FirstRand Limited - Shareholder/Analyst Call (FSR) Earnings Call Transcript & Summary

All right. Good morning, ladies and gentlemen. For those of you in the room and also to those that are via the live webcast, welcome to the 29th Annual General Meeting of FirstRand. Kindly note that the proceedings of this meeting are being broadcast via live webcast. The formal proceedings of this meeting are outlined in the agenda, which is projected on the screen for your information. We now move to the formal proceedings of the AGM agenda. Firstly, with me, physically in attendance is the Group Company Secretary, Ms. Carnita Low to my right; and the following Board Committee Chairpersons and members. Firstly, the Chairperson of the Audit Committee, Mr. Tom Winterboer; Chairperson of the Risk Capital Management and Compliance Committee, Ms. Zelda Roscherr; Chairperson of the Remuneration Committee, Mr. Louis Leon von Zeuner; Chairperson of the Social Ethics and Transformation Committee, Ms. Shireen Naidoo; and Chairperson of the Directors' Affairs and Governance Committee, Dr. Sibisi on my -- just on the right to Carnita. Also in the room is 2 independent nonexecutive directors, Ms. Tamara Isaacs and Mr. Paballo Makosholo. Also present are our Executive Directors, Ms. Mary Vilakazi, our Chief Executive Officer; and Mr. Markos Davias, our Chief Financial Officer. Our external audit partners, Mr. Keith Ackerman, PwC; Mr. Pierre Fourie, KPMG; and Mr. Ernest Philip van Rooyen, E&Y are available to respond to questions from shareholders. Various senior executives are also present either in person or online to respond to questions if needed. We'd like to acknowledge our meeting facilitators, being Computershare, Investor Services that will be hosting our AGM. We shall now proceed with the business of the meeting. Firstly, the notice and constitution of the meeting. Proper notice convening this meeting has been given to shareholders in terms of the Companies Act and the MOI. I will take the notice as read. It is the intention that voting at this meeting should be by poll in terms of the MOI of the company. Such poll voting shall be conducted electronically through the electronic online facility provided. As there are more than 3 members present in person and persons entitled to exercise more than 25% of the voting rights exercisable on the proposed resolutions are present, I confirm that we have a quorum. I therefore declare this meeting properly constituted AGM of the shareholders of the company. The scrutineers will facilitate the electronic voting, the voting on the electronic online facility has been opened and voting can be performed at any time during the meeting until I close the voting on the resolutions. Shareholders will be able to vote on any resolution and do not have to wait for a resolution to be tabled. Order of questions from shareholders. Shareholders and their appointed proxies attending this meeting are eligible to ask questions in the following order. Verbally from the floor, in writing via the shareholder platform using the Message icon or via the teleconference facility, Computershare will read out the questions on the shareholder platform, and I shall either respond or direct the question to the appropriate person. To ensure that the meeting functions properly, questions from shareholders will be invited following the presentation of the annual financial statements and the Social Ethics and Transformation Committee report respectively, and thereafter shareholders can raise questions pertaining to the proposed resolutions as they are tabled. I will allow sufficient time at the end for all general questions that we will address at the end of the proceedings of the AGM. And the results of the voting will be then displayed at the end. Firstly, presentation of the audited financial statements. The audited financial statements of the company for the year ended 30 June 2025, as approved by the Board of Directors of the company, including the reports of the external auditors, the Directors report and the Group Audit Committee report are presented to shareholders. These were distributed and published to shareholders and are available on the company's website. The FirstRand Social Ethic and Transformation Committee report is contained in the 2025 FirstRand Corporate Governance Report and reflects the matters within the mandate of the committee. The report is presented to shareholders. Firstly, are there any questions on the presentation of the audited financial statements? Firstly, in the room, does it look like there are any on the shareholders' platform?

No questions?

