Nedbank Group Limited (NED) Earnings Call Transcript & Summary

The Company Secretary has confirmed that the necessary quorum is present and I hereby declare the meeting duly constituted. The documents required by law, including the MOI, share register and declarations of interest by the Directors, are available from the Group Company Secretary for inspection. If you wish to have sight of these, let us know, and the Group Company Secretary will arrange for this. In terms of section 63(4) of the Companies Act, voting may either be show of hands or by way of a poll. It is my intention to conduct voting on all the proposed resolutions by way of a poll as in accordance with section 63(7) of the Companies Act. We have received requests from a sufficient number of shareholders to conduct voting by way of a poll. As indicated in the notice, shareholders who are participating online will be able to view the live webcast of this meeting and ask questions. Certified shareholders who have not cast their votes via proxy to the meeting will be able to access the voting platform and vote during the meeting. All other shareholders who have lost proxy or voting instruction forms prior to the meeting will not be able to vote at the meeting as their votes have already been recorded by the transfer secretaries. But they may follow the live webcast or follow the proceedings via teleconference and ask the Board any questions they may have. [Operator Instructions] They will be received and read out by the Company Secretary and responded to when time is allocated for questions. If you experience any technical issues, there's a help button on the left-hand side of the webcast page. Shareholders participating via teleconference will be individually enabled by Chorus Call to ask their questions on the line and will be responded to when time is allocated for questions. The voting platform is now open and will remain open until all the proposed resolutions have been dealt with. Those of you who are eligible to vote at this meeting may do so now, if you wish to, or at any stage during the meeting by clicking on the action button, click to vote, on your screen to view the resolutions to be voted on. Once you have made your voting selections, press the green submit button at the foot of the screen on the vote on all resolutions page. The platform will confirm that your vote has been accepted. Once a vote has accepted by the platform, it cannot be changed. Thereafter, by clicking on the dashboard link on the screen, you will be able to return to the screen to continue viewing the webcast. The voting platform will remain open for a short time after the last resolution has been proposed to allow you to complete your votes. The voting results for all resolutions will be announced at the end of the meeting to allow time for the scrutineers to record the online votes. We shall now proceed with the business of the meeting. Firstly, the order of business is the audited financial statements. The audited financial statements for the financial year ended 31st December 2021, the directors' and auditors' reports and the report of the Group Audit Committee have been in your hands for some time and we take these as read. I'd like now just to take a few minutes to reflect on a few thoughts on the financial year under discussion. Over the past years, the world has experienced a level of disruption and business risk never seen before as the COVID-19 pandemic became central to everything we do. The pandemic highlighted the vulnerabilities and interconnectedness of the current global system as well as the vulnerabilities of many parts of our society. At the same time, this has encouraged new ways of operating and opened new markets and opportunities to respond to these issues in a strategic and more responsible manner. At Nedbank, our long-term sustainability and success are contingent on the degree to which we deliver value to society. Through the considered development and delivery of products and services that satisfy societal needs and through our own operations, we aim to play our part to enable a thriving society, to create long-term value and maintain trust. This is particularly important in the current context of South Africa as well as the broader African continent. In this context, there are a few top-of-mind points I'd like to highlight to this AGM. The group's financial performance for 2021 reflected a strong rebound off a low 2020 base, and headline earnings increased by 115% to ZAR 11.7 billion, but remained 7% below 2019 levels. Although impairments declined significantly, it was pleasing that preprovisioning operating profit increased by 9% and ROE increased to 12.5%. For shareholders, the resumption of dividend payments and a strong balance sheet were well received, and our share price during 2021 increased by 35%. From a strategy perspective, the group has invested in developing key technological and operational capabilities that have enabled a sound platform for competitive advantage in the coming years. The technology investments that we made drive market-leading client experiences and productivity improvements through digitized services and process efficiencies within our TOM program as well as driving our SPT strategy for selected market share growth and easier cross-sell through digitized products and sales capabilities. The Board is satisfied with the progress made towards delivering on the 2023 strategic and financial targets and the progress we have made on the Managed Evolution technological investment strategy. In 2021, we announced the adoption of a market-leading energy policy designed to guide our redirecting of our investments towards cleaner energy alternatives and outline our commitment over time to aligning our business strategy, policies, mandates and incentives with The Paris Agreement. As outlined in our energy policy, we will scale up our market-leading commitment towards the fast-growing renewable energy sector to support a just transition to cleaner energy. We continued to focus on advancing our transformation agenda towards a more inclusive society. For the fourth consecutive year, Nedbank achieved a Level 1 Broad-Based BEE contributor status for 2021 and under the Amended Financial Services Code (sic) [ Amended Financial Sector Code ]. Pleasingly, female representation at Board level improved to 29%. The Board has taken careful note of the Zondo Commission's reports and highlights that, based on our review of the reports, no adverse findings have been made against Nedbank and we will cooperate fully with any further investigations that the commission -- but we commissioned the amount of time to investigate. We remain firmly of the view that there has been no wrongdoing on the part of Nedbank. The Board and management commissioned detailed, legally privileged internal and independent external reviews of the transactions, which allow the Nedbank Board to conclude that Nedbank acted as a reasonable banker and at no time acted unlawfully. Nedbank has also been in the media recently regarding the closure of client accounts. While our objective is always to add clients and to grow the Nedbank franchise, in 2021, a total of 112 clients were off-boarded due to reputational risk assessments. Nedbank takes any decision to close client accounts on the basis that, in our opinion, by continuing such relationships, the bank would be exposed to unacceptable reputational, regulatory and commercial risks. The bank has robust policies, processes and governance, which guided the bank in any termination of banking relationships and closure of bank accounts. Furthermore, any decision to terminate the banking relationship with any client is taken on the basis of careful consideration in line with Nedbank's contractual rights and legal obligations and the particular effects and merits of each case. At our previous AGM, we were disappointed with the 66% vote of support for the group's remuneration policy at the May 2021 AGM. This, slightly below the 75% JSE threshold while the remuneration implementation vote was at 80%. The Remuneration Committee has considered the feedback and made suitable changes to the 2022 policy, in particular, shifting back to 100% of executive long-term incentive awards subject to performance conditions as we emerge from the COVID-19 environment. With our increased focus on ESG, we have incorporated these factors in individual executive performance, goal commitment contracts as well as introduced selected ES deliverables into the performance conditions of the group's long-term incentives with the G of the ESG covered by malus and clawback. While there are still different views on remuneration among some shareholders, by far, the majority of shareholders were supportive of these changes during the recent Board-led ESG road show. In line with the Board's succession process, the search for a new chairperson will commence soon, and we aim to conclude this process well in advance of my retirement from the Board in May 2023. We wish to welcome Phumzile Langeni to the Board and look forward to her valuable contribution given her experience in the areas of commerce, financial services and mining and resources. Guided by our corporate purpose to use our financial expertise to do good for individuals, families, business and society, we've done well for the common good of our business and all of our stakeholders. I'm humbled and grateful for the 27,000 Nedbank employees who contribute and continue to serve our clients and do great things. I also wish to express thanks to fellow Board members, particularly also to our Chief Executive, Mike Brown, for his leadership during this unprecedented time. We are deeply indebted to Mike and the Executive Committee of Nedbank. We continued to lose colleagues, loved ones and friends to COVID-19 in 2021. Our deepest sympathies to our employees, to our clients and stakeholders who lost loved ones in this period. Unfortunately, 2021 also saw the death of our former Chair, Vassi Naidoo, after a long battle with cancer. Vassi loved his time at Nedbank and we continue to miss him dearly. I know the prayers of the entire Nedbank family are with his wife, Sheila, and his family. Thank you very much for your attention, and I would like to now hand over to our Chief Executive, Mike Brown, to reflect on 2021 and provide an update on the group's performance in our first 4 months of 2022. Mike?

