SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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ASA Limitied
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ASA LIMITED
PADDOCK VIEW
36 WIERDA ROAD WEST
SANDTON 2196, SOUTH AFRICA
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Notice of Annual Meeting of Shareholders
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NOTICE IS HEREBY GIVEN that the Annual Meeting (the Meeting) of
Shareholders of ASA LIMITED (the Company) will be held on Thursday, February 27,
2003, at 10:00 a.m., New York City time, at the offices of UBS PaineWebber, 1285
Avenue of the Americas, 14th Floor, New York, NY, USA, for the purpose of
considering and acting upon the following business:
1. To elect the Company's Board of Directors.
2. To ratify the selection of Ernst & Young LLP and Ernst & Young,
Johannesburg, South Africa as the Company's independent public
accountants for the fiscal year ending November 30, 2003.
3. Such other business as may properly come before the Meeting or
any adjournment thereof.
The Board of Directors has fixed the close of business on February 20, 2003
as the record date for the determination of the shareholders of the Company
entitled to notice of, and to vote at, the Meeting and any adjournments thereof.
ROBERT J.A. IRWIN
Chairman of the Board and Treasurer
January 24, 2003
Each shareholder entitled to vote at the Meeting is entitled to appoint one
or more proxies, who need not be shareholders, to attend the Meeting and to vote
and speak on his or her behalf. It is important that your shares be represented
at the Meeting in person or by proxy; whether or not you expect to attend the
Meeting, please date, sign and indicate voting instructions on the accompanying
proxy and mail it promptly in the enclosed addressed envelope. Any shareholder
who submits a completed proxy form is entitled to attend the Meeting and to vote
in person, should that shareholder decide to do so.
Proxy Statement
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Solicitation and Revocation of Proxies
The enclosed proxy is solicited by the Board of Directors of ASA Limited
(the Company) for use at the Annual Meeting of the Company's shareholders (the
Meeting) to be held on February 27, 2003. The proxy may be revoked by the
shareholder at any given time prior to its use at the Meeting by an instrument
in writing delivered to the United States Secretary, c/o LGN Associates, P.O.
Box 269, 140 Columbia Turnpike, Florham Park, N.J. 07932 or delivered to him at
the Meeting.
The expense of preparing, assembling, printing and mailing the form of
proxy and the material used for the solicitation of proxies will be paid by the
Company. In addition to the solicitation of proxies by use of the mails, the
Company will retain D.F. King & Co., Inc., New York, N.Y. to aid in the
solicitation of proxies. Such solicitation will be by mail and telephone. For
these services the Company will pay D.F. King & Co., Inc. a fee, plus
reimbursement of its out-of-pocket expenses and disbursements, estimated in the
aggregate at approximately $35,000. The Company will also reimburse brokers,
nominees and fiduciaries who are record owners of shares of the Company for the
out-of-pocket and clerical expenses of transmitting copies of the proxy material
to the beneficial owners of such shares. The approximate mailing date of the
proxy statement and form of the proxy will be January 29, 2003.
Voting at the Meeting
Only shareholders of record at the close of business on February 20, 2003
will be entitled to vote except that a person who at least 48 hours before the
Meeting satisfies the directors that he has the right to transfer shares into
his name in consequence of the death or bankruptcy of any shareholder of record
shall be entitled to vote such shares. Proof of any such right should be
presented to the United States Secretary, c/o LGN Associates, P.O. Box 269, 140
Columbia Turnpike, Florham Park, N.J. 07932. There are 9,600,000 shares of the
Company outstanding, each of which is entitled to one vote. Each valid proxy
received in time will be voted at the Meeting in favor of each proposal except
as contrary instructions are indicated, in which event such instructions will be
followed.
The Company does not know of any beneficial owner of more than five percent
of the Company's outstanding shares.
The Annual Report of the Company for the fiscal year ended November 30,
2002, including financial statements, accompanies this proxy statement and will
also be mailed to each person who becomes a registered shareholder of the
Company on or before February 20, 2003.