No questions and the teleconference? Also no question. Then any questions on the Social Ethics and Transformation Committee report, anything in the room? Shareholders' platform or the teleconference? It doesn't look like there are any. We then move to resolutions for consideration and adoption. We will proceed to the tabling of the audit resolutions. The full wording of the resolutions that have been made available to shareholders, and I will not -- and will not be repeated instead, reference will be made only to the item for approval. Please also be reminded that you can vote on any of the resolutions at any time until the voting is closed. First, Order resolution, reelection of directors, 3 directors, namely Ms. Naidoo, Ms. Isaacs and Dr. Sibisi, retire by rotation and offer themselves for reelection. Order Resolution 1.1. Ms. Naidoo be reelected. Ordinary Resolution 1.2. Ms. Isaacs be reelected. Ordinary Resolution #1.3 Dr. Sibisi be reelected. Are there any questions on Order Resolution 1.1 to 1.3? If not, please cast your vote. I don't know what's done. Done, thank you. Appointment and reappointment of joint external auditors. Ordinary Resolution 2.1 to 2.2, relates to the appointment of KPMG and the reappointment of E&Y as joint auditors for the ensuing year. Ordinary Resolution 2.1, KPMG be appointed as auditors. Ordinary Resolution 2.2, E&Y be reappointed auditors of the company. Are there any questions on Ordinary Resolution 2.1 to 2.2? If not, please cast your vote. Thank you. Election reelection of Audit Committee members by way of separate resolutions. Ordinary Resolution #3 relates to the reelection and election of the Audit Committee members by way of separate resolutions. Ordinary Resolution 3.1, Ms. Isaacs be appointed. Ordinary Resolution 3.2, Ms. Roscherr be appointed. Ordinary Resolution 3.3. Mr. Von Zeuner be appointed. Ordinary Resolution 3.4 Mr. Winterboer be appointed. Ordinary Resolution 3.5 Mr. Makosholo be appointed. Are there any questions on Ordinary Resolutions 3.1 to 3.5? If not, please cast your vote. [Voting]

Thank you. Election of Social Ethics and Transformation Committee members by way of separate resolutions. Ordinary Resolution #4 relates to the election of the social Ethics and Transformation Committee members by way of separate resolutions. Ordinary Resolution 4.1 Ms. Naidoo be elected. Ordinary Resolution 4.2 Ms. Isaacs be elected. Ordinary Resolution 4.3 Mr. Von Zeuner be elected. Ordinary Resolution 4.4. Dr. Sibisi be elected. Are there any questions on Ordinary Resolutions 4.1 to 4.4. If not, please cast your vote. [Voting]

Thank you. General authority to issue authorized, but unissued ordinary shares for cash. Ordinary Resolution #5, the general authority to issue authorized, but unissued shares for cash. Are there any questions on Ordinary Resolution #5?

There's one question from the room. Please move the mic.

What is the limit on the quantity of shares you can re-buy in any year?

I know it's a small percentage. I need to have a quick look, Marcus, do you remember the exact percentage? We'll have a quick look, but it's a small percentage. We specifically made it small, 1.5%. We specifically made it small. And also the track record of the company has always been such that we ask for shareholders' approval anyway. But it's just there in case we need to issue those shares for cash, but it's a tiny amount. Thank you for the question. Please cast your vote. [Voting]

Thank you. Signing authority to authorize directors and/or Group Company Secretary. Ordinary resolution #6, the signing authority be granted to the directors and/or Group Company Secretary. Are there any questions relating to ordinary resolution #6? If not, please cast your vote. [Voting]

Thank you. Nonbinding advisory endorsement, remuneration policy and implementation report. Firstly, advisory endorsement 7.1 proposes the endorsement by way of a nonbinding advisory note of the company's remuneration policy. Advisory endorsement 7.2 proposes the endorsement by way of a nonbinding advisory vote of the company's remuneration implementation report. Are there any questions on the remuneration policy and implementation report? Room -- anyone from the room? Anyone on the shareholders' platform?

Chair, we do have quite a few questions, but it looks like it's of a general nature, just...

Please go ahead.

The first question is from Mr. Stuart Schwabe. Shareholder questions...

Sir. Could we do Mr Schwabe questions under general, he is asking on the remuneration.

No questions. My apologies.

I think there is a question on remuneration. No name, relating to -- that's financial KPI, sorry. Apologies, you're right.

Also not. Okay. They may wait for those on the general. Anything on the teleconference?

We have one question, sir.

Only one.

Yes, we have one question from Chris Logan from Opportune Investments.

