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Directors' report

for the year ended 31 March 2016


1. Nature of business

The company is a South African incorporated public company listed on the JSE engaged principally in the hotels and gaming industry.

2. State of affairs and profit for the year

The financial results of the group and company for the year are set out in the annual financial statements and accompanying notes thereto.

3. Subsequent events

Refer note 49 of the group annual financial statements for events occurring after the balance sheet date. The directors are not aware of any other matter or circumstance arising since the end of the financial year, not otherwise dealt with within the financial statements, that would affect the operations or results of the company or the group significantly.

4. Dividends

A final dividend of 60.0 (sixty) cents per share was paid to shareholders on 15 June 2015 in respect of the year ended 31 March 2015.

An interim dividend of 31.0 (thirty-one) cents per share was paid to shareholders on 14 December 2015 in respect of the year ended 31 March 2016.

On 18 May 2016, the board of directors declared a final gross cash dividend of 67.0 (sixty-seven) cents per share in respect of the year ended 31 March 2016. The dividend was declared in South African Rand and was payable to shareholders recorded in the register of the company at close of business on Friday, 17 June 2016. The number of ordinary shares in issue at the date of this declaration was 957 388 870 (excluding 91 792 519 treasury shares). The dividend was subject to a local dividend tax rate of 15%, which results in a net dividend to those shareholders who are not exempt from paying dividend tax of 56.95 cents per share. The company’s tax reference number is 9250039717.

In compliance with the requirements of Strate, the electronic and custody system used by the JSE, the following dates were applicable:

  2016
Last date to trade cum dividend Thursday, 9 June
Shares trade ex dividend Friday, 10 June
Record date Friday, 17 June
Payment date Monday, 20 June

5. Share capital

There were no changes to the company’s authorised and issued share capital during the year under review.

The company’s authorised but unissued share capital was placed under the control of the directors until the forthcoming AGM with authority to allot and issue any shares required to be issued for the purpose of carrying out the terms of the Gold Reef Share Scheme, limited to a maximum of three million shares, at their discretion, subject to section 38 of the Companies Act of South Africa and the Listings Requirements of the JSE. The board of directors has been authorised to determine the preferential rights attaching to the future issue of preference shares (subject to the approval of the JSE).

6. Associates, joint ventures and subsidiaries

Refer notes 22 and 23 of the group annual financial statements for details of associates and joint ventures respectively, note 50 of the group annual financial statements for details of subsidiary companies with material non-controlling interests and note 21 to the company financial statements for details of subsidiaries.

7. Directorate

The directorate during the year under review was as follows:

Non-executive
JA Copelyn(1) (Chairman)
MJA Golding
VE Mphande
Y Shaik(1)(3)

Independent non-executive
RG Tomlinson(1)(2)(3) (Lead Independent)
JG Ngcobo(1)(2)(3)
BA Mabuza(2)

Executive
MN von Aulock (CEO)
RB Huddy (CFO)

(1) Remuneration committee
(2) Audit and risk committee
(3) Social and ethics committee

8. Directors’ and prescribed officers’ emoluments

Refer note 46.3 of the group annual financial statements and note 20.3 of the company annual financial statements for details of the group’s key management compensation

9. Company Secretary

The secretary of the company is Mr GD Tyrrell. Mr Tyrrell’s business and postal addresses, which are also the company’s registered addresses, are set out below:

Business address:
Palazzo Towers East
Montecasino Boulevard, Fourways, 2055
Postal address:
Private Bag X200
Bryanston, 2021

10. Auditors

PricewaterhouseCoopers Inc. will continue in office in accordance with section 90 of the Companies Act of South Africa until the forthcoming AGM.

11. Major shareholders and shareholder analysis

The company’s major shareholder is Tsogo Investment Holding Company Proprietary Limited which owns 47.3% of the company’s issued shares (excluding treasury shares) and the ultimate shareholder is Hosken Consolidated Investments Limited (‘HCI’) (holding 48.0% of the company’s issued shares excluding treasury shares). Refer note 46 of the group annual financial statements and page 82 of the company annual financial statements for a detailed analysis of the company’s shareholders.