Quorum
The Company's organizational documents provide that the presence at a
shareholder meeting, in person or by proxy of holders of a majority of the
shares of the Company then issued and outstanding and entitled to vote
constitutes a quorum at all general meetings. In addition, the South African
Companies Act No. 61 of 1973 (the Companies Act) requires that three
shareholders entitled to vote at the meeting be present personally to constitute
a quorum. Thus, the Meeting cannot take place on its scheduled date if less than
a majority of the outstanding shares entitled to vote are represented or if
three such shareholders are not present personally. If, within half an hour from
the time scheduled for the Meeting, a quorum of shareholders is not present, the
Meeting shall stand adjourned to the same day the next week at the same time and
place, or to such other day, time and place as the directors may by notice to
the shareholders appoint. If a quorum is present but sufficient votes in favor
of any of the items are not received, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further soliciting of proxies
from the Company's shareholders. Any such adjournment will require the
affirmative vote of the holders of a majority of the shares that are represented
(in person or by proxy) at the Meeting to be adjourned. The persons named as
proxies will vote in favor of any such adjournment if they determine that such
adjournment and additional solicitation are reasonable and in the interest of
the shareholders.
In tallying shareholder votes, abstentions and "broker non-votes" (i.e.,
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have discretionary voting power on a particular
matter) will be counted for purposes of determining whether a quorum is present
for purposes of convening the Meeting, but will not be counted as "votes cast,"
and, thus will have no effect on the result of the vote.
Proposal 1: Election of Directors
Unless contrary instructions are given, the persons named in the enclosed
proxy will vote such proxy for the election of the nominees listed below to
serve as directors of the Company until the next Annual Meeting of Shareholders.
Each nominee was elected to serve as a director of the Company at the Annual
Meeting of Shareholders held on February 1, 2002. Each nominee has consented to
serve if elected. In the event that any of the nominees is unable or declines to
serve as a director, an event which the management of the Company does not
anticipate, proxies may be voted at the Meeting for the election of another
person in his stead. The following is a list of each nominee, their age,
address, principal occupations and present positions, including any affiliations
with the Company, the length of service to the Company and any other
directorships held.
Position, Term of Office(2) Principal Occupation
Name, Address(1) and Age and Length of Time Served During Past Five Years Other Directorships
------------------------ ------------------------- ---------------------- -------------------
Interested Directors*:
Robert J.A. Irwin, 75 Chairman of the Board Chairman of the Board Former director,
since 1993; Treasurer since 1993; Treasurer President and
since February 1999; since February 1999; Chief Executive
Director since Director since Officer of Niagara
February 1987 February 1987 Share Corporation.
Chester A. Crocker, 61 Director since February James R. Schlesinger Director of: Ashanti
1996; United States Professor of Strategic Goldfields, Ltd.; First
Secretary since Studies, School of Foreign Africa Holdings Ltd.
February 1999 Service, Georgetown and Modern Africa
University; President Growth & Income Fund
of Crocker Group (private equity fund);
(consultants). Chairman and Director of
United States Institute
of Peace.
Ronald L. McCarthy, 69 Director and Managing Director and Managing None
Director since Director of the Company
February 1988; since February 1988;
South African Secretary South African Secretary
since November 2001 since November 2001
Independent Directors:
Henry R. Breck, 65 Director since 1996 Chairman and director of Director of Butler
Ark Asset Management Capital Corp.
Co., Inc. (registered
investment adviser)
Harry M. Conger, 72 Director since 1984 Chairman and CEO Director of Apex Silver
Emeritus of Homestake Mines (silver mining
Mining Company company), Trustee of
the California Institute
of Technology.
Joseph C. Farrell, 67 Director since 1999 Chairman, President Director of
and CEO of The Universal Corporation.
Pittston Company.
2
Position, Term of Office(2) Principal Occupation
Name, Address(1) and Age and Length of Time Served During Past Five Years Other Directorships
------------------------ ------------------------- ---------------------- -------------------
James G. Inglis, 58 Director since 1998 Chairman of Melville None
Douglas Investment
Management (Pty) Ltd.
Malcolm W. MacNaught, 65 Director since 1998 Former Vice President and Director of Meridian
Portfolio Manager at Gold Corporation.
Fidelity Investments.
Robert A. Pilkington, 57 Director since 1979 Investment banker and Director of Avocet
Managing Director of UBS Mining PLC.
Warburg LLC or
predecessor companies
since 1985.
A. Michael Rosholt, 82 Director since 1982 Chairman of the National Former Chairman of
Business Initiative Barlow Rand Limited
(South Africa), a (financial, industrial and
non-profit organization. mining corporation).
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(1) The address for each director is c/o LGN Associates, P.O. Box 269, Florham
Park, NJ 07932.
(2) Each director serves as a director of the Company until the next annual
meeting of shareholders.
* An "interested person" of the Company, as such term is defined in the
Investment Company Act of 1940, by reason of being an officer of the
Company.
The total number of shares of the Company owned by officers and directors
of the Company on November 30, 2002 was 11,000, which constituted less than 1%
of the Company's outstanding shares.