Mr. Chairman, can you hear me?

Yes, I can.

I have been waiting for a while. My first question concerns the election of directors. If you just stand back a minute, I'd like to ask why FirstRand not follow the policy of Capitec and have head founder directors on the Board? Capitec still has 2 founder directors on the Board, who add tremendous value. And if we look at other examples, for instance, at Berkshire Hathaway, Warren Buffett and Charlie Munger serve great from well into their 90s. Actually, if you look, they generated most of the value after the official retirement age, which FirstRand has, I think, at 70. So why has FirstRand never adopted this policy? And why doesn't it consider it now? That would be my first question on election of directors. Do you want other questions?

Let's deal with this one first, Mr. Logan. You're obviously aware of director for when it comes to the eligibility of directors. I think after a period of 9 years, many of those individuals that you refer to would not qualify as independent directors on the Board. So there would be an issue with director for when it comes to independence of electing some of those directors. And also, obviously, we have to deal with the...

but Capitec...

Well, I'm sure that they -- and I don't know, I'm assuming that they haven't reached that -- some of them have not reached that 9-year post them being executives of that institution. So they will have to deal with the same issue once they've used -- they reached the restriction imposed by Director 4.

Well, given that uncertainty and the value added, potential value added, isn't it something worthwhile looking at? And I mean surely, this is something where a lot of value could be added potentially?

No, I don't disagree. But I think we have to deal with King, and we have to deal with the Director 4. I mean, I can't speak on behalf of those individuals, also whether those individuals will make themselves available to serve as directors. But we have to deal with King, and we also have to deal with Director IV.

Okay. I do have the question on rem. I don't know whether you want to ask someone else or not?

No, Chris, you can go ahead.

Thanks for the Board's letter of January dealing with the minimum shareholding requirements. From that letter, I realize that you do have some practical issues to get around. But if I can just draw your attention to a couple of things. Your minimum shareholding requirement now for the CEO is the same level as Old Mutual, which I found quite hard to believe, given FirstRand's founder-led history. And you're obviously benchmarking of the local market. I note in dealing with this motor vehicle claim you talk about global benchmarking. But when dealing with something like this, why don't you benchmark best practice rather than just local benchmarking, which leaves you at the same level as Old Mutual?

Mr. Logan. I'll respond briefly. And if the Chairman of the Remuneration Committee wants to add, he is welcome to add. I think that, firstly, those minimum shareholder requirements, please read it as minimum. I think that's the first very important point. The other important thing is, you would have read, and we do listen to shareholder's feedback on this topic. You will have read that we've changed our policy when it refers to retention of vesting of LTIs. So obviously, those will build up and the minimum shareholder requirement will become -- in fact will become a reference point, but it actually wouldn't be the target. We don't see that as a target. We see it as a minimum shareholder requirement, and we do benchmark it locally. But the change in policy will lead to the holding of the executive team far in excess of what we currently state as the minimum shareholder requirement levels.

Just to add to that, Chair, I mean, we do benchmark internationally as well. We do that every second year. But I mean, Chris' message is correct. I mean, it's not only a banking play, and we view other industries as well. I think in this year, we have listened to what shareholders have said in terms of minimum shareholding requirements. And Chris, I think I will take your point and just go and relook exactly the global benchmarking and bring it back to the Rem Committee. If we need to discuss it for the moment, we are comfortable. But obviously, we want to stay in that global best practices range, and I will look into that with the Rem Committee.

Thanks very much. I appreciate that, Mr. Chairman. And, Louis, I'd encourage you to look at JPMorgan. It's a bank which has endured over time.

Thanks, Chris. We'll definitely have a look at it. And as the Chair of RemCo said, we'll take those comments into the RemCo discussion. So thanks again for your comment. Right. We then move to Special Resolutions. Special resolution #1.

Sorry. Apologies Chair, we do have questions from Mehluli Mncube relating to the remuneration. Would you like me to read that out?

Yes, please.

