MINUTES OF THE ANNUAL GENERAL MEETING OF SOUTH WESTERN DISTRICTS NPC (REGISTRATION NUMBER: 2015/136676/08) THAT WAS HELD ON TUESDAY, JULY 25 TH 2017 AT 18:30 AT THE S.P. SWIGELAAR HALL, SWD CRICKET OFFICE COMPLEX, RECREATION GROUND, OUDTSHOORN

PRESENT Appointment

Mr Rudy Claassen (Chairman) President Mr Shael Laminie Vice-President Mr Rustin Constance Independent Director Mr Vaughn Shone Election Officer Mr Corné Bence Executive Member Eden Sport Council

Blanco Cricket Club Mr Vivian Desmond Bongolethu Cricket Club Mr Gcobani Twalo Calitzdorp Young Stars Cricket Club Mr Henry Murphy Dysselsdorp Cricket Club Mr Levesto Le Roux George Cricket Club Mr Arie van Dolderon Hartenbos Cricket Club Mr Micele Febbraio Heidelberg Cricket Club Mr Clive Pretorius Knysna Cavaliers Cricket Club Mr Miles Rigby Kranshoek Cobra’s Cricket Club Mr Arthur Kayster Kwanonqaba Cricket Club Mr Victor Sijaji Mossel Bay Cricket Club Mr Dirk Lewis New Dawn Park Cricket Club Mr Dimitri Carelse Pacaltsdorp United Cricket Club Mr Isaac Felix (Appointed by proxy) Pioneers Cricket Club Mr Juan Windvogel Riversdale Cricket Club Mr Gideon Arendse (Appointed by proxy) Ramblers Cricket Club Mr Verlon Peters Slang River Cricket Club Mr Vernon Evertse Sussex Cricket Club Mr Robert Jansen Thembalethu Cricket Club Mr Luyanda Jantjies Union Stars Cricket Club Mr Calvin Weyers (Appointed by proxy) Western Hope Cricket Club Mr James du Preez (Appointed by proxy) Wilderness Cricket Club Mr John Ruiters

Note: In the absence of the proxies not duly signed the proxies of Riversdale, Union Stars and Western Hope were not considered during the voting process

Mr Jean Neethling SWD Umpires Association Mr Jonathan Carelse SWD School Sport: Cricket Mr Eric Jacobs SWD Scorers Association Ms Michelle Weyers SWD Women’s Cricket Association

ABSENT/APOLOGIES

Albertinia Cricket Club Beaufort West Cricket Club Glen Roses Cricket Club Harlequins Forces Cricket Club Melkhoutfontein Cricket Club Nelson Mandela Metropolitan University (George Campus) Pirates United Cricket Club

ITEM 1: OPENING AND WELCOMING

1. The chairperson opened the meeting and welcomed all the members present at the meeting.

2. Mr Jonathan Carelse opened the meeting with a prayer.

3. The CEO confirmed the names of Members’ present in accordance with the Members Register. At the start of the meeting the members present constitutes a quorum.

4. Apologies. The apologies as presented was noted and listed accordingly.

5. Confirmation. The notice and agenda was circulated via electronic mail as per stipulations and according to the MOI requirement by 4 July 2017.

ITEM 2: PREVIOUS ANNUAL GENERAL MEETING THAT WAS HELD IN OUDTSHOORN ON JULY 30TH 2017.

6. Approval. The minutes of the previous Annual General Meeting that was held in Oudtshoorn on July, 30th 2017 was approved as proposed by Mr Henry Murphy (Calitzdorp Young Stars) and seconded by Mt Andrew Jantjies (Thembalethu)

ITEM 3: BUSINESS OF THE ANNUAL GENERAL MEETING

7. Item 3.1 - Presentation of the Summary of the Financial Statements Report by Mr Shael Laminie. The 2016/2017 financial year was very successful when compared to the previous year. The company recorded a surplus of R 329,395 compared to R 81,917 in the prior year. An increase of 300%.