Good morning, everybody, and thank you, Mpho. As we continue to emerge from the very challenging 2020 period, I am immensely proud to report on what Nedbankers have been able to achieve throughout the COVID-19 pandemic and that we have bounced back faster than we had expected to. Over the past 2 years, we've demonstrated our resilience and the foundations of Nedbank, and indeed, the South African banking system have proven to be strong. We delivered a strong financial performance in 2021, reflected by a faster-than-expected rebound off that low base in 2020. And as you heard earlier from our Chairman, full year headline earnings increased by 115% to ZAR 11.7 billion, a significant improvement on the decline of 57% that we saw in 2020, however, still 7% below 2019 levels. Drivers of shareholder value continued on an upward trajectory with net asset value per share increasing by 11%, the group's ROE improving to 12.5% compared with 6.2% reported in the previous period. And we resumed dividend payments at 2.02x cover for the full year with the final dividend being declared at 1.75x cover, which is the bottom end of our coverage range signaling our confidence in a strong capital and liquidity position to support both ongoing client growth as well as ongoing dividend payments. In addition to the strong growth in earnings, I think it's important to shine a spotlight on our key balance sheet metrics that have all now strengthened to above pre-COVID-19 crisis levels as we concluded what we called the resilience phase of our post-COVID-19 strategy pivot. Capital and liquidity ratios increased as reflected in our common equity Tier 1 or CET1 ratio of 12.8% and LCR of 128% and a net stable funding ratio of 116%. As the Chief Executive, I'm hugely grateful for the hard work of all our 27,000 Nedbankers as we made excellent strategic and operational progress during a year when so many of our employees were still working from home as a result of the COVID-19 rules. Central to our strategy has been the complete refresh of the Nedbank IT stack to build a modern, agile, modular and digital IT stack that we believe is vital for underpinning future competitiveness. Investors will know that we refer to this as the Managed Evolution program. And in 2021, we reached 85% completion on the build side of this. These large IT programs in banks are extremely difficult to execute and deliver on time, on scope and on budget. And in 2021, we had an external benchmarking done on our Managed Evolution program by two global consulting firms with very pleasing outcomes. This has given us confidence in our ability to compete and win in digital financial services and that the completion risk in respect of the balance of the Managed Evolution program has decreased materially. The revenue benefits from Managed Evolution are evident in our most -- in most of our digital metrics showing double-digit growth and the cost and productivity benefits are evident in the TOM 2 program benefits of ZAR 967 million that have been realized ahead of schedule as we progress toward our TOM 2 target of ZAR 2.5 billion by the end of 2023. Pleasingly, during the year, both our client satisfaction and Net Promoter Score performance continued on an upward trajectory. In the independent 2021 Consulta survey, Nedbank achieved the #2 ranking among South African banks on client satisfaction metrics with our Net Promoter Score increasing further to 47 from 41 in the prior period. Progress on SPT, or Strategic Portfolio Tilt 2.0, was evident in market share gains in key product areas and main-banked client gains as well as an improved level of cross-sell. Notably, Nedbank recorded the largest retail main-banked market share gain among the large South African banks in the Consulta survey, while our CIB, or Corporate and Investment Banking franchise, gained 35 new primary clients. Living our purpose of using our financial expertise to do good and creating positive impacts in the societies where we operate is a core part of our Nedbank DNA and a key strategic imperative for unlocking value for all our stakeholders. This is demonstrated through the ongoing delivery against the United Nations Sustainable Development Goals and continued focus on leading in all matters to do with ESG. With the increasing focus on these issues, the progress we have made continues to be reflected in our scores across all ESG ratings being towards the top end of our local and international peer group. We certainly do see a big opportunity to participate and lead in new financing opportunities aligned with the United Nation's Sustainable Development Goals while leveraging our sustainable financing solution expertise, arranging innovative green funding instruments and channeling funding towards the further developments of the green economy. As we look to 2022 and beyond, we continue to focus on our human capital strategy as a key enabler on delivering the group's overall strategy and our 2023 medium-term targets while nurturing a culture of diversity, equity and inclusion in the workplace. Executive succession planning remains top of mind for me, ahead of the retirements in 2023 of our Chief Risk Officer, Trevor Adams; and our Chief Information Officer, Fred Swanepoel. Through our robust executive succession planning processes, suitable successors will be appointed ahead of time to enable seamless transitions in these key portfolios. In the year ahead, we should continue on our positive trajectory underpinned by ongoing strategic and operational delivery as we make progress towards those medium-term COVID-19 recovery targets that we set for the end of 2023. We remain on track to meet these targets, and pleasingly, now expect to meet the DHEPS, or diluted headline earnings per share target, of greater than the 2019 level of ZAR 25.65 per share in 2022, a year earlier than our previous expectations. We continue to focus on achieving an ROE greater than the 2019 ROE level of 15% and reducing our cost-to-income ratio to below 54% and ranking #1 on Net Promoter Score among South African banks or by the end of 2023, but these targets remain stretch targets. In the longer term, we still aim to increase our ROE to above 18%; or cost of equity, plus 3% to 4%; and reduce our cost-to-income ratio to below 50%. The past 2 years have been unprecedented and extraordinarily difficult for our clients and our employees. Throughout the COVID-19 crisis, our dedicated 27,000 Nedbank employees have remained both resilient and inspiring. And we thank you for continuing to diligently support our 7 million clients in the economies in which they operate. Together, we have emerged stronger and delivered on our purpose of using our financial expertise to do good. At the same time, we extend our heartfelt condolences to the families, friends and communities of both employees and clients who have lost loved ones during this time. Thank you also to the Chairperson and my Board and executive team for their continued support. In particular, the passing of our former Chairman, Vassi Naidoo, was felt by all at Nedbank who knew him. Vassi made an indelible mark on Nedbank and his wealth and experience and wisdom will be sorely missed and also a big thanks to Mpho Makwana for seamlessly stepping up into the Chairman role. This morning, ahead of today's AGM, we released the following voluntary trading update on the Johannesburg Stock Exchange News Service. In the first few months of 2022, the operating environment remained broadly supportive for banks and our clients, driven by a generally firmer level of economic activity, moderate credit growth and slightly higher interest rates. Much of this momentum came from relatively robust consumer spending underpinned by higher household income levels and enabled by more limited COVID-19-related restrictions. At the same time, export growth held up relatively well, supported by firm global demand and elevated international commodity prices. However, towards the end of Q1 2022, the global and South African economic environment became more challenging. Russia's invasion of the Ukraine has pushed global oil and fuel prices higher, adding to the inflationary pressures that were already emerging on the back of supply chain shortages, disruptions to global logistics and transport networks as well as loose monetary policy. Faster-than-expected increases in inflation have caused the Federal Reserve in the U.S. and other major central banks to tighten monetary policies more aggressively. As a result, global economic growth is expected to slow materially in the quarters ahead. In South Africa, we expect export volumes will be hurt by this slower global growth but elevated export prices should continue to provide some benefits. The country's terms of trade should hold up relatively well as elevated gold and metal prices, responsible for about 50% of South Africa's exports, should help compensate for the surge in global oil and food prices. However, South Africa will not escape the inflationary implications with inflation likely to exceed the upper end of the SARB's inflation-targeting band of 3% to 6% in the first half of 2022, resulting in higher interest rates and adversely impacting growth. The ongoing power outages, damages from floods in KwaZulu-Natal and an uptick in COVID-19 cases are also likely to weigh on confidence and dampen economic activity, particularly in the second quarter. During May, the Group Economic Unit revised its SA GDP growth forecast downwards for the full year 2022 from 1.7%, which was our forecast in February of this year to now 1.6%. Our forecast for average inflation or CPI increased from 4.9% to 6.1% with a peak expected of around 6.9% in the second quarter. And the forecast for the South African prime interest rate at the end of the year has now increased from 8.5% to 9.25%. In other words, a further 100 basis points of interest rate increases are expected from the current prime level of 8.25%. The floods in KwaZulu-Natal resulted in damage to infrastructure, businesses and homes. They also interrupted supply chains, local business activity and the lives of residents with more than 445 deaths recorded, and this number and damage is expected to rise further as a result of the additional floods in May. The 9 Nedbank branches that were closed for an extended period of time during the first flood-related damage have since reopened. Turning now to our financial performance in this environmental context. The financial performance of the group in the first 4 months of the year to the 30th of April, which we call the period or 4 months 2022, compared to the first 4 months of the prior period reflects robust net interest income and noninterest revenue growth, our credit loss ratio within the top half of our through-the-cycle target range, strong associate income growth and good expense control. Importantly, all key financial metrics are currently performing in line with achieving the full year 2022 financial guidance provided by management in March of this year. Net interest income growth for the 4 months was at high single digits when compared to the prior period, driven by low to mid-single-digit loan growth and an ongoing increase in the group's net interest margin. Average interest-earning banking assets increased year-on-year by low to mid-single digits, reflecting selective growth in our CIB loans and advances where demand for new wholesale loans remained moderate while growth in Retail and Business Banking advances was in line with expectations and slightly ahead of mid-single digits. Deposit growth remained ahead of advances growth and household transactional deposit market share grew by 0.2% to 13.7% at the end of the first quarter. The group's net interest margin increased from the 373 basis points reported in the full year 2021, driven by the run rate benefits of interest rate increases in 2022. The growth of net interest income for the 4 months was in line with management expectations. Impairments for the 4 months increased compared to the prior period and the group's credit loss ratio was within the top half of through-the-cycle target range, being 60 to 100 basis points, in line with the 80 to 100 basis points guidance that we provided for the full year and was slightly below management expectations for the 4-month period. Credit loss ratios for CIB, RBB, Nedbank Wealth and Nedbank Africa Regions were all within their respective through-the-cycle target ranges. The ZAR 1.5 billion of COVID-19-related overlays on our balance sheet at the 31st of December last year remain in place and will be reviewed prior to finalizing our H1 2022 results. Nedbank has no direct exposure to the Ukraine and Russia and insignificant indirect exposures. Noninterest revenue growth for the 4 months was in early double digits, boosted by the fair value losses recorded in the first half of last year that did not recur. Fee and commission growth was solid, driven by ongoing improvement in transaction activity, cross-sell and main-banked client growth. The strong noninterest revenue growth was partially offset by delays in closing deals in the Corporate Investment Banking area and a muted trading performance in the Markets business. Noninterest revenue was also impacted by accounting for the estimated insurance claims, net of reinsurance, relating to the KwaZulu-Natal floods. Noninterest revenue growth was slightly below mid-single digits when excluding the fair value adjustments in the base and this was in line with management's expectations. For the period, expense growth was slightly above mid-single digits and continued to be well managed in line with management expectations in response to the more challenging macro environment. Pleasingly, the group's JAWS ratio, revenue growth including associate income less cost growth, was positive, both including and excluding fair value adjustments. Preprovisioning operating profit growth was in double digits. For Q1 2022, associate income of ZAR 258 million relating to the group's 21% shareholding in ETI has been recognized. In addition, ETI released its Q1 2022 results on the 25th of April, reporting attributable income to their shareholders of some USD 66 million, and Nedbank's share is estimated to contribute ZAR 211 million to associate income in the second quarter as we account for ETI 1 quarter in arrears. As a result of all of this, we estimate associate income relating to ETI for the first half in 2022 to be approximately ZAR 469 million subject, of course, to any final exchange rate variances in the second quarter, up some 74% compared to the ETI-related associate income of ZAR 270 million in the first half of last year. The ETI share price has increased by 34% since December last year to May this year. At the 31st of March, Nedbank Group reported a common equity Tier 1 capital adequacy ratio of 12.7%. It was 11.3% in the prior year and 12.8% in December last year. This is above the upper end of our Board-approved target range of 11% to 12% and reflects the impact of earnings growth offset by the declaration of the group's final 2021 dividend. Liquidity metrics remained strong with the group's liquidity coverage ratio at 134% and net stable funding ratio at 118%. Thank you, and I will now hand back to the Chairman.