The first question. Sharp increase in CEO total remuneration versus performance outcomes. The rem report shows that the Group CEO, M. Vilakazi's total reward increased significantly, with guaranteed pay rising from ZAR 9.4 million to ZAR 11.2 million, SDI cash rising from ZAR 8.3 million to ZAR 12.5 million and total guarantee plus variable pay rising from ZAR 23.9 million to ZAR 34.2 million? What specific performance outcomes and shareholder value metrics justify the substantial year-on-year increases in the CEO's guaranteed pay, SDI and overall variable remuneration?

Thank you. So I think, first of all, and again, I'll get the Chairman of RemCo to add. So remember, this is the second year that Mary has been in the seat. And we do proper benchmarking in South Africa against the peer group to make sure that we pay the appropriate level of remuneration. There are detailed scorecards within the rem implementation that shows us -- that deals with how do we measure what are the KPIs that taken into consideration in determining the remuneration of all the executives, including the CEO. So proper benchmarking domestic is done to ensure that we pay our executives at the right level. And we have the right KPIs, which we measure them against when determining the short term and the LTI. Louis, do anything you want to add?

I think the only thing that I would add is to say that this is not a -- when you view your CEO remuneration, it's not a banking comparison that applies. I mean we know that movement of CEOs are now boundary-less. It can go international, go to other industries. So we need to do that benchmarking locally, internationally and outside of banking industry. Second issue is that in terms of our CEO in terms of the value, the responsibility, we need to ensure that we keep to the principles of fair remuneration. And therefore, the RemCom did not consider this excessive, but it is paying for performance and the responsibility. And in the report, there is a reference to some of the stretch targets that we apply to the CEO, and you will find the detailed scorecard in Page 30, 40 around there, with information on the stretch target. So we feel very comfortable with that position of our CEO. Chair?

Thanks, Louis. Any other remuneration questions?

Yes, two more from Mehluli. Succession-related payouts and fairness of transition costs. The report shows significant remuneration payouts to outgoing executives, example, A. Pullinger and J. Celliers, with 4 SDI and restricted share components paid for the year in which they stepped down. What governance safeguards ensure that executives stepping down do not receive disproportionate SDI or deferred share awards? And how does the remuneration committee test with a vesting reflects actual contribution during the final period of service?

Louis, do you want to take?

Chair, I think, firstly, the RemCo oversight. I mean in terms of full disclosure, there's no special awards to individuals. I think what is important is that albeit Mr. Celliers might have stepped down from an FNB position, his position in the group is as important and part of the stratco as before and delivering on one of our most important strategic outcomes. I mean, Alan Pullinger, again, was dealing with all that was awarded to him in the past. So there is no golden handshake on any of these individuals. And furthermore, I think, when we look at the general performance of the group, Chair, we ensure that we honor our philosophy that management never do better than shareholders. We watch that very carefully. And again, full disclosure on stretch targets and performance at all levels, and that was overseen and comply with -- by the RemCo.

Thanks, Louis. Is that it?

One more question.

Go ahead.

Remuneration implementation report. A once off ZAR 18 million special LTI was granted to Mary vesting over 3 years. What exceptional circumstances justified issuing a once-off special LTI award of ZAR 18 million? And how does the Remuneration Committee ensure discretionary top-ups do not undermine pay discipline or create inequitable outcomes relative to other executives?

Let me first make a comment on behalf of the Board, and then I'll ask the Chair of RemCo to add. The Board looked at the existing exposure that the CEO has to FirstRand shares. The Board absolutely believe that, that exposure to FirstRand, and it's also a desire of the CEO to increase our exposure to FirstRand. So we decided for the Remco to look at an allocation, but we wanted to make sure when we give additional allocations that we attach conditions to those allocations that are more stringent than the existing LTI allocations that we attach to the issue of LTI. So if you go look at the conditions attached to those things, firstly, the vesting of those conditions, firstly has to meet the vesting conditions of the LTIs. And what we then did is we added another performance condition aligned to the long-term strategic outcome of the group performance at the end of the 3-year period, which says those shares will only become restricted or final vesting will only happen if the group's return profile is 22% or above. If it's below 22%, between 21% and 22%, only 50% of those things will -- shares will vest. If the ROE is below 21%, none of those shares will vest. So we -- firstly, we wanted to make sure that the CEO has the correct exposure, the right level exposure to FirstRand, but we wanted to make sure that for those instruments to vest, the conditions are more tougher than the existing LTI conditions of the normal LTI issues. Louis, if you want to add?

