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Alviva - notice in terms of section 45(5)
In terms of section 45(5) (a) of the Act, notice is hereby given that the board of directors of Alviva, pursuant to a board resolution adopted on 19 December 2017, authorised the Company to provide financial assistance as detailed below, to a subsidiary company pursuant to the authority granted to the board by shareholders at the annual general meeting of the Company held on 25 November 2016.
The board of directors, before authorising the Company to provide the financial assistance in terms of section 45 of the Act, has satisfied itself that:
- immediately after providing the financial assistance, the Company satisfied the solvency and liquidity test contemplated in section 4 of the Act;
- the terms upon which financial assistance is to be given are fair and reasonable to the Company; and
- there has been due compliance with the requirements of the Companys constitutional documents and other founding documents and with the Act.
The provision of financial assistance arose as a result of the Company being required, from time to time, in the ordinary course of business, to sign a parental company guarantee to enable its subsidiary company to purchase IT products, software and services on credit as follows:
- IBM International Finance II B.V USD10 000 000(ten million United States dollars).
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Alviva - board changes
Following the AGM held on 23 November 2017, Mr Bheki Sibiya, the Lead Independent Director, opted not to stand for re-election as a director, leaving a vacancy on the Board. The Board is pleased to advise the appointment of Ms Parmesvari Natesan (38) as an independent non-executive director and Lead Independent Director with immediate effect. In addition, Ms Natesan will serve as a member of the Audit and Risk Committee and the Social and Ethics Committee.
Following the appointment of Ms Natesan the Board and Committees of the Board are composed as
follows:
The Board
The Board will comprise of six directors, two executive directors and four non-executive directors. The executive directors are the Chief Executive Officer and the Chief Financial Officer. The majority of the non-executive directors are independent. The Chairperson, who is a non-executive director, is not considered to be independent and thus a Lead Independent Director is appointed.
Audit and Risk Committee
- Ms M Medupe Chairperson BAcc Post Graduate Diploma in Accountancy, CA (SA)
- Ms SH Chaba Member BA (Economics and Industrial Psychology); Post Graduate Diploma in Human
- Resources Management, Senior Executive Programme (Wits and Harvard Business Schools)
- Ms P Natesan Member B Com (Cum Laude), B Com (Honours), CA (SA)
Following the vacancy left by Mr Sibiya, Ms Natesan is appointed as a member of the Committee.
Remuneration Committee
- Ms SH Chaba Chairperson
- Ms N Medupe - Member
- Mr A Tugendhaft Member
Following a request from Ms Medupe to stand down as Chairperson of the Committee but to continue as a member Ms Chaba is appointed Chairperson of the Committee.
Social and Ethics Committee
- Ms SH Chaba - Chairperson
- Ms P Natesan - Member
- Mr R Nkuna - Member
Following the vacancy left by Mr Sibiya, Ms Natesan is appointed as a member of the Committee.
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