Thank you, Mike. Let me now hand over to our Chair of Group Transformation, Social and Ethics Committee, Ms. Linda Makalima, to share the reports of our work in that committee for the financial year. Over to you, Linda.

Thank you, Mpho. Good morning, everyone. The report of the Group Transformation, Social and Ethics Committee has required the intent of Regulation 43(53) of the Companies Act is included in the governance report, which is a supplementary report to the 2021 integrated report, which is available on our website. We have a video to present to shareholders on the activities of the committee during the year, which we will display once the votes have been accounted at the end of the meeting. Thank you, and I hand back to the Chairperson.

[Foreign Language]. I will now deal with any questions related to the financial statements and proposed resolutions, as set out in the notice of the AGM, which we shall take as read.

If I can just check with Chorus Call. Have we received any questions that have been submitted that needs to be attended to at this stage?

No question from the line at this stage.

There being no questions to deal with, let me also check with the company actually whether there's any further questions on webcast?

Chair, we've received a number of questions on the webcast. There are 7 questions from [ Gavin Baraggio ]. I will read the first 3 questions first. I would like to propose a motion of no confidence in Mike Brown for dereliction of duties and breach of Companies Act. Mr. Brown delegates his e-mail box to a retail client experience team. The team prevents shareholders from reporting issues to Forensics, the executive, the Board and company secretarial. Mr. Brown must also explain his relationship to Dion Brown and his mandate and authority to engage shareholders directly, including targeted harassment and breach of [indiscernible]. Why does the Group Secretary not engage shareholders in e-mail requests and telephonic calls that defers to a retail bank client service team? This is a breach of JSE rules. I would like to propose a resolution for the group to consider the retirement of Mike Brown for taking the bank backward and making the brand less appealing than Capitec and TymeBank and Bank Zero.