No, I think, Chair, you summarized it perfectly correct. I think what is important is even in voting that, I mean, we feel very stringent performance conditions. There is no reward that we don't attach performance conditions to. This one is pretty strict with an ROE of 20%, if not met, which means that all of this is forfeited, which I think is quite strict. So no Chair, it will just be repeating what you have said, but we are very comfortable with strict and stretched performance conditions.

Thanks, Louis. All right. That was the last one. Thank you. Thank you very much. Can we then move to the Special Resolutions. There's one in the room -- apologies.

Good morning, Chair, and the Board. My name is Déna Jansen, and I'm from Just Share. I have a bit of a general question, but it is related to remuneration. So I think it's well suited here. It's actually a follow-up from the last year's AGM. You will recall that last year, the RemCo Chair had committed to taking back the request to disclose horizontal, gender or race pay gaps for deliberation. Given that peer banks are already disclosing these figures, and that the bank actually already collects this data internally, will the Remuneration Committee now commit to definitively publishing the current horizontal pay gaps in the upcoming 2026 annual reports?

Thanks for the question. Chairman I started talking, and you haven't even referred it to me. So I hope it's okay.

You don't need the queue anymore, Louis.

I think just to go back to AGM of last year, what we did say was I mean, we don't have a problem to disclose what needs to be disclosed. However, we would like to ensure that it gets implemented consistently across the banks, and therefore, the act to be enacted so that we don't -- so that is still our position. I think the issue for us at the moment is, therefore, that -- once that decision gets taken and everything gets promulgated, et cetera, we will publish the information. But I want to review the insurance that as a REM Committee and Board our approach to fairness, equality, no discrimination, et cetera, still holds. And we are quite proud that I mean, on our minimum banking role, an increase of 20.9% to the level of 260,000, I think, is showing intent and appreciation for our people in the manner that we award. And we will definitely watch the progress so that when that reporting is required, we will be there to report as we do on any other matter.

Thank you, Louis. I now just want to make sure there are no questions before I move to the next item. Right. Special Resolutions. General authority to repurchase ordinary shares, Special Resolution #1 is for the general authority to repurchase ordinary shares. Are there any questions on Special Resolution #1? If not, please cast your vote. [Voting]

Thank you. Nothing. Financial assistance to directors and prescribed officers as employee share scheme beneficiaries, Special Resolution 2.1, pertains to financial assistance to directors and prescribed officers as employee share scheme beneficiaries. Are there any questions on Special Resolution #2.1?

No questions, Chair?

Please cast your vote. [Voting]

Thank you. Financial assistance to related and interrelated entities, Special Resolution #2.2, pertains to financial assistance and related and interrelated entities. Are there any questions on Special Resolution 2.2? If not, please cast your vote. [Voting]

Thank you. Remuneration of nonexecutive directors, Special Resolution #3 relates to the remuneration of nonexecutive directors for the period, 1 December 2025 to 30 November 2026. Are there any questions on Special Resolution #3? Please cast your vote. [Voting]

Thank you. All Ordinary Resolutions, the Advisory Endorsement and all Special Resolutions have been duly tabled, and this, therefore, concludes the matters upon which shareholders are required to vote. Accordingly, the voting is now closed and the results will be tallied and displayed shortly. We then now go over a while they do the telling. We now move over to any additional questions under general. So can we go to the -- in the room first, please? Please go ahead.

I'm Karishma Bhoolia, also from Just Share. I have questions relating to your sustainable and transition finance in particular. They are quite detailed, so it might be easier for me to talk you through them one at a time, if that's okay?

100%. We've got our expert executive in the room, so I'm sure he's going to be able to deal with a lot of the details.

Perfect. So firstly, congratulations on achieving your cumulative ZAR 200 billion sustainable and transition target a year early. So the questions we relate to are more on what you're going to be doing going forward, given that you've really reached your target already. So firstly, when measuring and disclosing FirstRand sustainable and transition finance, we see that you include transaction underwriting, lending, arranging and advisory. So the bank's full suite of financing options. However, in contrast, when measuring and disclosing your exposure to fossil fuels and other high-risk categories, you only include lending and advances. This has the potential to create a misleading impression of the extent of your sustainable and transition finance relative to your fossil fuel exposure. Could you explain to us why you do not include transaction underwriting, arranging and advisory exposure in your fossil fuel numbers?

