Corporate Governance

Principles for the relations between the Company and its Shareholders

In accordance with the company's powers and subject to the law, the company must observe the rights of its shareholders and ensure that those rights are given effect. In this context, the essential rights of shareholders include (subject to applicable legal requirements):

  • The freedom to buy and sell shares;
  • Equal voting rights for all shares of the same class ("one share, one vote");
  • Participation in and voting at, general meetings of shareholders;
  • Satisfaction of reasonable information requirements; and
  • Appropriate dividends.

The board must call a general meeting of shareholders in accordance with the Memorandum and Articles governing the company and give timely and appropriate details of the agenda to all shareholders.

The right to vote at the shareholders' general meetings safeguards all shareholders' input on major decisions affecting the company, such as:

  • Changes to the articles of association;
  • Formal approval of certain matters required by law or listing rules;
  • Appointment of board members;
  • Changes in corporate structure and capitalisation;

Subject to the requirements of the law, the company must support shareholders in the use of proxies. The board must appoint one or more representatives to exercise shareholders' voting rights in accordance with their instructions.

The board must ensure that the following information is available to shareholders:

1. Before a General Meeting of Shareholders:

The documents required for the general meeting of shareholders, including, but not limited to:

  • Notice of meeting and Explanatory memorandum
  • Copies of the company's audited annual financial statements, together with the a report from the chairman of the board of directors and the CEO's thereon;

2. After a General Meeting of Shareholders:

The documents resulting from the general meeting of shareholders, including, but not limited to:

  • The results of votes and elections;
  • Any updates to the articles of association; and
  • Any formally noted matters by way of company minutes.

The documents arising from the shareholder's general meeting must be sent directly to the shareholders and or shareholders' associations on request, using electronic media if requested.

The chairperson of the board of directors must ensure that the general meeting of shareholders is conducted expeditiously and with due regard to formality and proper record keeping.