a. This surplus can be attributed to a number of significant cricket events hosted, as well as special awards from Cricket (CSA). Firstly, the CSA Operational Scorecard Incentive award of R 1,466,800 was a big boost to our cash flow and it also enabled us to incentivize all role players for their hard work and contribution towards the 2nd place achieved on the 2015/2016 scorecard. CSA again awarded all affiliates with R1 mil once-off funding. High profile cricket events like the CSA Africa T-20 Cup, the Franchise Academies Tournament and the CSA U/19 International ODI series against Sri Lanka U/19, presented an opportunity to record substantial surpluses. The CEO together with the local organizing committees for these events must be commended for the management of the costs which enabled the company to maximize surplus without compromising on the quality.

b. The continued support of our sponsors and media partners enabled us to attract additional funding and save on media related expenditure as well as additional capital expenditure. We recorded total sponsorship income for the year off R 556,991 which is R 172,640 more than the previous year. This includes Canon’s R 120,000 as team sponsor for our Africa T-20 Cup campaign. Our effective implementation and monitoring of policies and systems (on governance- as well as management level) ensured that reporting requirements for the 13th and 14th payments from CSA was always met, which ensured prompt receipt of funding.

c. CSA also awarded affiliates with stadium equipment during the past financial year. SWD Cricket NPC benefited to the value of R 1,350,000 in stadium equipment. d. These additional funds enabled the Board to expand our expenditure on operational and amateur cricket programs. More than R 3mil was also spend on capital projects. The company supplied new pitch covers to a number of clubs, made vital upgrades to club practicing facilities for the Hub and RPC programs.

e. Unfortunately the new extended lease agreement with the Oudtshoorn Municipality was not concluded by the end of the 2017 financial year; despite continues engagement with municipality officials by both the CEO, Chairman of the Board of Directors and the Lead-Independent Director. This continues to negatively affect the financial statements. Thankfully we have recently received the draft lease agreement that will be in place for 9 years and 11 months and it should be signed shortly.

f. The financial statements have received an unqualified audit report for the 2016/2017 financial year. He further thanked and congratulated all the role players that contributed in achieving this pleasing outcome; especially the staff directly involved in the finance department.

8. Approval of Financial Statements. Mr Felix objected to the approval of the financial statements based on the response received on the enquiries from Pacaltsdorp United CC regarding the statements. It was confirmed that no other member present had any objections to the response to the answers/replies to the questions as submitted and circulated.

The Financial Statements for 2016/17 was approved as proposed by Mr Jean Neethling (SWD Cricket Umpires Association) and seconded by Mr Miles Rigby (Knysna Cavaliers CC).

9. Item 3.2 - Presentation of the Directors Report by Mr Rudy Claassen (President SWD Cricket and Chairman of the Board). After SWD Cricket recorded outstanding achievements in many areas of their Operational structures in 2015/16 the season under review (2016/17) did not produced the same level of results, but in his Presidential Address, Mr Rudy Claassen reported that the company can still look back on some proud achievements the past season. In comparison with the previous year the results of the Operational Incentive Scorecard are for very disappointing, but we as a Board of Directors is convinced that we can again progress to the top three positions in the country.

In a year of tough financial challenges a profit of R329,395 for the 2016/17 financial year was declared. Capital improvements of R1,889,762 at the stadium was made and stadium equipment to the value of R1,350,000 was procured. In addition, the National Lotteries Commission has allocated R500,000 towards SWD Cricket for various cricket programs.

The second edition of the Africa Cup (Pool B) was hosted by SWD during September 2016 and the union managed to present a very professional event and was also rewarded when awarded the semi-finals and final to SWD. SWD also successfully hosted the first franchise match in Oudtshoorn during January 2017 when the Cobras took on the Highveld Lions in a 4-day Sunfoil match at the REC Ground. It is with great excitement that we are looking forward to the 2017/18 season when the Cobras will have two confirmed Sunfoil series matches and one match scheduled for Oudtshoorn.

He highlighted the inclusion of Jean du Plessis in the SA Colts team and SA Franchise Colts team. SWD Cricket also successfully managed to retain Jean du Plessis as well as other talented players like Todd Walker, Grant Esau, Bailey Aarons and Levin Muller as identified players in their system and concluded a Memorandum of Agreement with the Nelson Mandela University to strengthen relations and operational functionality.