Mary, do you like to have -- please go.

As you would be aware, there is not international consensus in terms of how to treat off-balance sheet items. So we follow the BCAP standards and started with on balance sheet information. We've already given more information. So you would see in our disclosure, we do show what as memorandum items which do show what the undrawn facilities are on that. And we were aligned as international practice develop to give you additional information on that. In terms of the green assets, we want to show you the full activity set of that. We saw it is informative. They doesn't form part of our emissions information. So in other words, it's not BCAP standards that we're following there. But we will evolve as international standards are developing. And as this consensus in terms of how to treat off balance sheet items.

The next question is still related to sustainable and transition finance. Currently, you look at sustainable and transition finance together, you cluster them together. These financing types, however, quite distinct. Transition finance, by definition, should be circumscribed. So given that, when can we expect new sustainable and transition finance targets? And will these targets firstly clearly differentiate between sustainable and transition finance and set detailed and time-bound targets for both? And secondly, will FirstRand include rand value as well as a proportional percentage-based target as a total of your loan book in your new targets?

We are in the process of updating those targets. And we see transition finance as a subset of sustainable finance, so we don't see those as contradictions. We do intend to give you a purer view in terms of climate-related finance in terms of our updated targets. So that would be released with our next climate report, and we'll give you that granularity.

Can I just follow up on the subset question. Will that mean we would be able to see in your reporting distinctly categorize what you see as transition and what you see as sustainable as distinct line items?

Well, we want to single out those relating to climate. And since we focus on transition finance, the next set of targets would mostly be transition finance targets. We will give you a sense also of why the sustainable finance, which we see as a superset, but transition finance is the one that we're going to focus on.

You're comfortable? Like any other questions on the general in the room?

We have one more.

You have one more. Please go ahead.

It's also climate-related. This is more on recent developments. In August 2025, we noted that FirstRand Namibia has recently signed a NAD 1 million 2-year partnership with Petrofund to explicitly unlock the country's fossil fuel potential. Could the Board please explain how a deal with Petrofund aligns with the overall net-zero goals and the scientific consensus that new investments in oil and gas are actually incompatible with the net zero by 2050 trajectory?

You would see that we've set an overall target for upstream oil and gas and emissions intensity based targets. So that Namibia exposure would be managed as part of that overall target. We don't see, at the moment, financing of the development itself, but rather infrastructure that is needed in the country and the downstream effects of that. So that is where the focus currently is. But it's governed ultimately in terms of the oil and gas supercede limit that is disclosed in our climate strategies report. So there is a constraint on that.

Thank you, right. So we're dealing with -- on the general, doesn't look like there are any more questions in the room? Can we then go to the shareholders platform?

Mr. Chair, If I request that we start with Mr. Walker's question as it relates to access to the meeting.

We have one question from Mr. Anthony Walker. How do we know other shareholders have access to this meeting? We had a follow-up with the Company Secretary and get direct link from her. This happened before in 2021 and 2022, which we raised. In one instance, access only being granted after the meeting started. [Audio Gap]

Into this meeting, one being through the Computershare platform, the other by teleconference and the third in person. We, therefore, have made sure that links are sent out the evening before, and I apologize to Mr. Walker that he was unable to receive it. But I am available in the morning before the meeting to exactly deal with those queries as we were able to assist. [Audio Gap]

We have been briefed on it. But as the Chair mentioned, from a timing point of view, given that your financial claim emanates from events which occurred in the mid-1990s prior to the formation of the FirstRand Group, firstly, I cannot comment on the specifics and the history that goes back to that point in time. However, what I can comment on is that the Board is comfortable with the processes that the group has in place to deal with such matters, including reporting of Ethics, whistleblower and leading light issues as well. So we, as a Board and as a Social and Ethics Committee are very comfortable in how that is being dealt with within the organization. And what the Board does believe is that this is a legal matter and should be dealt with duly as part of a legal process. Thank you, sir.