Those being the questions raised, we, from a Board perspective with regard to these questions as client questions. And clearly, this is a public forum. An AGM is a forum of shareholders and it is also a forum open to other members of the public who have interest in the shares of Nedbank. And we would prefer that this matter be dealt with internally through the normal channels of client relationships. I don't know if there's any further comments perhaps from colleagues?

Yes. Thanks, Chair. I think as a number of these are directed to me, I've certainly got a few replies. So thank you very much for those questions. I am certainly very well aware of the correspondence entered in between ourselves, I think, and your attorneys going back to February this year. And more broadly, Nedbank often receives questions, such as this, from clients who are both shareholders and clients. And for the purposes of our AGM agenda, we have to assess whether the matter is, in essence, looking at the underlying facts: either a client query, which is personal and confidential in respect to those clients' dealings with us or a shareholder matter, which is public and would serve the interest of shareholders at an AGM like this. And I think that is absolutely central to this matter. And having received your e-mails and correspondents on this, including your e-mail address and ballot paper addressed to the JSE Investor Services, and having made internal inquiries as to the background of your concerns, certainly, it is my understanding that this is primarily a client-related matter, which is indeed confidential and probably not appropriate to discuss at an AGM and is not a matter that is relevant to all other shareholders. However, we take client matters extremely seriously. And to your question, I believe that it has been fully and timelessly addressed through our usual client support and escalation channels. Here, we use something called the Nedbank executive service support team, and their role is absolutely to manage all client service issues that are sent to any of the executives, the Board or any other officers in Nedbank. And they do that through the underlying support of either our Retail team, if the matter happens to be in our Retail business, or CIB, if it happens to be in our CIB team. Certainly, if I look at your questions, that team is headed up by Dion Brown. He is no relation of mine. We happen to share the same surname. He reports into a head called [ Luanne Duvall ]. And all of the client-related queries that are dealt with through that body are aggregated and reported directly back to me on a continuous basis. So I am fully abreast of all of the client-related matters that come across my desk. We've certainly also established, just to your questions around the JSE rules, that we believe that there's absolutely no breach or interference with any of the JSE rules. And to comment briefly on your proposal that we received on the 23rd of May for a resolution of no confidence in both myself and the head of our compliance departments, certainly, I wish to advise that -- the company certainly provides specific agenda items for an AGM. They were included in the notice, proxy forms and ballot papers sent to shareholders for today. And interestingly, irrespective of any of our correspondence, the proposed resolution for the reelection of myself is, in any event, included as an ordinary resolution 2.1. And certainly, as a shareholder, you have the right to vote for or against that resolution and it is our understanding that your vote has been exercised through your nominees [indiscernible] nominees. So Chair, hopefully, we have been able to address the first 3 questions. But in respect of all of these client matters, we do take them very seriously. We apologize if we have not been able to address them to your satisfaction. I'm willing to continue to engage to do that. And I'm aware of extensive correspondence between ourselves and your lawyers in this regard.

Thank you, Mike. Are there any other questions, Jackie, that we need to address?

Chairman from the same shareholder. I'll read the next 2 questions. Please, can the Board explain the interventions taken to achieve a Level 1 BBBEE status and if issues of skills development, cash dumping and fronting and if policies are available to scrutinize? How much are executives spending on personal security, bodyguards and other nondeclared incentives?

If I can ask Hubert Brody, our Chair of the Human Resources and Remuneration Committee, to deal with the personal security matter question. If I can request our Chair of Transmission, Social Ethics to respond to the Level 1 Broad-Based BEE status question. And then, of course, other Directors can join and support.

Thank you, Chair. I think the achievement of the Level 1 BBBEE status for Nedbank is a combination of integrated efforts that's spread over a number of angles. This includes ethics management as well as investment with regards to the implementation of ethics management. This also talks to the contribution that Nedbank makes when it comes to these initiatives and attracting as well as retaining underrepresented portfolios and talent in the organization. It is a holistic approach that we adopt with regards to maintaining the status of BBBEE achievement, and it is a commitment that seeks to actually uplift a whole lot of approaches as we adopt our principles at Nedbank. This is what we are committed to as a financial expects who do good for individuals and families within the business the society. I don't know if you want to add anything more, Chair?

Thank you very much, Ms. Makalima. I think the only small addition would be that the journey to Level 1 Broad-Based BEE has been achieved over time year after year of this Broad-Based BEE scorecard improvement. The report is part of our integrated annual report, which is an audited document. And therefore, if there's any untoward activities that relate to cash dumping and fronting, this would have been picked up at 2 levels by the rating agencies involved as well as by our auditors and then, of course, by our own Group Transformation, Social, Ethics Committee of the Board. So from a Board point of view, I might just place it on record that we take pride in the journey that Nedbank has taken to achieve this level of Broad-Based BEE recognition. Remember that we want to be admired by all our key stakeholders on a 360-degree basis. We want to be admired by our shareholders, employees, by all our key stakeholders. And therefore, that should also apply to Broad-Based BEE. Shall I then invite Hubert to respond to the matter on personal security?

Yes, Chairman. I have just double checked it on my side. And there is no specific and dedicated personal security allocated to any of the executives of the group. And we have an appropriate level of security based on annual assessments that is being done by our security team of the security needs of our different executives. There's a level of security that applies to every executive. And obviously, the more senior, and people like Mike Brown, would have a higher level of security. But it's applied by a security team that is responsible for the group as a whole and particularly then has a certain role as far as senior executives is concerned. So there's no ring-fenced number that is calculated specifically for any specific executive, Chairman. Thank you. .

Thank you very much, Hubert. And if we can see if there's any further questions, Jackie?

Okay, the next 2 questions from the same shareholder. The bank is rolling out all digital platforms, but the back office system is still DOS-based from the 1990s. Why is that? The CEO quotes client satisfaction polls, but fails to highlight the poor rating on Hellopeter as one of the worst client resolution banks.

So firstly, on the DOS-based digital platforms, let me direct firstly to our Chair of GITCO, Dr. Matooane, if you're on the line? While she's connecting....

Thank you very much, Chair. The Managed Evolution journey for Nedbank has placed the bank on a much more digital, much more agile platform. And necessarily, some of the systems may not all be turned off at the same time. It is a risk-based approach to ensure that we manage all the transition to new systems. Should there be some systems that are still ancient platforms, those are on the road map for renewal. At the start of Managed Evolution, we shared with shareholders that we would adopt a hollowing out of the core. So the strategy has been to ensure that the core is hollowed out, so we wouldn't touch the core in the initial 3 years of the program. So some of those core platforms are still in the phase of being phased out, but we have focused on client solutions, client interactions, the solutions that impact how we transition the bank to a more digital and the things that customers value the most. So we will, in the full force of time, be addressing any legacy platforms. And we manage the risk of failure or some of those platforms not being supported on a regular basis through the Group IT Committee.

Thank you. Let me check with our executive colleagues who wish to add any further comments, responses?

Yes. Perhaps just a reflection from our Head of Technology that the last DOS-based system was a system called teller, which has now been phased out.

Thank you very much, Mike. Next question on our list, Jackie?

Chair, we had the question about the client satisfaction poll and Hellopeter.

Mike, over to you.

