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Directors' reportfor the year ended 30 September 2013 Nature of business Barloworld Limited (Barloworld or company) is a registered holding company for a group that is a distributor of leading international brands providing integrated rental, fleet management, product support and logistics solutions. Barloworld comprises businesses that fit the strategic profile above, meet strict performance criteria and demonstrate good growth potential. Barloworld maintains a primary listing on the main board of the JSE Limited. The company also has secondary listings on the London and Namibia stock exchanges. The company comprises the following main operations:
Financial results The summary of the consolidated annual financial statements for the year ended 30 September 2013 are set out on pages 100 to 108 of the integrated report. The consolidated annual financial statements are available on the company’s website, www.barloworld.com. Audit committee report The report of the audit committee in terms of section 94(7) of the Companies Act 71 of 2008, as amended (the Companies Act), for the year ended 30 September 2013 is available on the company’s website, www.barloworld.com. Year under review The year under review is covered in the chairman, chief exective and finance director’s reports in the integrated report 2013. Share capital The authorised share capital of the company as at 30 September 2013 is as follows:
The issued share capital of the company as at 30 September 2013 is as follows:
Further details of the authorised and issued share capital, appear in note 13 of the annual financial statements. Dividends Details of the dividends and distributions declared and paid are shown in the annual financial statements which are also available online at www.barloworld.com. The directors concluded that the company would be both solvent and liquid subsequent to such dividend declarations. Acquisitions and disposals Barloworld and certain of its subsidiaries concluded an agreement in November 2012 with Caterpillar Global Mining LLC to acquire assets and assume liabilities in respect of the Bucyrus distribution and support business in our Caterpillar dealership territories in Russia. Controlling equity interest in the Manline group Barloworld Logistics (Pty) Limited acquired a controlling equity interest in the Manline group, a diversified logistics business specialising in transport and other logistics solutions throughout southern Africa. The acquisition is in line with the company’s strategy to build a leading, integrated logistics business and gives Barloworld Logistics an expanded platform to grow its transport business across southern Africa. Disposals In May 2013 Barloworld successfully concluded the sale of the shares in its Belgian Materials Handling business through a management buyout. Directors Biographical notes of the current directors are given in the full corporate governance report of the integrated report available on the company’s website www.barloworld.com. Details of directors’ remuneration, forfeitable shares, share appreciation rights and options appear in the consolidated annual financial statements. Changes in directorate G Rodriguez de Castro Garcia de los Rios having reached retirement age, retired from the board at the annual general meeting (AGM) held 23 January 2013. A Landia was appointed as an independent non-director with effect from 1 October 2013. According to the company’s memorandum of incorporation (MOI), at the forthcoming AGM the below directors retire by rotation. All retiring directors are eligible and, with the exception of TH Nyasulu, they have offered themselves for re-election. TH Nyasulu has indicated that she will retire at the AGM on 29 January 2014. The company’s MOI and the Companies Act state that a director appointed by the board to fill a vacant seat will serve as a director of the company on a temporary basis until the vacancy has been filled by election at the next AGM. Accordingly, the following directors will retire at the AGM for re-election and election by shareholders: CB Thomson Company secretary and registered office The company secretary is Lerato Manaka and her address and that of the registered office are:
Auditors Deloitte & Touche continued in office as auditors for the company and its subsidiaries At the forthcoming AGM, pursuant to the requirements of the Companies Act, shareholders will be requested to reappoint Deloitte & Touche as the registered independent external auditors of Barloworld Limited, and to confirm Mr Graeme Berry as the designated lead independent external auditor. Insurance The group placed cover in the London and South African traditional insurance markets up to R2 billion in excess of R17.5 million. Group captive insurers provide cover for losses that may occur below the R17.5 million level, retaining R30 million in the aggregate. Subsidiary companies Details of principal subsidiary companies appear in the consolidated annual financial statements. Special resolutions The following significant special resolutions were passed by subsidiaries of Barloworld Limited since the date of the previous directors’ report: Financial assistance in terms of section 45 of the Companies Act Barloworld is a listed holding company with a large number of subsidiary companies which together comprise the Barloworld group of companies. The subsidiaries are from time to time required to provide financial assistance to companies within the group including related and inter-related companies in the form of operational loan funding, credit guarantees and general financial assistance as contemplated in section 45 of the Act. Adoption of new MOI in terms of section 16 of the Companies Act The subsidiaries adopted new MOI in substitution for the existing MOI in order to align the company’s MOI with the requirements of the Companies Act. International Financial Reporting Standards (IFRS) The company’s financial statements were prepared in accordance with IFRS. Corporate governance The summary report on the corporate governance and the application of the principles of King III for the year ended 30 September 2013 is set out on pages 110 to 122 of the integrated report. The detailed corporate governance report is available on the company’s website, www.barloworld.com. Going concern The directors consider that the company has adequate resources to continue operating for the foreseeable future and that it is therefore appropriate to adopt the going concern basis in preparing the company’s financial statements. The directors have satisfied themselves that the company is in a sound financial position and that it has access to sufficient borrowing facilities to meet its foreseeable cash requirements. Major shareholders Shareholders holding beneficially, directly or indirectly, in excess of 3% of the issued share capital of the company at 30 September 2013 are detailed on page 122 of the integrated report. Events after the reporting period No material events have occurred between the date of these financial statements and the date of approval, the knowledge of which would affect the ability of the users of these statements to make proper evaluations and decisions |
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