Cricket SA places a huge emphasis on its transformation program with specific reference to the Black African Development program. During the past season SWD produced the first provincial product of our system namely Mthobeli Bangindawo who made his debut for SWD during the . The Board of Directors also expressed its satisfaction with the significant improvement on the Quality of Opportunity reports that emanates from the participation of our provincial representative teams in different competitions.

SWD Cricket successfully presented the CSA Franchise Academies Week in January 2016 and hosted a Youth Series of three matches between the U/19 National teams of South Africa and Sri Lanka. SWD will host the Momentum U/13 National week in December 2017 and CSA Franchise Academies Week in January 2018.

10. Item 3.3 - Audit & Risk Committee (by Mr Rustin Constance). The council, approved the report a tabled by Mr Constance.

Mr Constance confirmed the opinion from the external auditors, Nkonki that the annual financial statements was presented fairly, in all material respects, the financial position of SWD Cricket NPC as at 30 April 2017, and its financial performance and cash flows for the year ended in accordance with International Financial Reporting Standards for Small and Medium-sized Entities, and the requirements of the Companies Act 71, 2008 of South Africa. The external auditors, have not identified any material inconsistencies between their independent report and the audited financial statements.

11. Item 3.4 - Social & Ethics Committee (Mr Andrew Jantjies). The report as presented by the CEO on behalf of Ms Samantha Hendricks was approved as proposed by Mr Pretorius (Heidelberg United CC) and seconded by Mr Lewis (Mossel Bay CC)..

12. Item 3.5 – Directors Remuneration: Special Resolution 2. Special resolution 1 was proposed to enable the Company to comply with the provisions of sections 65(11)(h), 66(8) and 66(9) of the Companies Act, which stipulate that remuneration to Directors for their service as Directors may be paid only in accordance with an approved special resolution.

The rates have been selected to ensure that the remuneration of non- executive Directors remains competitive in order to enable the Company to retain and attract persons of the caliber, appropriate capabilities, skills and experience required in order to make meaningful contributions to the Company. The proposed revised remuneration is considered to be fair and reasonable and in the best interests of the Company.

Special Resolution 1: It was resolved in terms of section 66(9) of the Companies Act, that the following annual remuneration shall be payable to Directors of the Company with effect from 1 May 2017 until the next financial year end, 30 April 2018.”

Meeting Meeting Cell Directors’ & Fees Fees Phone Designation Committee (Board (BoD) (per Fees Committee) per meeting annum) per meeting President and Chairperson of the R22,962.80 R1,000 R500.00 R5,400 Board Vice-President of the General Members R15,102.00 R1,000 R500 R2,400 Council Independent Directors and Non-Independent R 9,303.44 R4,000 R4,000 R2,400 Directors Meeting Meeting Cell Directors’ & Fees Fees Phone Designation Committee (Board (BoD) (per Fees Committee) per meeting annum) per meeting Members on Board Committees R 4,430.60 R500 (Non-Directors)

Convener of Selectors R9,528.00 R1,050

Member of Senior R6,650.60 R7,000 Selection Committee Chairperson of R9,528.00 Associate Bodies Vice-Chairperson R5,955.00 and/or Treasurer of Associate Bodies Executive Committee R4,474.00 member of Associate Bodies

Note: Directors Remuneration as Aligned with Guidelines of King III Report. Directors and members of Board Committees who attended meetings (Board of Directors and Board Committees will be remunerated with a 100% payment of meeting fees as stipulated above.

Where a director/member tendered a written apology and proof of contribution in terms of inputs to a specific meeting is presented such director/member will receive a 50% portion of the meeting fee. The merits of such case – to be determined by the Board of Directors - will be based on the contribution of the director/member absent and will be verified based on information as provided on a standardised template.

In case of Associate Bodies the Executive Committee must held a minimum of one meeting per quarter to qualify for Honoraria. A minimum attendance of 75% is required to qualify for a full honorarium. In the case where a member does not attend 75% of the meetings he/she will receive a pro rate payment.

13. Item 3.6 – Company to Grant Financial Assistance in terms of Section 45 of the Companies Act: Special Resolution 2.

Section 45 of the Companies Act provides, inter alia, that the particular financial assistance must be provided only pursuant to a special resolution, adopted within the previous 2 (two) years, which approved such assistance either for the specific recipient, or generally for a category of potential recipients, and the specific recipient falls within that category and the Board is satisfied that (i) immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test (as contemplated in the Companies Act); and (ii) the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company.