Yes. So very happy to answer the question on Hellopeter. It's no surprise to us that we would have the worst resolution on Hellopeter because we do not participate on that platform, and they measure resolution as an outcome of your participation. So we deal with our client complaints directly and not on Hellopeter.

Thank you, Mike. Jackie, what's our next question?

Chair, from [indiscernible]. We know that Nedbank strives for a transformed Board that closely reflects the demographics of South Africa. However, although you have surpassed your target of 25% for female representation with women comprising 28% of the Board, this is a very low target given that women make up more than 50% of the population. Does the Board plan to increase its target for female representation?

Thank you. Let me deal with that since it speaks directly to the Board. The matter of diversity and inclusion is an important matter that we deal with from time to time on the Board. And certainly, we appoint Directors based on skill sets personally that are required to also broaden the diversity of skill sets on the Board. And so we tend to balance our appointments across a broad range of diversity criteria. And certainly, as and when opportunities arise for us to appoint more women, we certainly will consider those but we do not have a specific target to obtain 50% of our Board being women. It's part of a transformational program that we embark upon on a pragmatic basis. I don't know if other colleagues on the Board may wish to weigh in on the question? Then we proceed to the next question, Jackie?

From [ Chulin Kubi ], please advise how stretch targets were revised taking into account the recovery from COVID lockdown effects? Why has the LTI vesting period remained at 3 years despite suggestions from shareholders to revise it to 5 years?

Thanks, Jackie. Hubert, we certainly have had these engagements from a REMCO perspective. May I ask that you lead us on that question?

Sure, Chairman. So let's just deal with the 3 and the 5 years. Look, Chairman, as we do our shareholder road shows and all our shareholder interaction, we obviously get a variety of suggestions and questions from shareholders. And the view of that the long-term incentive scheme should be a 5-year scheme and not a 3-year scheme, we are certainly in the minority. And actually, we have not -- with minor exceptions, which are being referred to, we have not heard that as a strong view from shareholders and shareholders are certainly in the -- mostly in the main satisfied with a 3-year scheme. Unfortunately, we cannot always kind of accede to specific other suggestions if it is not actually a strong overwhelming new shareholder way of thinking. That view certainly has been in the minority. So we have certainly stayed with our 3 years, which has served us well over many years. Chairman, then, as far as the adjustment of our long-term incentive scheme and our target subsequent to the COVID crisis, subsequent to last year is concerned, we certainly discussed it very comprehensively at REMCO. All our targets -- and we've certainly amended the targets since last year. Last year, the targets reflected the situation when COVID was, as from a performance point of view, quite a significant issue at the time where stability and retention were key, where forecasting certainty was very difficult. For example, we included last year in the LTI targets of executives a 20% component that was purely time-based. And there was a component that we called business recovery metrics, which included liquidity and capital ratios. As you know and -- although the world is not stable, there's a higher level of stability and forecasting certainty now. And therefore, we've removed those components given a more stable environment. And we have, for example, also now included a cost-to-income ratio, which is very much -- and specific targets there in line with our business plans. In fact, somewhat more stretching than our business plans, which is a component we did not even have in the previous year. And then furthermore importantly, Chairman, we have substantially increased our target in terms of return on equity and headline earnings per share. The return on equity target that we have now, Chairman, is a 1.75% overall cost of equity in 3 years' time. So that's the target that we have now and that will probably be, given our cost of equity, over 16% whilst last year that was about 15% to be achieved in 3 years. So that, we have significantly upped and there's a meaningful stretch in that. And Chairman, then DHEPS target where previously they're really aimed to get back to 2019 levels, we have now reset that target and we've also sort of reset it in line with our long-term plans to achieve on a 3-year CAGR basis DHEPS growth of CPI plus GDP. So it's a real GDP growth, plus 7%, 3 years compounded. So most certainly, we have adjusted our targets and we believe there is meaningful stretch and challenge in those.

Thank you very much, Hubert, Chair of our Remuneration Committee. Shall we tackle the next question, Jackie?

Chair, from [ Lorena Pasquini ]. Nedbank's acknowledgment in your reports and energy policy that the opportunity exists for Africa to sidestep investment in high carbon infrastructure and instead leapfrog to 21st century energy technologies is very encouraging as is your acknowledgment that achieving a just transition is inextricably linked to avoiding dangerous climate change. You'll be aware that the International Energy Agency's 2021 energy scenario holds that beyond projects already committed as of 2021, there are no new oil and gas fields approved for development if the Paris goal of limiting temperature increases to 1.5 degrees is to be achieved. Sunset scenario was published, other peer-reviewed research has reached the same conclusion. Can the bank therefore clarify its position on gas production financing by setting out your criteria for when gas production will be deemed to be playing a central role in facilitating the transition to a zero carbon energy system by 2050?

Thank you, Jackie. Can I request Brian Dames to respond to that question. And certainly, Mike Brown can add where necessary.

Thank you, Chairman. To respond to the question, we've been very clear in terms of our energy policy that we undertake not to finance directly new gas exploration projects given its impact. We have committed to continue financing natural gas production, which plays an essential role in that of facilitating the transition to net zero. It is very important to note that as a Board and as a team, we are working on specific glide paths for our product [ receptors ], that being coal, that being oil, that being gas. And those glide paths is specifically to then work out the criteria exactly as to how we're going to mitigate our way in 2022 to our objectives by 2050. Thank you, Chairman.

Thank you, Brian. Executive colleagues, do you wish to add anything? Okay. Thank you very much. That then takes us to the next question, Jackie.

Chairman from [ Claire Blizzard ]. Since the publication of the company's amendment bill for public comment, the provision which would require disclosure of vertical wage gaps has attracted much negative comment from corporate executives. What is Nedbank's view on vertical wage gap disclosure? And given that the Board does not require gender wage gap disclosure, is Nedbank prepared to commit to disclosing its gender wage gaps in its next set of reports?

Thank you very much. May I request our Chair of Human Resources lead us on the response? We also came across this question on our ESG road show.

Chairman, would you like me to respond?

Yes. [Foreign Language].

Yes. So Chairman, as far as wage gaps in general is concerned, we do very specific work at our REMCO to look for any risk that -- of wage gaps being existing in any respect. So we have a whole number of factors that we look at. And then we run a model all across all of the company and see whether any factors kind of is causing any -- or at a salary level, any discrimination or inconsistencies between people, not only on a gender level, but for a whole lot of reasons, historical reasons or whatever reason. And we -- then if there are then any inconsistencies that come out of that, have a look at those inconsistencies and we actually make adjustments to the salary levels and the packages of such individuals when they do exist. So firstly, there's a very, very comprehensive process that we look at. And gender is one of the things that we look at. And we have run that. And we report on this on Page 91 of our governance report where we have analyzed gender as well, and we have identified that there is no wage gap, in fact, when -- from a gender point of view in the employment core of the group. And there's no financial and salary differentials of any note that we need to actually respond on from a gender point of view. You would see there's a particular mean number that is actually calculated by our models as we state on Page 91. And a situation of where there is no meaningful outliers is at a mean of 4 and you would see that the female and male are at 4.07 and 4.05. So there's no noticeable gap from a gender point of view in our staff, Chair. Thank you.

Thank you very much, Hubert. Is there any further addition from executive colleagues? All good. Thank you. Jackie, shall we take the remaining questions?