Name Aggregate Dollar Range of Securities Owned in Company
---- -----------------------------------------------------
Interested Directors:
Robert J.A. Irwin Over $100,000
Ronald L. McCarthy* None
Chester A. Crocker $10,001 - 50,000
Independent Directors:
Henry R. Breck $10,001 - 50,000
Harry M. Conger $10,001 - 50,000
Joseph C. Farrell $10,001 - 50,000
James G. Inglis* None
Malcolm W. MacNaught $50,001 - 100,000
Robert A. Pilkington Over $100,000
A. Michael Rosholt* None
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* As residents of South Africa, Messers. McCarthy, Inglis and Rosholt are
prohibited by the Company's Articles of Association from owning any shares of
the Company.
3
Required Vote: The election of Directors requires the affirmative vote of a
majority of the shares represented at the meeting.
The Directors unanimously recommend that you vote FOR Proposal No. 1.
The Board has an Audit Committee, a Compensation Committee and an Ethics
Committee, but does not have a Nominating Committee. The Audit Committee acts
pursuant to a written charter and is responsible for overseeing the Company's
accounting and financial reporting policies, practices and internal controls.
The Audit Committee currently consists of Messrs. MacNaught (Chairman),
Pilkington and Rosholt. Messrs. MacNaught, Pilkington and Rosholt are all
independent as defined in Section 303.01 of the NYSE's listing standards. The
Audit Committee's duties are, (a) to review the financial and accounting
policies of the Company, including internal accounting control procedures, and
to review reports prepared by the Company's independent accountants; (b) to
review and recommend approval or disapproval of audit services and the fees
charged for the services; (c) to evaluate the independence of the independent
accountants and to recommend whether to retain the independent accountants for
the next fiscal year; and (d) to report to the Board and make such
recommendations as it deems necessary. The Audit Committee met between the
Company's fiscal year end and the record date to review the audited financial
statements of the Company. Attached as Exhibit A is a copy of the Audit
Committee's Report with respect to the audited financial statements. All members
of the Audit Committee attended that meeting.
The current members of the Compensation Committee are Messrs. Conger
(Chairman), Inglis and Pilkington. The function of the Compensation Committee is
to make recommendations regarding the salaries of officers of the Company. The
current members of the Ethics Committee are Messrs. Farrell (Chairman), Breck
and Crocker. The function of the Ethics Committee is to ensure compliance by the
directors and access persons with the Company's Code of Ethics and Rule 17j-l
under the Investment Company Act of 1940.
During the fiscal year ended November 30, 2002 there were four meetings of
the Board of Directors, three meetings of the Audit Committee, one meeting of
the Compensation Committee and four meetings of the Ethics Committee. All of the
directors attended more than 75% of the meetings.
Executive Officers
The current executive officers of the Company are Mr. Irwin, who has been
Chairman of the Board since February 1993 and Treasurer since February 1999, Mr.
McCarthy, who has been Managing Director since November 1988 and South African
Secretary since November 2001 and Mr. Crocker who has been United States
Secretary since February 1999. Executive Officers are elected at the first Board
of Directors' meeting after each annual meeting of shareholders to serve for the
ensuing year.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
The Company does not know of any person, who was a director, officer or
beneficial owner of more than 10% of the Company's shares who failed to file on
a timely basis, during the fiscal year ended November 30, 2002, reports required
by Section 16(a) of the Securities Exchange Act of 1934.
ASA Educational Trust
The ASA Educational Trust (the Trust) was formed by a Deed of Trust between
the Company and the Trust in February 1988. The purpose of the Trust is to
assist in the education and training of students in South Africa through the
granting of scholarships, bursaries and/or stipends for use at institutions for
secondary and tertiary education.
During the fiscal year ended November 30, 2002, the Company contributed
$80,775 to the Trust.
4
Director/Officer Compensation
Each non-South African director receives an annual fee of $15,000 for his
services as a director and a fee of $1,000 for each Board meeting that he
attends. Each South African director receives the rand equivalent of $15,000 as
an annual fee for his services as a director and the rand equivalent of $2,000
for each Board meeting that he attends. In addition, directors receive a meeting
fee of $1,000 for each committee meeting attended during the year. The Company
pays to any retired director who served as a director for at least twelve years
an annual retainer equal to 75% of the annual directors' fee from time to time
in effect. Directors retiring after attaining the age of 70 are entitled to such
retainer for life; directors retiring prior to attaining such age are entitled
to such retainer for the lesser of life or the number of years they served as a
director.
