REG - Investec PLC - AGM Update Statement

InvestecAnnouncement

03/02/2022 15:00

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RNS Number : 6508A  Investec PLC  03 February 2022

 

 

 Investec Limited                                 Investec plc

 Incorporated in the Republic of South Africa     Incorporated in England and Wales

 Registration number 1925/002833/06               Registration number 3633621

 JSE share code: INL                              LSE share code: INVP

 NSX share code: IVD                              JSE share code: INP

 BSE share code: INVESTEC                         ISIN: GB00B17BBQ50

 ISIN: ZAE000081949                               LEI: 2138007Z3U5GWDN3MY22

 LEI: 213800CU7SM6O4UWOZ70

 

As part of the dual listed company structure, Investec plc and Investec
Limited (together the "Investec Group") notify both the London Stock Exchange
and the JSE Limited of matters which are required to be disclosed under the
Disclosure Guidance and Transparency Rules, and Listing Rules of the Financial
Conduct Authority (the "FCA") and/or the JSE Listings Requirements.

 

The UK Corporate Governance Code requires companies to provide an update
within six months of a general meeting where more than 20% of shareholders
have voted against a resolution. This statement provides an update on our
shareholder engagement and the actions we are taking, accordingly, we advise
of the following:

 

Update statement with respect to votes received at the Annual General Meetings
("AGM") of Investec Limited and Investec plc (together the "Group") and change
to Auditor

 

At the AGM on 5 August 2021, resolution 15 (approval of the DLC directors'
remuneration report for the year ended 31 March 2021), resolution 23
(re-appointment of Ernst & Young ("EY") Inc. as joint auditors of Investec
Limited), resolution 24 (re-appointment of KPMG Inc. as joint auditors of
Investec Limited) and resolution 38 (political donations), passed with a less
than 80% majority.

 

The Boards of Directors of Investec plc and Investec Limited (the "Board")
recognise that effective communication is integral in building stakeholder
value and are committed to providing meaningful, transparent, timely and
accurate financial and non-financial information to our stakeholders.  In
addition to formal, written communication, executive management and
non-executive board members continue to engage with our shareholders on a
regular basis.

 

Commenting on the less than 80% vote received for the Group's Remuneration
Report

 

We consulted with shareholders in early 2021 to obtain their input on our new
three year remuneration policy. We further engaged with shareholders during
July 2021 to discuss the Group's final remuneration policy and the 2021
remuneration outcomes. The Board were pleased to receive strong support for
the Group's new remuneration policy, at 86.17%. We anticipate that the
material increase in support for our new remuneration policy at the AGM will
translate into an increased level of votes in favour of our future
remuneration reports.

 

We will continue with the annual programme of engagement with our shareholders
with a view to ensuring that future remuneration policies and resultant
outcomes are reflective of business performance and the experience of our
stakeholders while balancing this with an increasingly competitive labour
market.

 

Commenting on the less than 80% vote received for the re-appointments of EY
Inc. and KPMG Inc. as joint auditors of Investec Limited

 

EY LLP are the current external auditors of Investec plc, with the
re-appointment of EY LLP receiving a vote for of 80.10% at the AGM on 5 August
2021.

 

As required by the South African Prudential Authority, Investec Limited has to
appoint joint external auditors. EY Inc. and KPMG Inc. are the current joint
auditors of Investec Limited.

 

The Investec Limited Audit Committee considered the implications of the
Mandatory Audit Firm Rotation ("MAFR") rule as issued by the Independent
Regulatory Board for Auditors ("IRBA"), the requirements of the South African
Companies Act No. 71 of 2008, as amended, and the state of the audit
profession in South Africa including reputational or apparent audit failure
perceptions. The views expressed by shareholders have been a key consideration
balanced with the implications of having joint auditors and the risks inherent
to an audit transition.

 

Based on this assessment, following a comprehensive tender process
PricewaterhouseCoopers ("PwC") Inc. was nominated as one of the new joint
external auditors of Investec Limited for the financial year starting 1 April
2023. It is intended that PwC Inc. will replace KPMG Inc. as one of the joint
external auditors of Investec Limited. The appointment of PwC Inc. and the
designated audit partner is subject to regulatory approval from the South
African Prudential Authority.

 

The appointment of PwC Inc. as one of the joint external auditors of Investec
Limited will be recommended to ordinary shareholders at the AGM to be held in
August 2022. A formal transition process will commence during 2022, whereby
PwC Inc. will observe the full audit cycle performed by the incumbent joint
external auditors.

 

A competitive tender process for the second rotation will commence during
2022, with the second incoming audit firm to perform the first audit for the
financial year starting 1 April 2025, in accordance with the MAFR rules as
published by the IRBA. It is intended that the second incoming audit firm will
replace EY Inc. as one of the joint external auditors of Investec Limited. At
this point, a decision will also be taken as to the audit firm responsible for
the audit of the Group and Investec plc, with that firm to replace EY LLP for
the financial year starting 1 April 2024.

 

Commenting on the less than 80% vote received for authority to make political
donations and to incur political expenditure

 

As stated in the notices to the AGMs, Investec plc does not give any money for
political purposes in the UK nor does it make any donations to UK political
organisations or incur UK political expenditure.  However, the definitions
of political donations and political expenditure used in the UK Companies Act
2006 ("UK Companies Act") are very wide. In line with UK market practice, the
authority is therefore requested only as a precautionary measure to ensure
that Investec plc and any company which is or becomes a subsidiary of Investec
plc does not inadvertently breach the relevant provisions of the UK Companies
Act.

 

For further information, please contact:

 

Mr David Miller

Investec plc

Company Secretary

+ 44 (0)20 7597 4000

 

Johannesburg and London

 

Date: 3 February 2022

 

Sponsor: Investec Bank Limited

 

 

 

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