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Nature of business
Nedcor Limited (Nedcor
or the company) is a registered bank holding company that,
through its subsidiaries, provides
a wide range of financial services and is listed under ‘banks’ on
the JSE Securities Exchange South Africa.
Financial results
Full details of the financial results are set out in the annual financial
statements.
Year under review
The year under review is fully covered in the Chairman’s
statement and the Chief Executive’s review.
Share capital
Details of the authorised and issued share capital, together
with details of shares issued and options granted during
the year, appear in note 16 to the annual financial statements.
Ownership
The holding company of Nedcor is Old Mutual (South Africa)
Limited and associates, which hold 51,92% of the company’s
ordinary shares.The ultimate holding company is Old Mutual
plc, incorporated in England and Wales. Further details of
shareholders appear on shareholders’ analysis.
Dividends
Details of the dividends appear in note 29 to the annual
financial statements on note 28.
Directors
Biographical details of the current directors are given
in the board of directors section.
Details of directors’ remuneration
and options appear on remuneration
report.
The directors who, in terms of the articles of association,
retire by rotation at the annual general meeting are Messrs
N Dennis, B de L Figaji, ML Ndlovu and PF Nhleko, and they
being eligible, make themselves available for re-election.
Messrs MWT Brown and RM Head were appointed on 17 June 2004
and 1 January 2005 respectively, and are in terms of the
articles due to retire at the annual general meeting. Both
are available for re-election.
Details of the members of the board, who served throughout
the year, except as listed, are given below:
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Date initially appointed |
Date resigned |
| Name |
Position |
as director |
(where applicable) |
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| CJW Ball |
Independent non-executive director |
1 November 2002 |
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| TA Boardman |
Chief Executive – executive director |
1 November 2002 |
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| IJ Botha |
Executive director |
1 November 2002 |
23 February 2004 |
| MWT Brown |
Executive director |
17 June 2004 |
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| WAM Clewlow |
Chairman – non-executive director |
12 September 2000 |
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| RG Cottrell |
Independent non-executive director |
25 November 2002 |
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| BE Davison |
Independent non-executive director |
25 November 2002 |
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| N Dennis (British) |
Independent non-executive director |
25 November 2002 |
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| B de L Figaji |
Independent non-executive director |
25 November 2002 |
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| RM Head (British) |
Non-executive director |
1 January 2005 |
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| BJS Hore |
Executive director |
1 December 1999 |
6 May 2004 |
| MM Katz |
Vice-chairman – non-executive director |
4 November 1997 |
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| MJ Levett |
Non-executive director |
1 February 1987 |
31 December 2004 |
| CF Liebenberg |
Chairman – non-executive director |
28 March 1990 |
6 May 2004 |
| JB Magwaza |
Independent non-executive director |
1 October 1996 |
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| ME Mkwanazi |
Independent non-executive director |
20 April 1999 |
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| SG Morris |
Executive director |
1 July 1999 |
23 February 2004 |
| DGS Muller |
Executive director |
1 December 1999 |
6 May 2004 |
| ML Ndlovu |
Vice-chairman – executive director |
1 November 1994 |
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| PF Nhleko |
Independent non-executive director |
25 November 2002 |
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| TH Nyasulu |
Vice-chairman – independent non-executive director |
29 July 2002 |
26 January 2005 |
| JVF Roberts (British) |
Non-executive director |
1 January 2001 |
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| CML Savage |
Independent non-executive director |
1 November 2002 |
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| JH Sutcliffe (British) |
Non-executive director |
10 December 2001 |
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Company Secretary and registered office
The Company Secretary
is Mr GS Nienaber and his address and that of the registered
office are as follows:
Business address |
Postal address |
| Nedcor Limited |
Nedcor Limited |
| Nedcor Sandton |
PO Box 1144 |
| 135 Rivonia Road |
Johannesburg |
| Sandown |
2000 |
| 2196 |
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Property and equipment
There
is no change in the nature of the property and equipment
of the group or in the policy regarding their use during
the year.
Contracts
No contracts in which directors and officers
of the company and its subsidiaries had an interest and that
significantly
affected the affairs or business of the company, or any of
its subsidiaries, were entered into during the year under
review, with the exception of contracts for the sale of Edward
Nathan & Friedland (ENF) and the acquisition of Peoples
Bank minority shareholders interests.
Executive service agreement
Nedcor and Mr MWT Brown entered into an executive
service agreement in terms whereof Mr MWT Brown was appointed Chief
Financial Officer from 17 June 2004. The agreement may,
inter alia, be terminated by either party giving six months notice
in writing, but will in the absence of notice, endure until
the end of the month in which the executive turns 60.