Chair, also from [ Claire Blizzard ]. On several occasions over the last few years, activist organizations have tried to engage with Nedbank in relation to its lending to the hugely controversial Somkhele coal mine in KZN operated by Tendele Coal Mining, a subsidiary of Petmin. Nedbank has insisted that all its clients, including Petmin, must conform with Nedbank's robust policies, principles and standards in relation to the identification and monitoring of social, environmental and other risks. In a judgment handed down by the Pretoria High Court earlier this month, Judge Bam declared that the DRME's position to grant Tendele a right to expand its operations was unlawful and invalid. She cited, amongst other things, that in its application for the right, Tendele's project description was wholly inadequate, that it had fundamentally breached the law in relation to public participation and that the company played an offensive attitude in its interactions with affected communities. Considering this judgment, which essentially confirms what activists had been saying for years that Nedbank still considered Petmin to be a client, which conforms with its robust ESG policies and principles. If not, what does Nedbank intend to do about the fact that it is funding this company and its appalling social and environmental impact?

Thank you. Mike, I think this is between our Compliance Officer and yourself.

Yes, thanks. I'm certainly happy to pick up a little bit. We've obviously formally responded to all the legal allegations in respect of Tendele through engagements with attorneys. Unfortunately, we can't comment on specific clients or our strategies in respect of them. But we do have robust SENS processes and we do always monitor new information as and when it becomes available. Thanks, Chair, that's perhaps all we can say on this matter.

Great. I think we've dealt with that matter. Do we have any other questions, Jackie?

Yes, Chair. We've got responses from [ Gavin Baraggio ] to the answers that were given to the earlier questions and then one further question. He says, "Chairman, the support team intervened in e-mails to company secretarial and Forensics on a shareholder basis for accounting irregularities." The second response is, "Chairman, I am a shareholder and this was a fraud-related query. And then he's...

Two first together. Mike?

Yes. Very happy to respond to both of those. You referred to it as a fraud and accounting irregularity. Certainly, my review of all of the documentation associated with this, which I have done, is that the issue is essentially in respect of 5 investment products that you had with Nedbank and allegations that in respect of one of them that you have not been repaid in full or somehow some money has gone missing. It is certainly our belief that this is a misunderstanding of the reading of the underlying product statements and that no money has, in fact, gone missing. We have provided evidence to your attorney on all 5 investments and that they have, in fact, been repaid. And the matter, as you well know, is now before the Ombudsman, who will make judgment based on the facts of the matter.

Thank you, Mike. Jackie, the last 2 questions?

Chair, from [ Gavin Baraggio ], a follow-up on BBBEE. Is the bank using the YES program to level up since it's not meeting with 50% female target? What is the absorption of YES participants within the bank or sector?

Shall I ask Chief Operating Officer, COO, to take that question?

Thank you, Chair. I can respond to the question. The YES program reflects our contribution to societal challenges. As you well know, that program emanated from outside of the bank largely driven by government in respect to creating employment opportunities for youth. The consideration being that the first time employment opportunity actually gives latitude for youth to pick up relevant skills that will allow them to be fully employable over time. That's the principal motivation in our participation in that program and it is not driven by compensation for 50% female targets, which is inherent in the question. Of course, the issue of diversity and gender representation in the group is one that we take seriously. And therefore, we continue to drive for further representation in the composition, both of our staff complement in general as well as in our leadership cohort. As we all know, transformation is not straightforward. It also is informed and influenced by the economic cycles we go through. But at every turn, when opportunities arise, we'll take advantage of those to reflect the deficit of [ society ]. Thank you, Chairman.

Thank you very much. And the last question, Jackie?

Chair, how is the bank preparing for the Financial Sector Code amendments in relation to the Department of Labor's sector-specific EAP ratios? Also from [ Gavin Baraggio ].

Thank you. Mfundo?

Could you repeat the question again? Thank you.

How is the bank preparing for the Financial Sector Code amendments in relation to the Department of Labor's sector-specific EAP ratios.

Thank you for the question. We certainly are a participant in the Financial Sector transformation process, which is taking place under the Financial Sector Transformation Council. We've commented on the legislation that is underway. The amendment of the current labor market legislation in the context of BASA, the banking association, we've made those contributions there. Certainly, we will then look at our own employment targets, which we actually submit to the Department of Labor every year and respond with the necessary adjustment as these targets come out. You would be aware that the legislation itself has not been finalized. And so the target is not firmed up at this stage. But for us, this is part of an ongoing journey of transformation and we will respond in kind. Thank you, Chair.

Thank you very much, Mfundo. Jackie, on my side, we've exhausted all the questions?

No further questions, Chair.

Thank you very much.

Chairman, Hubert here. Chairman, can I just add on to the one response that I gave to [ Claire Blizzard ] and just share on the wage gap, please?

Certainly.

Yes. So I answered the question, obviously, as far as our -- the gender wage gap is concerned, which was specifically referred to, Chair, which we disclosed. I would like to just also add as far as the normal vertical wage gap is concerned, which [ Claire ] also referred to we will certainly disclose that and we welcome the fact that there will be legislative clarity on that. And the benefit of that will be that once one disclosed that when it becomes legislation, which we will do, there will be a consistency between different organizations that disclose it and we will certainly then go along with it. Thank you, Chair.

Thank you, Hubert. We now shall consider the questions fully answered and exhausted. Safe to say that shareholders are always welcome to engage our Investor Relations team as and when they feel there's a need to engage with the company. The Board does have a small team of Board members that do address shareholder matters as and when it is appropriate. But also the Company Secretary -- or Group Company Secretary is also available to be contacted in the event that any shareholder wishes to engage with the company.

I'd like to propose that we now move on to the proposed resolutions that this AGM needs to consider. I wish to remind you that you may submit your votes on all resolutions at any time during the meeting. After proposing all resolutions, the voting platform will remain open for a short period to allow you to complete your votes. We now move on to Directors' appointment resolutions. The CVs for all the Directors that are being put forward to shareholders for election or for reelection are included in the notice of this AGM. The first order of business is ordinary resolution 1.1, which is the election of a Director of the company appointed during the year. The Board appointed Ms. Phumzile Langeni as a Director of the company on 22 March 2022. Ms. Langeni must retire in terms of clause 19.2 of the company's memorandum of incorporation, and being eligible, offers herself for election. I propose that Phumzile Langeni be elected a Director of the company. Please complete your ballot paper or indicate your vote online. [Voting]

You are now asked to consider the reelection of those Directors retiring by rotation in terms of the MOI. The Board supports the reappointment of the Directors who are retiring by rotation. The retiring Directors being eligible and make themselves available for election: Mr. Mike Brown, Mr. Brian Dames, Mr. Rob Leith and Mr. Stanley Subramoney. We shall be dealing with the reelection of each retiring Directors individually. I propose that Mike Brown be reelected as a Director of the company. I also propose that Brian Dames be reelected a Director of the company. I propose that Rob Leith be reelected a Director of the company. I propose that Stanley Subramoney be reelected a Director of the company. Please, can you complete your ballot paper or indicate your vote online for each of these resolutions. [Voting]

