Directors’ Report
 
1. Nature of business

The Company conducts all classes of short term insurance business in the Republic of South Africa. Botswana Eagle Insurance Company Limited and Eagle Insurance Company Limited (Zimbabwe) conduct all classes of short term insurance in Botswana and Zimbabwe respectively. Details of investments in subsidiaries and associated companies are set out in Affiliated Companies.
 

2. Operations in 2004

The results for the year are set out in the financial statements and commented on in the Chairman’s and Managing Director’s Report.

3. Dividends

Special Dividend
The Directors have declared a special dividend for 2004 of 2,300 cents per share.

Normal Dividend
The Directors have declared a final dividend of 470 cents per share (2003: 300 cents per share) giving a total of 650 cents per share for the year (2003: 450 cents per share).

4. Directors and management

Mr MC South was appointed to the Board with effect from 28 July 2004.

Non-Executive Directors
GM Riddell ACA BA Oxon Chemistry (48)
Chairman. Appointed to the Board in 2003.
90 Fenchurch Street, London EC3M 4JX, United Kingdom.

MC South (40)
Director. Appointed to the Board in 2004.
90 Fenchurch Street, London EC3M 4JX, United Kingdom.

Independent Non-Executive Directors
JL Pamensky CA (SA) OMSG (74)
Director. Appointed to the Board in 1988 having previously served on the Board from 1973 to 1976.
International Financial Services, Park Ridge Office Park, 61 Empire Road, Parktown, 2193.

JPG de Rauville CA (SA) (63)
Director. Appointed to the Board in 1983.
2 Morningside Road, Morningside, Durban, 4001.

PT Martin CA (SA) (71)
Director. Appointed to the Board in 1986. Held the position of Managing Director from 1988 to 1998.
13 Baye du Bois, Baviaanskloof Road, Houtbay, 7806.

Executive Directors
NV Beyers ACII AMP (Harvard) (57)*
Managing Director. Joined in 1971. Appointed Managing Director in 1998.
SA Eagle House, The Braes, 193 Bryanston Drive, Bryanston, 2021.

JM Carter BSc FCA (55)*
Deputy Managing Director. Joined in 1994. Appointed Deputy Managing Director in 1998. SA Eagle House, The Braes, 193 Bryanston Drive, Bryanston, 2021.

Audit Committee
JL Pamensky (Chairman)
KR Allen
JPG de Rauville
PT Martin

Remuneration Committee
GM Riddell (Chairman)
PT Martin

Investment Committee
PT Martin (Chairman)
NV Beyers
R Bollag
JM Carter

Company Executives
DM Burton ACII (56)*
General Manager – Sales & Marketing. Joined in 1986. Appointed General Manager in 1998.
SA Eagle House, The Braes, 193 Bryanston Drive, Bryanston, 2021.

B Coetsee BJuris LLB Dip. Corporate Law (34)
Head: Legal & Compliance and Group Secretary. Joined in 2003. Appointed as Company Secretary in 2004.
SA Eagle House, The Braes, 193 Bryanston Drive, Bryanston, 2021.

TJA de Koster BSc BCompt BCom (Hons) CA (SA) (35)
Group Financial Controller. Joined in 1999. Appointed as Group Financial Controller in 2004.
SA Eagle House, 70 Fox Street, Johannesburg, 2001.

HC Ehlers FCII (52)*
General Manager – Operations Support. Joined in 1986. Appointed General Manager in 2000.
SA Eagle House, The Braes, 193 Bryanston Drive, Bryanston, 2021.

JF Martins BCom CIA (40)
Group Internal Auditor. Joined in 1997. Appointed Group Internal Auditor in 1999.
SA Eagle House, 70 Fox Street, Johannesburg, 2001.

M Merkofer-Naidoo BA LLB MAP (36)
Marketing Manager. Joined in 1996. Appointed Marketing Manager in 2001.
SA Eagle House, 70 Fox Street, Johannesburg, 2001.

MT Neille MBA (43)*
General Manager – Information Technology. Joined in 1995. Appointed General Manager in 2001.
SA Eagle House, The Braes, 193 Bryanston Drive, Bryanston, 2021.

GG Rothmann MBA (42)
Eagle Scape: Manager. Joined and appointed to current position in 2003.
Eagle View, 271 Surrey Avenue, Ferndale, Randburg, 2194.

C Schmidt BCom (Hons – Actuarial Science) FIA (34)
SA Eagle Risk Financing and SA Eagle Life: Executive Director. Joined and appointed to current position in 2003.
SA Eagle House, 70 Fox Street, Johannesburg, 2001.

CN Zungu BCom (48)*
General Manager – People Management. Joined and appointed to current position in 2000.
SA Eagle House, The Braes, 193 Bryanston Drive, Bryanston, 2021.

* Executive Management Committee Member

5. Directors’ shareholding

The aggregate shareholding of Directors of the Company is as follows:

 1 January 2004  Fully paid shares  31 December 2004
 1,600  Indirect Beneficial  –
 1,000  Indirect 
 Non–Beneficial		  1,000
 Breakdown:       
 Indirect Beneficial:    
 Shareholder  1 January 2004  31 December 2004
 Pamet Investments (Proprietary) Limited
 (JL Pamensky)		  1,600  –
 Indirect Non-Beneficial:    
 Shareholder  1 January 2004  31 December 2004 
 GM Riddell  200  200
 NV Beyers  300  300
 JM Carter  200  200
 JPG de Rauville  100  100
 PT Martin  100  100
 JL Pamensky  100  100

Since the end of the financial year to the date of this report, the interests of Directors remained unchanged.
 

6. Secretary

The Company Secretary is Ms B Coetsee. Her business and postal addresses are:

SA Eagle House PO Box 61489
The Braes Marshalltown, 2107
193 Bryanston Drive Telephone: 011 540 4000
Bryanston, 2021 Facsimile: 011 540 4444

 

7. Holding and ultimate holding company

The immediate holding company is SA Fire House Limited, incorporated in South Africa, which directly and indirectly owns 83.6% (2003: 83.6%) of the issued and fully paid share capital. The ultimate holding company is Zurich Financial Services, incorporated in Switzerland.

8. Code of corporate practices and conduct

The Board considers that the Company complies with the recommendations of the Code of Corporate Practices and Conduct included in the King II Report on Corporate Governance.