Insurance
The group has placed cover in the London traditional insurance
market up to R1,85 billion in excess of R50 million. Group
captive insurers provide cover for losses that may occur
below the R50 million level, retaining R150 million and
providing an additional R300 million through insurance arrangements
in the South African insurance market.
Subsidiary companies
Details of principal subsidiary companies are reflected
in subsidiary companies of the annual financial statements.
Special resolutions
Nedcor called a general meeting of its shareholders
on 17 March 2004 to obtain approval to increase Nedcor’s
authorised share capital from 350 million to 600 million
ordinary shares and a grant of authority by shareholders
to Nedcor’s directors to place newly authorised but
unissued ordinary shares under the control of the directors
to allot new ordinary shares to meet existing contractual
requirements, to fund the rights issue and the capitalisation
award and to meet Nedcor’s obligations in terms of
the share incentive scheme.
No special resolutions were proposed or passed by Nedcor’s
direct subsidiaries during the year under review.
Proposed change of name
The notice of the annual general
meeting contains a proposed special resolution to change
the name of Nedcor Limited to
Nedbank Group Limited. The proposed change to Nedbank Group
Limited will align the company’s name more closely with
that of its principal operating subsidiary, Nedbank Limited.
In this regard, shareholders’ attention is drawn to
the following:
- existing ordinary share certificates are good for delivery;
- only the long and short name of Nedcor Limited will change
as indicated;
- the JSE share code (NED) and ISIN code (ZAE000004875)
will remain the same; and
- shareholders will not have to surrender their existing
share certificates; nor do dematerialised shareholders
have to take any action.
Post-balance-sheet events
The section 54 approval, to
transfer certain assets and liabilities from Peoples
Bank Limited to Nedbank Limited,
was received from the Minister of Finance during December
2004. The transfer of assets and liabilities to Nedbank
Limited was effected post-balance sheet date on 1 February
2005 and
the Peoples Bank Limited banking licence was rescinded
on that date. Certain assets of R6,7 billion, mainly mortgage
loans, have been retained within the old Peoples Bank
company, which has been renamed Peoples Mortgage Limited.
Directors’ interests
At 31 December the directors’ interests
in ordinary shares in Nedcor Limited were as follows:
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Beneficial |
Non-beneficial |
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Direct |
Indirect |
Indirect |
| Number of shares |
2004
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2003
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2004
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2003
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2004
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2003
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| CJW Ball |
10 000
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204
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| TA Boardman |
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| MWT Brown |
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909
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| WAM Clewlow |
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2 849
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2 000
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| RG Cottrell |
523
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367
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| BE Davison |
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| N Dennis |
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| B de L Figaji |
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| RM Head |
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| MM Katz |
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4 273
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3 000
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| MJ Levett |
17 804
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12 333
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| JB Magwaza |
150
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105
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| ME Mkwanazi |
1 647
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103
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| ML Ndlovu |
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18 299
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12 846
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| PF Nhleko |
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| TH Nyasulu |
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| JVF Roberts |
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| CML Savage |
8 452
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5 863
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| JH Sutcliffe |
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| Total |
38 576
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18 771
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26 330
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17 846
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–
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204
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None of the directors had any direct
non-beneficial interest in the shares of the company
during the year under review.
At 31 December 2004 the directors’ interests
in respect of the non-redeemable, non-cumulative
preference shares of R0,001 each in Nedbank Limited
were as follows:
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Beneficial
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Non-beneficial
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Direct |
Indirect |
Indirect |
| Number of shares |
2004
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2003
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2004
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2003
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2004
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2003
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| CJW Ball |
144 300 |
144 300 |
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| TA Boardman |
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85 000 |
85 000 |
| MWT Brown |
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| WAM Clewlow |
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| RG Cottrell |
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29 363 |
29 363 |
| BE Davison |
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18 700 |
18 700 |
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| N Dennis |
47 500 |
47 500 |
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| B de L Figaji |
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| RM Head |
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| MM Katz |
475 000 |
475 000 |
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105 000 |
105 000 |
| MJ Levett |
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| JB Magwaza |
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| ME Mkwanazi |
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10 000 |
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| ML Ndlovu |
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| PF Nhleko |
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| TH Nyasulu |
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| JVF Roberts |
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| CML Savage |
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212 700 |
212 700 |
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| JH Sutcliffe |
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| Total |
666 800 |
666 800 |
231 400 |
241 400 |
219 363 |
219 363 |
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None of the directors had any direct
non-beneficial interest in the Nedbank preference shares
during the year under review.
There has been no material change in directors’ interests
since 31 December 2004. There are 847 210 (2003:
1 426 830) options outstanding that have been granted
to executive directors in terms of the Nedcor Group
(1994) Employee Incentive Scheme. Refer to the remuneration
report in this report.
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