I shall now proceed to ordinary solutions 3.1 and 3.2, which pertain to the reappointment of independent external auditors. You are now asked to consider the reappointment of external auditors, Deloitte & Touche with Ms. Vuyelwa Sangoni as designated registered audit partner; and Ernst & Young, Inc. with Mr. Farouk Mohideen as designated registered audit partner for the ensuing year as per the requirements of Section 90 of the Companies Act and the relevant provisions of the Banks Act. The reappointments have been recommended by the Group Audit Committee with the endorsement of the Nedbank Group Board to take into account that large banks are currently required to be audited by 2 sets of auditors. We shall be dealing with the reappointment of each of the external auditors individually. I propose that Deloitte & Touche be and is hereby appointed as external auditor to hold office from the conclusion of the 55th Annual General Meeting until the conclusion of the next Annual General Meeting of Nedbank Group. I propose that Ernst & Young, Inc. be and is hereby reappointed as external auditor to hold office from the conclusion of the 55th Annual General Meeting until the conclusion of the next Annual General Meeting of Nedbank. Please, can you complete your ballot paper or indicate your vote online for each resolution. [Voting]

I wish to proceed with ordinary solution 4.1 to 4.4, appointment of the Nedbank Group Audit Committee members. The Board believes it is good governance for shareholders to vote on the appointment of the members of the Group Audit Committee and is elected to propose the appointment of the Group Audit Committee members annually. The Board is satisfied that the members of the Group Audit Committee meet the requirements of the Companies Act and the Banks Act and that the community complies with relevant regulatory requirements and that the members have the necessary knowledge, skills and experience to enable the committee to perform its duties in terms of these requirements. The Board, therefore, recommends the election of the Group Audit Committee members. We shall be dealing with the election of each of the members individually. In terms of 4.1, we proposed that Stanley Subramoney be elected as a member of the Group Audit Committee. In terms of 4.2, I propose that Hubert Brody be elected a member of the Group Audit Committee. 4.3. I propose that Neo Dongwana be elected a member of the Group Audit Committee. 4.4. I propose that Errol Kruger be elected a member of the Group Audit Committee. Please can you complete your ballot paper or include your vote online or indicate your vote online for each resolution. [Voting]

We shall now proceed to ordinary resolution 5, which is the resolution authorizing that the we place the authorized, but unissued ordinary shares under the control of the Directors. This authority granted to the Directors at the last AGM expires at this meeting. In the Directors' opinion, it is desirable that the unissued ordinary shares should remain under control of the Directors. The Nedbank Group Board is reviewing the practice of issuing shares against the merits of acquiring shares in the open market for purposes of meeting obligations under the Nedbank Group 2005 share option and matched share and restricted share schemes. The authority to place unauthorized but unissued shares under the control of the Directors will be used only for purposes of the Nedbank Group 2005 share scheme in the event that, in the opinion of the Nedbank Group Board, it was not appropriate for Nedbank Group to acquire shares in the market. This authority is limited to 6,587,320 shares representing approximately 1.29% of the number of ordinary shares in issue as at 1 January 2022. It is further limited to existing contractual obligations and issuances under the Nedbank Group 2005 share option, matched-share and restricted share schemes only. The only -- the authority granted in terms of this ordinary resolution will remain valid until the next Annual General Meeting of the company to be held in 2023, at which meeting a similar resolution will be put to shareholders for approval. Accordingly, I propose that the authority is granted to the Directors to issue ordinary shares in the share capital of the Nedbank Group on such terms and conditions and at such times as they deem fit, subject to the provisions of this resolution, the Companies Act, the Banks Act and the Listing Requirements of the JSE. I now put the resolution to the meeting. And can you please complete your ballot paper or indicate your vote online. [Voting]

The next matter before us is advisory endorsements, advisory endorsement 6.1 and 6.2, on a nonbinding basis of the Nedbank Group remuneration policy and the remuneration implementation report. In accordance with the principle of King IV, shareholders are requested to reimburse Nedbank Group's remuneration policy and the implementation thereof. Kindly note that the votes on these advisory investments are nonbinding. However, the Board will take cognizance of the outcome of the votes when considering its remuneration policy and the implementation thereof in future, and will seek to engage further with shareholders in the event that either has been voted against by 25% or more of the voting rights exercised by shareholders. I now put the advisory endorsements to the meeting. We shall be dealing with each of the advisory endorsements individually. 6.1. To endorse, through a nonbinding advisory vote, the company's remuneration policy excluding the remuneration of nonexecutive Directors for their services as Directors and members of the Board committees, as set out in the remuneration report contained in the summary consolidated annual financial statements. In terms of 6.2, it's to endorse through a nonbinding advisory vote, the company's remuneration implementation report, as set out in the remuneration report contained in the summary consolidated annual financial statements. Please complete your ballot paper or indicate your vote online for each of the resolutions. [Voting]

We now proceed to the next matter before us, which is the special resolutions 1.1 to 1.11, which deal with the approval of the remuneration of Non-Executive Directors. In accordance with the Companies Act, shareholders are required to approve the fees paid to Directors in respect of their services as Directors. I confirm that only Non-Executive Directors receive such fees. The proposed fees represent an overall 4% increase. The fees include VAT. We shall be dealing with the approval of the various fees payable with effect from 1st July 2022 individually and note that the fees payable to the shares of the respective Board committees are 2.5x the member fees. With regard to resolution 1.1 as I'm personally conflicted with regards to that resolution, which is the resolution dealing with the remuneration of the Chair, I would like to hand over to Mike Brown to table this resolution before shareholders.

Thank you, Chairman. I propose that the remuneration of the Chairperson, as set out in the notice, be approved. And I will now hand back to the Chairperson.

Thank you, Mike. I shall now proceed with the resolutions that relates to other Directors. Starting with 1.2, I would like to table that the remuneration of the Lead Independent Director, as set out in the notice, be approved. 1.3. The resolution that I wish to table before this AGM that the remuneration of the Nedbank Group Board members, as set out in the notice, be approved. In terms of resolution 1.4, I wish to propose that the remuneration of the Nedbank Group Audit Committee members, as set out in the notice, be approved. 1.5. I propose that the remuneration of the Nedbank Group Credit Committee members, as set out in the notice, be approved. 1.6. I propose the remuneration of the Nedbank Group Directors' Affairs Committee members, as set out in the notice, be approved. 1.7. We table and propose that the remuneration of the Nedbank Group Information Technology Committee members, as set out in the notice, be approved. 1.8. I propose that the remuneration of the Nedbank Group Remuneration Committee members, as set out in the notice, be approved. 1.9. We propose that the remuneration of the Nedbank Group Risk and Capital Management Committee members, as set out in the notice, be approved. 1.10. Propose that the remuneration of the Nedbank Group Transformation, Social and Ethics Committee members, as set out in the notice, be approved. 1.11. Propose that the remuneration of the Nedbank Group Climate Resilience Committee members, as set out in the notice, be approved. Please can you complete your ballot paper or indicate your vote online for each resolution. [Voting]

