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JOHN DANIEL HOLDINGS LIMITED AND ITS SUBSIDIARIES
INTEGRATED ANNUAL REPORT 2011
Ordinary resolution number 7 – audit committee
appointment – RJ Connellan
“RESOLVED THAT: the interim appointment of
RJ Connellan as member of the audit committee of the
company with effect from 10 March 2011 and for the year
ending 30 September 2012 be and is hereby approved”.
Richard is a Fellowof the Institute of Chartered Secretaries
& Administrators, a non-broking member of the South
African Institute of Stockbrokers, a member of the King
III Committee on Corporate Governance (chairman of
the takeovers and mergers subcommittee) and until May
2011 a member of the Standing Advisory Committee on
Company Law.
Mr Connellan previously worked as assistant manager
of Listings at the JSE, as head of corporate finance at
Kaplan & Stewart Inc Stockbrokers, as general manager
of the Listings and Equity and Gilt Markets Division of the
JSE and has recently retired as Executive Director of the
Securities Regulation Panel (now the TRP) which position
he held since 1994.
Reason and effect of ordinary resolution number 7
In accordance with the Companies Act, 71 of 2008, the ap-
pointment or re-appointment of members of the audit
committee is required to be confirmed at each annual gen-
eral meeting of the company.
Ordinary resolution number 8 – audit committee
appointment – KA Rayner
“RESOLVED THAT: the interim appointment of KA Rayner
as member of the audit committee of the company
with effect from 10 March 2011 and for the year ending
30 September 2012 be and is hereby approved”.
Keith is a South African chartered accountant with a
wealth of experience in corporate finance, having started
his corporate finance career in 1987. Over the years, he
has advised numerous listed companies on most types
of corporate finance transactions, and through KAR
Presentations, currently advises certain clients on a
selective basis.
He is CEO of KAR Presentations, an advisory and
presentation corporation, which specialises in corporate
finance and regulatory advice and presentations.He is, inter
alia, a director on the boards of two JSE listed companies
(both as an independent non-executive director).
Keith is a member of the JSE Issuer Services Advisory
Committee and has been actively involved in assisting
the JSE Issuer Services Division since 1995 including
the rewrite of the JSE Listings Requirements in both
2000 and 2003. He assisted the Securities Regulation
Panel (“SRP”) in rewriting the SRP Code in the form of
regulations for the new Companies Act, 2008. He was a
member of the King III subcommittee which wrote the
governance principles for takeovers and mergers in 2009.
He is a fellow of the Institute of Directors in South Africa,
is a non-broking member of the Institute of Stockbrokers
in South Africa, is a member of the Investment Analysts
Society, is a member of the SAMREC / SAMVAL working
group, is a member of the IOD’s CRISA committee and is
a past member of the Accounting Practices Committee.
Reason and effect of ordinary resolution number 8
In accordance with the Companies Act, 71 of 2008, the ap-
pointment or re-appointment of members of the audit
committee is required to be confirmed at each annual gen-
eral meeting of the company.
Ordinary resolution number 9 – appointment and
remuneration of auditors
“RESOLVED THAT AM Smith and Company Inc. be re-
appointed as the auditors of the company for the
ensuing financial year, with AM Smith as the designated
auditor at director status of the company, be and is
hereby approved”
Reason and effect of ordinary resolution number 9
In terms of the Companies Act, 71 of 2008, the company
auditors must be re-appointed each year at the annual
general meeting. AM Smith and Company Inc. have indi-
cated their willingness to continue as the company’s audi-
tors until the next annual general meeting. The group audit
Notice of Annual General Meeting
- Continued