A summary of the compensation and benefits for the directors, and for each
of the officers having aggregate compensation from the Company for the fiscal
year ended November 30, 2002 in excess of $60,000, is shown below:
Pension or
Retirement
Benefits Estimated Total
Aggregate Accrued As Annual Compensation
Compensation Part of Benefits From Company
Name of Person from Company Upon Paid for
& Position Company Expenses(1) Retirement(2) Directors
-------------- ------------- ------------ ------------- -------------
Interested Directors:
Robert J.A. Irwin, $220,250 $31,250 $42,500 $19,000
Chairman, Chief Executive
Officer, Treasurer and Director
Ronald L. McCarthy, $ 73,000 -- $11,250 $23,000
Managing Director,
South African Secretary
and Director
Chester A. Crocker, $ 23,000 -- $11,250 $23,000
United States Secretary
and Director
Independent Directors:
Henry R. Breck, $ 23,000 -- $11,250 $23,000
Director
Harry M. Conger, $ 20,000 -- $11,250 $20,000
Director
Joseph C. Farrell, $ 23,000 -- $11,250 $23,000
Director
James G. Inglis, $ 22,000 $11,250 $22,000
Director
Malcolm W. MacNaught, $ 20,000 -- $11,250 $20,000
Director
Robert A. Pilkington, $ 23,000 -- $11,250 $23,000
Director
A. Michael Rosholt, $ 24,000 $11,250 $24,000
Director
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(1) The amount shown is the amount payable under an annuity policy for the
benefit of Mr. Irwin purchased by the Company in fiscal 1993 at an annual
cost to the Company of $25,000 per year for five years. Effective May 1,
2001 the annual cost to the Company increased to $31,250 per year.
(2) All directors qualify to receive retirement benefits if they have served
the Company for at least twelve years prior to retirement. The amount shown
for each director is the total benefits which are or would be payable to
such person assuming such director had served twelve years as of November
30, 2002. The amounts shown for Mr. Irwin include the retirement benefits
payable to him as a director and the amounts paid or payable to him under
annuity contracts purchased for his benefit by the Company (see (1) above).
5
Proposal 2: Ratification of the Selection of Independent Public Accountants
The Company's Board of Directors has selected Ernst & Young LLP and Ernst &
Young, Johannesburg, South Africa as the Company's independent public
accountants to audit the accounts of the Company for the fiscal year ending
November 30, 2003. The Board has directed the submission of their selection to
shareholders for ratification. Ernst & Young LLP and Ernst & Young,
Johannesburg, South Africa have no direct or indirect interest in the Company,
except in their capacity as the Company's independent public accountants.
On July 25, 2002, Arthur Andersen LLP was dismissed as independent public
accountant for the Company. Ernst & Young LLP was selected as the Company's
independent public accountant on July 25, 2002. The Company's selection of Ernst
& Young LLP as its independent public accountant was recommended by the
Company's Audit Committee and was approved by the Company's Board of Directors.
The reports on the financial statements audited by Arthur Andersen for the
years ended November 30, 2001 and November 30, 2000 for the Company did not
contain an adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles. There were no
disagreements between the Company and Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
Arthur Andersen, would have caused it to make reference to the subject matter of
the disagreements in connection with its reports on the financial statements of
such years.
During the fiscal year ended November 30, 2002, fees billed or expected to
be billed by Ernst & Young LLP or Ernst & Young, Johannesburg, South Africa for
the audit of the Company's financial statements for such year total $77,000. No
fees were billed or are expected to be billed for financial information systems
design and implementation or for any other fees.
The Company's Audit Committee reviewed the services provided by Ernst &
Young LLP and Ernst & Young, Johannesburg, South Africa and the fees billed for
such services, if any, and determined that Ernst & Young LLP and Ernst & Young,
Johannesburg, South Africa are each independent of the Company.
A representative of Ernst & Young LLP is expected to be present at the
meeting with the opportunity to make a statement if he or she desires to do so
and is expected to be available to respond to appropriate questions. A
representative of Ernst & Young, Johannesburg, South Africa will not be present
at the meeting but will be available in the event any matter requires his or her
attention.
Required Vote: The ratification of the selection of the Company's independent
public accountants requires the affirmative vote of a majority of the shares
represented at the meeting.
The Directors unanimously recommend that you vote FOR Proposal No. 2.
Shareholder Proposals
In order for a shareholder proposal to be included in the Proxy Statement
and Proxy for the 2004 Annual Meeting the proposal must be received no later
than September 26, 2003.
In the case of a shareholder who wishes to present a proposal for
consideration at the 2004 Annual Meeting without inclusion of such proposal in
the Company's Proxy Statement and Proxy, unless notice of such proposal is
received by the Company no later than December 10, 2003, management proxies
would be allowed to use their discretionary authority to vote on such proposal.