We now wish to proceed to special resolutions 2.1 and 2.3, which is the remuneration of Non-Executive Directors appointed as Acting Group Chairperson, Acting Lead Independent Director or Acting Committee Chairperson. As detailed in the notice, the Board wishes to acknowledge the additional responsibilities and time commitments for Non-Executive Directors who may, under exceptional circumstances, be required to perform the role of Acting Group Chair of the Nedbank Board, acting Lead Independent Director or Acting Board Committee Chair for extended periods of time. Although the appointment to an acting position would only arise in exceptional circumstances, the Board would like the flexibility to consider and, if deemed appropriate, the ability to remunerate that Director appropriately for the additional responsibilities and time commitments. The Board, therefore, proposes the payment of an additional fee to Non-Executive Directors who may be required to perform an acting role. These fees would be in addition to the normal Non-Executive Directors' fees as detailed in special resolution 1. The payment of additional fees to any Non-Executive Director appointment to an active role -- to an acting role will be subject to prior approval by the Nedbank Group Remuneration Committee, who will consider the relevant circumstances and the extent of additional commitments on a case-by-case basis. We shall be dealing with the approval of the fees payable to Non-Executive Directors who may be required to perform the role of Acting Group Chair of the Board's -- Nedbank Board's, Acting Lead Independent Director or Active Board Committee Chair individually. These resolutions, if approved, will be with effect from the conclusion of this AGM and until the conclusion of the next AGM. I therefore, in terms of 2.1, wish to propose that the remuneration of any board member who may be appointed as the Acting Group Chair, as set up in the notice, be approved. I propose in terms of 2.2 that the remuneration for any Board member who may be appointed as Acting Lead Independent Director, as set out in the notice, be approved. In terms of special resolution 2.3, I propose that the remuneration for any Board member appointed as Acting Committee Chair, as set out in the notice, be approved. The next matter before us is special resolution 3. Special resolution 3 pertains to the general authority to repurchase ordinary shares. In terms of the Companies Act, the JSE Listing Requirements and the MOI, the shareholders may authorize the Directors by way of general authority to acquire shares in the capital of the company, subject to certain limitations. This resolution is a renewal of an existing authority, which was granted at the last Annual General Meeting held in May 2021. I now propose at the general authority to repurchase ordinary shares be granted, and I put the resolution to the meeting. Please complete your ballot paper or indicate your vote online. [Voting]

The next and last order of business is special resolution number 4. This is a resolution pertaining to general authority to provide financial assistance to related and interrelated companies. The Companies Act requires the approval by shareholders for the provision of financial assistance in certain circumstances. Both Sections 44 and 45 of the Companies Act provide, among others, that such financial assistance may only be provided pursuant to a special resolution passed by shareholders within the previous 2 years. Furthermore, the provision of any such financial assistance is subject to the solvency and liquidity test as referred to in the Companies Act. I now propose that authority be granted for the company to provide financial assistance to related and interrelated companies as contained in the Companies Act. I wish to put the resolution to the meeting for consideration. Now all the proposed solutions have now been put before shareholders. The voting platform will remain open for a further 3 minutes for you to complete your votes. Thereafter, all votes are closed and the scrutineers will record the votes and provide the results. While we wait for the scrutineers to finalize the voting results, Linda Makalima, in her role as the Chair of the Group Transformation, Social and Ethics Committee, as indicated earlier, has arranged for a short video, which showcases some Nedbank CSI activities for shareholders' information. And we shall now request the team to project and broadcast the video. [Presentation]

Thank you very much. We hope you found the video as insightful as we would hope it is meant to be for shareholders and all our key stakeholders. The scrutineers have handed me the outcome of the voting. So I'll just read the percentages in favor of the various resolutions. Starting with ordinary resolution #1.1 with regards to the election of Ms. Phumzile Langeni. Those in favor were 85.18%. The resolution relating to the reelection of Directors that are retiring by rotation: Mr. MWT Brown, Mike Brown, 98.73%; Mr. BA Dames, Brian Dames, 97.97%; Mr. Rob Leith, 99.87%; Mr. Stanley Subramoney, 98.39%. And the resolution regarding the appointment of auditors, Deloitte and Touche, 71.87%; EY, 99.03%. The appointment of the Group Audit Committee members. In terms of Mr. Subramoney, 98.54%. Mr. Brody, 96.64%; Ms. Dongwana, 96.37%; Mr. Kruger, 98.85%. With regards to ordinary resolution #5, the matter relating replacing the unauthorized but unissued ordinary shares under the control of Directors. Those in favor were 97.72%. Advisory resolution #6.1, that is the advisory endorsement on the group rem policy. Those in favor were 71.70%. And the adviser resolution, 6.2, in terms of the group remuneration report. Those in favor were 72.86%. With regards to special resolutions, starting with the resolution 1.1 right through to 1.11: 1.1, the remuneration of the Non-Executive Chair, 99.36%; 1.2, the Lead Independent Director, 99.40%; the resolution -- special resolution 1.3 in terms of the remuneration of the Non-Executive Directors, Group Board member, 99.26%; remuneration of the Non-Executive Directors in terms of committee members fees for the Audit Committee, 99.77%; remuneration of the Non-Executive Directors with regards to the Group Credit Committee fees, 99.82%; resolution -- special resolution 1.6, which is the fees for the Group Directors' Affairs Committee, 99.8%; the remuneration on the members of the Group Information Technology Committee, that is special resolution 1.7, those in favor were 99.82%; special resolution number 1.8 with regards to the Group Remuneration Committee members, those in favor were 99.74%; special Resolution #1.9 with regards to Group Risk and Capital Management Committee members, those in favor were 99.82%; special resolution #1.10 with regards to Board fees for the members of the Group Transformation and Social, Ethics Committee members, those in favor, 99.82%; special resolution #1.11, which is the membership of the Nedbank Group Climate Resilience Committee, those in favor, voted 99.92%. Special resolution #2.1, which is the remuneration in the event where we need to appoint an Acting Group Chair, Acting Lead Independent Director or Acting Committee Chair, that special resolution 2.1 received, those who voted in favor voted at 99.95%. Special resolution #2.2, the remuneration of Non-Executive Director who may be appointed as Acting Group Chair, acting Lead Independent, so that's the one, that's 99.95%. Then the Special Resolution #2.3 with regard to the Independent Director is 99.95%. Special resolution #3 with regards to the Committee Chair is 99.78%. Then special resolution #4 with regards to the general authority to repurchase ordinary shares is 99.84%. So with that, ladies and gentlemen, as you may have seen, the scrutineers have confirmed that all resolutions have been passed by the requisite majority. However, the advisory endorsements 6.1 to endorse the company remuneration policy and 6.2 to endorse the implementation report were voted against by more than 25% of the voting rights exercised by shareholders. Therefore, the Board takes cognizance of this and will engage further with shareholders in this regard, details of which will be provided on the JSE SENS. We've concluded the business before us. So before I declare this meeting closed, I want to firstly thank the Board of Directors for the diligence with which they we go about conducting their business. I must say that in terms of both our Board and our management, we are quite fortunate as Nedbank to have the high caliber and quality of members -- of men and women that serve Nedbank. But most importantly, we do not do this alone. We do this with the support of our more than 27,000 staff. And to all these fellow Nedbankers, we wish to say thank you so much ever for your contribution and hard work. As all the business on the agenda has been dealt with and noting that the detailed voting results will be published on SENS later today, I wish to now formally close the proceedings of this 55th Annual General Meeting of Nedbank Group Limited. And I wish to thank you all for your participation and attendance. Thank you very much.