629 092
% Voted % Abstained % For % Against
80.46 0.14 99.82 0.18
- Non-executive and Nomination Committee member
Shares Voted Shares Abstained Shares For Shares Against
344 912 064 605 211 344 282 972 629 092
% Voted % Abstained % For % Against
80.46 0.14 99.82 0.18
- Social and Ethics Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
344 912 064 605 211 342 690 001 2 222 063
% Voted % Abstained % For % Against
80.46 0.14 99.36 0.64
- Social and Ethics Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
344 912 064 605 211 342 690 001 2 222 063
% Voted % Abstained % For % Against
80.46 0.14 99.36 0.64
Item number 7: To confirm the appointment of the following qualifying independent non-executive
directors to the company’s Audit Committee:
- Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
344 915 834 601 441 343 897 912 1 017 922
% Voted % Abstained % For % Against
80.46 0.14 99.70 0.30
- Mr MA Thompson
Shares Voted Shares Abstained Shares For Shares Against
344 915 834 601 441 277 914 497 67 001 337
% Voted % Abstained % For % Against
80.46 0.14 80.57 19.43
- Mr RG Dow
Shares Voted Shares Abstained Shares For Shares Against
302 882 556 42 634 719 235 628 240 67 254 316
% Voted % Abstained % For % Against
70.66 9.95 77.80 22.20
Item number 8: To approve by way of non-binding advisory votes the group’s remuneration policy
and implementation report as set out in the company’s 2018 Integrated Annual Report:
- Remuneration policy
Shares Voted Shares Abstained Shares For Shares Against
344 918 089 599 186 258 703 082 86 215 007
% Voted % Abstained % For % Against
80.463 0.140 75.004 24.996
- Implementation report
Shares Voted Shares Abstained Shares For Shares Against
344 918 089 599 186 274 756 213 70 161 876
% Voted % Abstained % For % Against
80.463 0.140 79.66 20.34
Item number 9: To consider the report of the Social and Ethics Committee for the period ended 1
July 2018 as published out on the company’s website
Shares Voted Shares Abstained Shares For Shares Against
344 030 899 1 486 376 344 030 569 330
% Voted % Abstained % For % Against
80.26 0.35 100 0
Item number 10: To confirm the appointment of the following qualifying directors to the company’s
Social and Ethics Committee for the period until the next AGM:
- Mr MA Thompson
Shares Voted Shares Abstained Shares For Shares Against
344 915 834 601 441 285 195 096 59 720 738
% Voted % Abstained % For % Against
80.46 0.14 82.69 17.31
- Dr CT Ndlovu
Shares Voted Shares Abstained Shares For Shares Against
344 918 089 599 186 286 786 565 58 131 524
% Voted % Abstained % For % Against
80.46 0.14 83.15 16.85
- Mr DB Pfaff
Shares Voted Shares Abstained Shares For Shares Against
344 915 834 601 441 343 647 062 1 268 772
% Voted % Abstained % For % Against
80.46 0.14 99.63 0.37
Item number 11*: To approve the provision of financial assistance by the company, as authorised by
the board, to group entities in accordance with the Companies Act (71 of 2008, as amended)
Shares Voted Shares Abstained Shares For Shares Against
344 918 064 599 211 340 586 965 4 331 099
% Voted % Abstained % For % Against
80.46 0.14 98.74 1.26
Notes
* denotes a special resolution
- The percentage of shares voted is calculated by dividing the number of shares represented at
the AGM (excluding shares abstained) by the voteable shares.
- The percentages of shares voted for and against are calculated in relation to the number of
shares represented at the AGM, (excluding shares abstained).
- The percentage of shares abstained is calculated in relation to the number of voteable
shares.
Cape Town
24 October 2018
Sponsor in South Africa
One Capital
Sponsor in Namibia
Merchantec Capital
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