It may be necessary for the Company to provide financial assistance to any of its present Members and/or to any related or inter-related Company or entity. Under the Companies Act, the Company will however require the special resolution referred to above to be adopted.

It is therefore imperative that the Company obtains the approval of Members in terms of this special resolution so that it is able to organize effectively its internal financial administration.

Special Resolution 2: It was resolved that to the extent required by section 45 of the Companies Act, the Board may, subject to compliance with the requirements of the Companies Act and the Company’s MOI, authorize the Company to provide direct or indirect financial assistance to any present related and/or inter-related Company or entity, or any other Company or entity that becomes related or inter-related to the Company, at any time during a period commencing on the date of passing of this resolution and ending at the next AGM.

14. Item 3.7 – Appointment of External Audit Firm: Ordinary Resolution 1. It was resolved that Nkonki, who are independent of the Company, be appointed as the Company’s external auditors for the financial year ending 30 April 2018.

15. Item 3.8 – Appointment of Audit and Risk Committee and its Chairperson (Ordinary Resolution 3). The members of the Audit Committee must be nominated in terms of section 94(2) of the Companies Act. The composition of the Audit Committee must comply with the requirements of the Companies Act and the Regulations under the Companies Act.

The proposed members must meet the requirements of section 94(4) of the Companies Act, e.g. they must have the necessary knowledge, skills, qualifications and experience as prescribed in Regulation 42 of the Companies Act Regulations, 2011, to perform the duties in terms of the Companies Act.

Ordinary Resolution Number 3: It was resolved that Messrs Rustin Constance, Warren Muller and Mr Shael Laminie are re-elected as members of the Audit & Risk Committee with effect from the end of this meeting in terms of section 94(2) of the Companies Act. It was further resolved that Mr. Rustin Constance, who has been appointed as a member of the Audit & Risk Committee, be re-elected as the chairperson of the Audit & Risk Committee.”

16. Item 3.9 – Confirmation of provisional Affiliate Membership to St George’s Cricket Club (Special Resolution 3) An application from St George’s Cricket Club was received. The management conducted an assessment based on structures, governance, management, facilities and sustainability at the respective clubs. A presentation was made with specific reference to compliance matters in terms of the availability of a playing facility for the club. As stipulated in clause 10.8 approval for membership shall be subject to the approval of two thirds of the Members Council.

Special Resolution Number 3: It was resolved that provisional Affiliate Membership of South Western Districts Cricket be awarded to St George’s Cricket Club subject to securing a playing facility for hosting home fixtures.

17. Item 3.10 – Appointment of Independent Directors – Ordinary Resolution Number 4. The positions became vacant in terms of Clause 19.10 of the MOI stipulating that independent directors shall be appointed for a term of 3 (three) years together with a Special Resolution as taken at a Members Council Meeting that was held on 19 March 2015 regarding the Staggering and Tenure of Directors.

The matter on staggering of Directors was debated by Mr Felix. It was however pointed out and agreed that the Members Council approved for this process at a Members’ Council meeting that was held in March 2015.

Ordinary Resolution Number 4: It was resolved that the following candidates as nominated by the Independent Nominations Committee will serve as Independent Directors:

a. Ms Caroline Coetzee b. Ms Jenny Kiewit

The committee did not make an appointment in the Audit and Risk category.

18. Item 3.11 – Appointment of Non-Independent Directors – Ordinary Resolution Number 5. The positions became vacant in terms of Clause 19.10 of the MOI stipulating that independent directors shall be appointed for a term of 3 (three) years together with a Special Resolution as taken at a Members Council Meeting that was held on 19 March 2015 regarding the Staggering and Tenure of Directors.

Ordinary Resolution Number 4: It was resolved that the following candidates as elected will served as Non-Independent Directors:

a. Mr Shael Laminie b. Mr Llewellyn Louw c. Mr Calvyn Scheepers

CLOSING

19. The chairman adjourned the meeting and extended his best wishes for the 2017/18 season.

(R.S. CLAASSEN) (C.A. KENNEDY) PRESIDENT SWD CRICKET CEO As Chairman as Scribe