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Sgm report back

Presented by Mr Tony Kreft. Sgm report back. Special General Meeting 17 th July 2012 Proposed Amendments. Amendments required by Companies Act No. 71 of 2008 Changes in Board structure Requirements of the exemption from taxes and duties Typographical corrections.

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Sgm report back

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  1. Presented by Mr Tony Kreft Sgm report back

  2. Special General Meeting 17th July 2012 Proposed Amendments • Amendments required by Companies Act No. 71 of 2008 • Changes in Board structure • Requirements of the exemption from taxes and duties • Typographical corrections

  3. Amendments required by the Companies Act No. 71 of 2008 • Memorandum of Association and Articles of Association combined into one document – Memorandum of Incorporation • Type of company changes from “Section 21 Company Incorporated Under Section 21” to “Non-profit Company” (NPC) • References to Articles changed to Memorandum • Article numbers to be referred to as MoI numbers

  4. Changes in Board Structure • Previous Structure • Three Chambers representing the Administrators, Open Membership Schemes and Restricted Membership Schemes constituencies • Up to nine Members in each Chamber • BHF membership nominates and elects Chamber Members from their relevant constituencies to the Chambers • Chambers elect Directors from their Chambers

  5. Changes in Board Structure (continued) • Previous Board Composition • 17 Directors • Six Directors elected by Administrators Chamber • Three Directors elected by Open Membership Schemes Chamber • Three Directors elected by Restricted Membership Schemes Chamber • Four Directors elected by membership in Botswana, Namibia, Lesotho and Zimbabwe • Managing Director (executive)

  6. Changes in Board Structure (continued) • SGM Resolution: Structure • Disband all three Chambers • Membership nominate and elect Directors directly to the Board • Each of the three constituencies continue to be represented at Board level • All Chamber Members sitting immediately prior to dissolution of Chambers be appointed Directors upon the conclusion of the SGM • Terms of office of all Directors run to 2013 AGM

  7. Changes in Board Structure (continued) • SGM Resolution: Board Composition • 24 Directors • Up to six Directors elected by Administrators Chamber • Up to seven Directors elected by Open Membership Schemes Chamber • Up to six Directors elected by Restricted Membership Schemes Chamber • Four Directors elected by membership in Botswana, Namibia, Lesotho and Zimbabwe • Managing Director (executive)

  8. Changes in Board Structure (continued) • SGM Resolution: Board Composition • Board structure is an interim measure. Must be reviewed. • Report on the review to be presented to membership for consideration with six months of SGM • Memorandum Review Committee report will be presented to Board of Directors 29th November 2012 for consideration

  9. Current Board • Tom Borrill (Chairman) • Mangaliso Mahlaba (Deputy Chairman) • Graham Anderson Grant Newton • Enock Chitekedza (Zimbabwe) Bobby Ramasia • Mark Dawson Mpho Ramokgopa (Lesotho) • André De Koker Callie Schäffer • Brian Dick Dan Pienaar • Medwyn Du Bois Johan Pretorius • Gert Grobler Adeline Shezi • Aglaak Mahmood Sally Velzeboer • Leighton McDonald Etienne Vermaak • Gabriel Mbapaha (Namibia) Humphrey Zokufa (MD) • André Meyer

  10. Requirements of the Exemption from Taxes and Duties • BHF granted exemption from taxes and duties 22 March 2012 • Eleven conditions to be complied with to retain exemption • Amendment to MoI 97 to comply with exemption (Winding Up or Liquidation)

  11. Thank You

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