Thank you, Shireen. So I really -- Ms. Fab, as the Chair of the Ethics Committee, there are channels that can be followed to deal with this matter. And the Board is very comfortable that the organization is dealing with these matters in the appropriate manner. But -- so it's not a matter that normally should get dealt with at an AGM, but I have allowed that you raise it. And please, I encourage you to follow the processes that are there where the organization deal for these matters. So thank you.

Mr. Chair, if I may, I've just got a message from Anthony Walker to say that his feed dropped during the answering of his question. I'm not sure which question it is, but I will engage and we'll also share the minutes of the meeting with Mr. Walker, also just encouraging any other shareholders who have similar challenges to contact me so that we can understand where the challenge sits in the video feed dropping.

And we apologize for that, but we'll make sure that the minutes gets to the shareholders that have not been able to listen to the answer.

Thank you, Mr. Chairman.

Other questions on the general?

Yes, Chair. Another question from Zizipho Mabuya. While the report outlines the nonfinancial KPIs and the associated targets, the absence of disclosed performance scores make it difficult for shareholders to access actual progress against these targets. Could the Board explain why performance outcomes for these nonfinancial KPIs have not been reported and indicate whether future disclosures will include measurable scores or assessments to support transparency, accountability and comparability?

I'll get the Chair of the RemCo to deal with the scorecards.

Chair, I think in the complete rem report, there is a thorough report on scorecards and the performance of EDs and prescribed offices, and it deals with the categories being referred to. So from our perspective, those -- the information is reported. I think we might through the Office of Investor Relations, if there are anything that is admitted or still not be the person putting the question to us feel that we are not reporting, please share more detail with us. But our view of the scorecard and the publication thereof is adequate report on performance and progress as such.

Thanks, Louis. More questions?

The next question comes from Mehluli Mncube from ESG Insight. Precise decarbonization targets. FSR states it cannot set precise decarbonization targets until government finalizes secretarial GHG limits under the Climate Change Act. What interim voluntary science-based decarbonization thresholds is FSR adopting to ensure progress does not stall pending regulation, especially since financed emissions remain at 15 MtCO2e unchanged year-on-year?

Thank you for the question. We have indeed taken up interim targets. You would see them in Page 23 of our climate strategy report. So there are 3 of those targeting the most emission-intensive parts of our portfolio, upstream and oil and gas balance sheet target as well as emissions intensity target linked to upstream oil and gas. And the second one deals with thermal coal, where we've adopted a more restrictive balance sheet threshold as well as emissions intensity target. And then the third one being a balance sheet mix in terms of power generation. So those are interim targets for 2030. Also, what is important is to note that our emissions intensity, which is a more important metric that we look at, has indeed reduced between the 2 years. So we don't only look at absolutes, we look at emission intensity of the balance sheet itself, which is showing a downward trajectory.

Another question from Mehluli, escalating U.K. regulatory risk. Why was this not flagged earlier? Given the severity of the U.K. Motor Finance Commission ruling now requiring multibillion rand provisions, why did management not identify, disclose and stress test this regulatory risk earlier? Was this a failure of risk governance, international compliance oversight or Board supervision?

Let me start with by saying I don't think it was raised late. The moment the management and the Board became aware of this issue, it was communicated timelessly to our shareholders. There's no question about only now. The moment management and Board became aware, we communicated this in a fair amount of detail to all our stakeholders. And in fact, if you read some of the SENS announcements that we've put out to date, FirstRand made it clear that FirstRand complied with the regulatory requirements as we understood them at the time. And the current interpretations now being that the relevant regulations are being done respectively. So we still have hold the view that we've complied with the regulation at the time. So this is not a lack of oversight or lack of governance from either the management team or the Risk Committee or the Board. I think that we've dealt with the matter when we became aware of it, and we've communicated with our stakeholders regularly on this topic. Mary, do you want to add anything on it?

I think you've covered it well, Johan.

We have a question from Chris Logan. Thanks for answering my first two questions. On the costly matter of Motor Finance commission claims, I understand the Supreme Court dismissed the fiduciary duty argument. However, in the Johnson case, the court found there was an unfair relationship under the Consumer Credit Act due to unfair disclosure of the cost of credit being 55% of the total cost of credit. With the benefit of hindsight, is this not something FirstRand various risk structures should have picked up? And could there possibly be similar risk elsewhere in the portfolio?

