AGM

NOTICE OF ANNUAL GENERAL MEETING

 

Take notice that the SOUTHERN AFRICAN BUSINESS AND TECHNOLOGY INCUBATION ASSOCIATION (Registration Number: 2016/443310/08) hereby notifies the Members of the Association of its Annual General Meeting in terms of section 61 of the Companies Act, 71 of 2008 as amended (“the Act”).

 

Date:                               15th May 2019

Time:                              12h00

Venue:                            54 on Bath, Rosebank, Johannesburg

Meeting Secretary:    Advocate Giel Martins

Email:                              advmartins@sabtia.org.za;  Cc palesa@sabti.org.za

Tel:                                    082 338 1805

 

To be eligible to vote, members must be in good standing at the time of the annual general meeting.

The purpose of the meeting is to propose, consider and, if deemed fit, to pass, with or without modification, the meeting business, i.e.:

 

Meeting Business:

1. General:

  • To consider the SABTIA Financial Report for the year ended 31 March 2019.
  • To consider a report by the auditors.

 

2. Resolutions:

Ordinary Resolutions

For each ordinary resolution numbered 1-5 to be adopted, the support of a majority of votes cast by voting members personally present or represented by proxy is required.

1. Ordinary Resolution Number 1: To receive, consider and approve the abridged audited Annual Financial Statements for the financial year ended 31 March 2019, a copy of which is attached to the meeting Agenda.

2. Ordinary Resolution Number 2: To approve the appointment of A Carrim& Associates as the external auditors of the company for the financial year ended 31 March 2019 and until the conclusion of the next annual general meeting as well as to authorise the Audit/Finance Committee to determine their remuneration.

 

Note: Section 90(1) of the Companies Act requires the company to appoint an auditor each year at its annual general meeting.  The audit committee conducted an assessment of the performance and the independence of the external auditors and considered whether or not the external auditors comply with the requirements of sections 90(2) and (3) of the Companies Act and the board considered and accepted the findings.  The Board is satisfied that the proposed external auditors comply with the relevant provisions.  

 

3. Ordinary Resolution Number 3: To elect the Audit/Finance Committee members as proposed by the Board of Directors in accordance with the section 94 of Companies Act, Act 71 of 2008 and the King Report on Corporate Governance for South Africa (King III). The proposed Audit/Finance Committee members are:

  • Michael Reddy
  • Robert Buys

4. Ordinary Resolution Number 4: In order to give effect to the ordinary and special resolutions passed at this meeting any one director or prescribed officer of the Association, is hereby authorised and empowered to execute any documents as he/she may deem necessary or appropriate to give effect to the above resolutions on behalf of the Association including, without limitation, making all requisite regulatory filings with the Companies and Intellectual property Commission (“CIPC”) and seeking all regulatory consents and approvals.

5. Ordinary Resolution Number 5: To elect the nominated Board members in accordance with the Association’s constitution, with the following skillset:

 

  • Legal
  • Audit, Financial and Risk Management
  • Stakeholder Engagement
  • Marketing and Communications

 

AGENDA

Click here to download the meeting Agenda and meeting document.

 

VOTES AND PROXIES:

All members of the Association are entitled to attend the Annual General Meeting. In terms of section 12.5 of the Memorandum of Incorporation, only SABTIA members, in good standing, may vote at the Annual General Meeting and are entitled to appoint a proxy (who need not to be a member of the Association) to attend and vote in his/her stead. On a show of hands or on a poll, every member of the Association present in person or represented by proxy shall have 1 (one) vote per matter.

All proxy nominations shall be made by notification in writing to the Meeting Secretary before the commencement of the meeting and the Chairperson of the meeting shall disclose all proxy nominations to the meeting before the transacting of any business at the meeting.

Click here to download a proxy form.

Proxy forms shall be submitted by electronic mail or hand to the Meeting Secretary, at least 48 hours prior to the meeting for administrative recording. Any proxy forms not received by this time must be handed to the Meeting Secretary immediately prior to the commencement of the meeting.

 

VOTING INSTRUCTION

Dear Members,

In 2018, we continued to strengthen, rejuvenate and diversify the Board in line with the direction of SABTIA’s strategy. The Board reviewed major projects and monitored their progress and also approved the annual report and the agenda for the annual general meeting.

With the term of the current board coming to an end, SABTIA, as per the constitution will be electing the board for 2019/2020

 

Priorities in 2019

In 2018, the Board took steps to continue expanding our financial and auditing expertise, as well as our depth of knowledge of the ecosystem and the Incubation models. The new nominations for the Board were made with these capabilities in mind. In light of the increasing importance of a cohesive ecosystem and impactful Incubator programmes, we have chosen to emphasize the importance of building a strong national team in particular. We believe that the nominees will serve to continue the process of rejuvenating our Board, even as we maintain our focus on stability and execution.

SABTIA embarked on a search for the new board of directors for 2019/2020. We undertook a comprehensive search process and present the proposed new individuals nominated for the Board.

Qualifying members, as set out in the SABTIA voting terms and conditions, are requested to elect 12 Board members in total.

  • A maximum of 2 existing board members to remain of the board;
  • A  (1) representative from the RSA Implementation agent: SEDA
  • A maximum of 9  to be elected onto the board;

-Special Resolution to amend the constitution for the provision of additional directors to the board (12 directors)

 

On behalf of the Board of Directors, I am pleased to present the final nominees for the 2019/2020 SABTIA board of directors.

  • 11 nominees with the highest votes will be appointed to the board

– 7 board members with the highest votes will be appointed to the board at the SABTIA AGM on the 15th May 2018

– 4 board members will be appointed once the special resolution has been passed

 

Existing Board Members remaining on the board:

  • Minimum of two (2) votes in this category
  • Maximum of two (2) vote in this category

Audit & Risk 

  • Minimum of one (1) votes in this category
  • Maximum of one (1) vote in this category

Economic Development  

  • Minimum of one (1) votes in this category
  • Maximum of one (1) vote in this category

Training and Development

  • Minimum of one (1) vote in this category
  • Maximum of one (1) vote in this category

Funding 

  • Minimum of one (1) vote in this category
  • Maximum of one (1) vote in this category

Incubation and Sector specialists

  • Minimum of five (5) votes in this category
  • Maximum of five (5) vote in this category

 

The mandate of the Board of Directors

In common with all industry associations in South Africa, the SABTIA Board of Directors is responsible for reviewing and approving the company strategy. The Board is also responsible for ensuring that SABTIA has the best team in place to execute the strategy, optimize SABTIA’s performance and maintain our high ethical standards.

Two key factors contribute to the Board’s ability to perform these duties successfully. First, it is crucial that, collectively, the directors possess an extensive and diverse range of complementary skills and experience appropriate to the needs and demands of managing a regional organisation of this nature. In today’s fast-changing marketplace, characterized by the rapid and constant advance of technology and incubation models, this is more important than ever. Second, it is essential to ensure that the directors develop an in-depth understanding of Incubation and the ecosystem, so that they are properly equipped to contribute to the development of the strategy and make informed decisions about the company’s future.

The skills and experience of our existing Board members and the nominated members are completely aligned with our SABTIA strategy and priorities

 

NOMINATION FORM  TOGETHER WITH TERMS AND CONDITIONS

Click here to read the terms and download the nomination form.