Other Matters
The management of the Company knows of no other business which will be
presented for consideration at the Meeting, but should any other matters
requiring a vote of shareholders arise, the persons named in the enclosed proxy
will vote thereon in accordance with their best judgment.
ASA LIMITED
ROBERT J.A. IRWIN
Chairman of the Board and Treasurer
January 24, 2003
6
Exhibit A
Audit Committee Report
ASA Limited
The Audit Committee of the Board of Directors of ASA Limited (the Company)
has reviewed the Company's audited financial statements for the fiscal year
ended November 30, 2002. In conjunction with its review, the Audit Committee has
met with the management of the Company to discuss the audited financial
statements. In addition, the Audit Committee has discussed with the Company's
independent auditors, Ernst & Young LLP, the matters required pursuant to SAS 61
and has received the written disclosures and the letter from Ernst & Young LLP
required by Independence Standards Board Standard No. 1. The Audit Committee has
also discussed with Ernst & Young LLP the independence of Ernst & Young LLP.
Based on this review and discussion, the Audit Committee recommended to the
Company's Board of Directors that the audited financial statements be included
in the Company's Annual Report for the fiscal year ended November 30, 2002 for
filing with the Securities and Exchange Commission.
This report has been approved by all of the members of the Audit Committee
(whose names are listed below), each of whom has been determined to be
independent pursuant to New York Stock Exchange Rule 303.01.
Malcolm W. MacNaught (Chairman)
Robert A. Pilkington
A. Michael Rosholt
A-1
P R O X Y
ASA LIMITED
This Proxy is Solicited on Behalf of the Board of Directors
The signer on the reverse side of this proxy, a shareholder of ASA Limited,
hereby appoints Henry R. Breck and Lawrence G. Nardolillo, and each of them,
proxies with power of substitution, to vote at the Annual Meeting of
Shareholders of the Company to be held on February 27, 2003, and all
adjournments thereof, all shares of the Company standing in his name.
The shareholder may here write the name of a proxy of his own choice to vote his
shares__________________________________________________________________________
________________________________________________________________________________
The shareholder may here write the name of an alternate proxy___________________
________________________________________________________________________________
A majority of said proxies, or their substitutes, who shall be present and
acting at said meeting (or in case but one shall be present and acting, then
that one) shall have and may exercise all the powers of said proxies hereunder.
Each shareholder entitled to vote at the meeting is entitled to appoint one or
more proxies, who need not be shareholders, to attend the meeting and to vote
and speak on his behalf.
Whether or not you expect to attend the meeting you are requested to date and
sign this proxy and mail it promptly in the enclosed envelope.
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SEE REVERSE
SIDE
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^ FOLD AND DETACH HERE ^
Annual
Meeting of
Shareholders
ASA LIMITED
February 27, 2003, 10:00 A.M.
UBS PaineWebber
1285 Avenue of the Americas
14th Floor
New York, NY 10020
[X] Please mark your |
votes as in this | 0224
example. |_____
This proxy when properly executed will be voted in the manner directed. In case
no instructions are given as to any items set forth in this proxy, this proxy
shall be deemed to grant authority to vote in favor of such items, and in the
discretion of the proxies named herein, upon other matters that may properly
come before the meeting.
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The Board of Directors recommends voting "FOR" Proposals 1 and 2.
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Nominees for Director
R.J.A. Irwin, H.R. Breck,
H.M. Conger, C.A. Crocker,
J.C. Farrell, J.G. Inglis,
R.L. McCarthy, M.W. MacNaught,
R.A. Pilkington, A.M. Rosholt
INSTRUCTIONS
To vote against any individual cross his name with an X; to abstain strike
a line through his name.
FOR AGAINST ABSTAIN
1. Election of Directors [ ] [ ] [ ]
2. Appointment of Independent Accountants [ ] [ ] [ ]
FOR AGAINST ABSTAIN
a. Ernst & Young LLP [ ] [ ] [ ]
b. Ernst & Young, Johannesburg, South Africa [ ] [ ] [ ]
SIGNATURE(S)_________________________________ DATE__________
NOTE: Please sign exactly as name appears
hereon. Joint owners should each sign. When
signing as Executor, Administrator, Trustee
or Guardian, please give full title as such.
^ FOLD AND DETACH HERE ^
IMPORTANT: PLEASE VOTE, DATE AND SIGN YOUR
PROXY AND RETURN IT IN THE ENVELOPE PROVIDED