Mary, do you want to comment on the structure of the portfolio and that specific transaction?

Thank you, Chair. I think Mr. Logan, I'll also refer you back to the SENS that we issued in August post the Supreme Court ruling, where we indicated that we looked at the number of cases that were similar to the Johnson case, i.e., where the commission as a percentage of the advance was about 55%. And that percentage of agreements in our book was at about 2%. So that was not a pervasive, yes, I think, level of commission. And also, I think quite important to remember that the court identified that you need to look at a number of factors. It was the level of commission plus the manner in which the commission had been disclosed that I think the court found against us. Yes, so Mr. Logan, I think one cannot actually just conclude based on the Johnson case and say that, that case is pervasive. We remain of the view that a number of our agreements and vast majority of our agreements are in line with what was market practice. And I think even when we look at it now, I think the instances where you can say we've got outliers are certainly not the majority. Thank you, Chair.

Thanks, Mary. Mr. Logan, anything else, please feel free to raise. Next questions?

We have another. It's more a comment from Stewart Schwabe. You just indicated it was in 1997.

Thank you. Noted.

Right. And then we have two shareholders by the name of the Dayanidhi Pillai and Tzitzipuma Bouya, who indicated that the fee dropped. And then we have one final question from Mr. Stewart Schwabe.

Go ahead.

What are the other channels that the Chairman referred to as I have addressed the directors, especially Devi Naidoo and Sibusiso Sibisi on a number of occasions via the company secretary and no response. This is not a legal matter. It's more of a one-off model that's still in.

Shireen?

Mr. Schwabe, I take note of your question. And again, I think I want to reiterate we have been briefed on the detail of your submissions. And we still believe that your matter and the issue that you described in your very detailed submissions to us is a legal one, and it actually should be followed and followed up through a legal process as we've indicated. Thank you.

Thank you, Shireen.

No further questions.

So we've done with the platform. We now need to go to teleconference over there. So we're going to the teleconference. Questions, please?

And right now, we don't have any questions from the teleconference line, sir.

Did you say no questions?

No questions.

Thank you very much. I think then we're going to Carnita. Are there any other questions from any of the other platforms that I might not be aware of?

Sorry, Mr. Chair. I think we've got one more question. I'm not sure if it's a new question.

And is it with reference? Why don't you read it, Carnita?

Let's just read it. I'm not sure if it's a new question, just popped up on my screen. We note that there is an intention to amend the MOI, to allow the Chairman to stand for election, which is good governance. Currently, the MOI has been explicitly amended to ensure the Chair does not stand for election. We are pleased to hear this development to amend it. Please can this be confirmed in this forum? Mr. Chairman, I can confirm in this forum that at the special AGM scheduled for the first half of February 2026, the MOI will include the reelection of the Chairman.

Thank you. Can we then go to the voting results? Can we dispose those on the screen, please? Okay, I'm not going to read the actual percentages. What I'm going to do is just go and you can see they've all been all the way up, they've been passed with quite a large majority, 5, 6, the Advisory Note #1, then stop there. No, that one is not passed. You see the Advisory Note #2, 73.81% is not a pass. That should be 75%. Let me comment on that now, just go to the rest. Is that everything?

Can we just confirm with our scrutineers, ComputerShare, that, that has not passed because it's reflecting on the screen as passed.

As passed, yes. So that doesn't...

Carnita, so we set the resolution to 50%, as it is ordinary or it's just that if it does not meet 75%, shareholder engagement is required.

Okay. Thank you very much. So all the relevant resolution has been passed other than the advisory on the remuneration implementation which requires a 75% vote, we've reached 73.81%. Although we are disappointed on that, that we haven't passed the advisory note on the implementation. We respect the feedback from our shareholders. And we will start a process of engaging with the shareholders to understand their concerns on that specific topic. So that is the end of the meeting. Thanks, everybody, for your attendance, and thanks for the support that we received from our shareholders and appreciate all the questions. Thank you. The AGM is closed. Thank you.