BAMBURI CEMENT PLC
MINUTES OF THE 72ND ANNUAL GENERAL MEETING OF THE COMPANY HELD VIRTUALLY THROUGH THE C&R GROUP VIRTUAL AGM PLATFORM ON THURSDAY, 15TH JUNE 2022 AT 2.30 P.M.
PRESENT: | ||
Directors: | ||
Dr. John Simba | - | Chairman |
Mohit Kapoor | - | Group Managing Director |
Eugene Antera | - | Group Finance Director |
Jean-Michel Pons | - | Managing Director, Hima Cement |
Austin Ouko | - | Non-Executive Director |
Alice Owuor | - | Non-Executive Director |
Dr. Helen Gichohi | - | Non-Executive Director |
Rita Kavashe | - | Non-Executive Director |
Mbuvi Ngunze | - | Non-Executive Director |
Rajesh Surana | - | Non-Executive Director |
Sonal Shrivastava | - | Non-Executive Director |
Waeni Ngea | - | Company Secretary |
Shareholders:
Shareholders present in person: 321 - see attached Annexure 1
Shareholders present via proxy: 9 - see attached Annexure 1
IN ATTENDANCE:
Denis Mugisha | - | Ernst & Young LLP, Auditors |
Kevin Wakwaya | - | Rachier & Amollo LLP, Legal & Compliance Auditor |
Kerry-Ann Makatiani - | C&R Group, Share Registrar | |
Muhoya Chege | - | C&R Group, Share Registrar |
- CHAIRMAN'S REMARKS
The 72nd Annual General Meeting commenced with opening remarks from the Chairman who then proceeded to introduce members of the Board and the Company's key partners present. He also noted the presence of the Company's management. - CONFIRMATION OF A QUORUM
The Company Secretary tabled the proxies received and confirmed that a total number of 1,712 shareholders holding 305,929,613 shares whichrepresented 84.29% of the issued shares had registered to participate in the virtual AGM. The meeting was deemed properly convened and constituted.
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- NOTICE CONVENING THE MEETING
The Company Secretary confirmed that the notice convening the meeting was published on 19th May 2023 in the local dailies and Company's website as required. The notice was taken as read. - DIRECTORS REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2022
The Report of the Directors and the Audited Financial Statements for the year ended 31st December 2022 which were contained in the integrated Annual Report availed on the
Company's website were received and taken as read.
Group Managing Director's Presentation
Mr. Mohit Kapoor briefly took shareholders through the Company's business activity and performance highlights.
He pointed out that the Company focused on five areas during the year as follows: - Promotion of Professionalism in the construction sector;
The Company engaged over 1 million end-users such as builders, contractors and homeowners to discuss issues such as Demystifying real and perceived complexities of building, Professional construction practices and Product benefits and applications at various stages. These conversations were held in various digital platforms, together with product demonstrations and on-site and in-class training. - Production Innovation
- Promotion of Professionalism in the construction sector;
In 2022 the Company launched TectorCeram - a ready-to-use dry mortar product range in Kenya and Uganda. The Company also launched Eco-labeled 4 Cement brands in Kenya and these brands have achieved more than 30% less carbon emission.
- Partnership with Large Contractors in construction of major infrastructural projects The Company supplied Cement to numerous infrastructure and building projects within the region such as Dongo-KunduBypass, Makupa Causeway Bridge, Entebbe Airport Expansion Project, Railway Line from Namave to Tororo, Kikagati Hydro Dam, Kampala- Mpigi Expressway Project and Achwa Hydro Dam.
- Sustainability Goals, and Social Initiatives,
The MD reiterated the Company's commitment and actions taken by the company in achieving the sustainability goals on Climate Change, Circular Economy, Nature and Bio- Diversity, People and Human Rights, Sustainable Procurement, Customer, Product & Innovation and Business Ethics and Compliance.
The Company also took up Community-centered Corporate Social Initiatives (CSI) such as a donation of KES 10M in education scholarships to over 155 Students in 8 Regions in Kenya & Uganda; donated KES 2M to improve infrastructure for schools e.g. paved Kilimani Primary School Visually Impaired Unit; Cleaned up over 1700kg of solid waste from Mtopanga River and Care was provided for over 3500 Children and over 1500 mothers Under the Mother Child Health & HIV program.
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- Human Rights & Stakeholder Relations
On Human Rights and Stakeholder Engagements the Company Conducted Human Rights Impact Assessments for cement plants in Kenya, engaged County Government and local community on Matuga project and also the National Government, Trade Associations on policies impacting business.
Financial Performance
The MD reported that the year 2022 was challenging for the Company and the overall turnover was rather flat despite the market construction that was experienced during theelection period in the second half of the year and there was also industrial disruptions in Uganda in the 1st Half of the Year. The Operating Profit was also adversely affected primarily due to high cost of raw materials, inflation and disruptions in the global supply chain. The margins were therefore affected and the increase in cement prices was not able to cushion the business against the adverse effects. In regard to dividend payment, the Company as a principle always endeavors to pay the total EPS to the Shareholders as dividends and that is what will be paid.
The future of the Company is however bright despite the continuing challenging macroeconomic environment. The Company's stable industrial performance and better cost management initiatives are helping in steering the Company in the right direction. The Company has taken the relevant steps to reduce the power costs by investing in the Solar Power Plant Project and is making the necessary steps to enhance its capacity on the expansion of the business.
Independent Auditors Report
Mr. Denis Mugisha was invited to read the Auditor's report to the Shareholders. He confirmed that Ernst & Young LLP audited the financial statements for the Company and its subsidiaries. In their opinion, the financial statements gave a true and fair view of the Company's financial position as at 31st December 2022 in accordance with International Financial Reporting Standards and the Kenya Companies Act 2015.
On other legal and regulatory requirements, he confirmed the auditable part of the financial statements was properly prepared in accordance with the Kenyan Companies Act, 2015. In view of the above, the auditors had issued an unqualified audit opinion.
Mr. Kevin Wakwaya was also invited to read the Legal & Compliance Auditor's report to the Shareholders. He confirmed that the Company is Largely Compliant as specified in the Annual Report.
The Chairman invited questions from Shareholders on the Directors Report and Audited Financial Statements to which the Group Managing Director, the Group Finance Director, Company Secretary and he himself would respond. Questions received prior to the AGM as well as some live questions (via the zoom link and toll free line) were responded to as follows:
- Shareholders Patrick Chegeh Ngangah and Otieno David Henry wanted to know
- Why reduce dividends?
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- What is the dividend and when will it be paid?
The Group Finance Director responded by first clarifying that the dividend per share proposed reflects the Company's performance and resilience in light of the challenging business environment in the year ended 2022. Turnover declined on account of decrease in government spending on infrastructure projects, suppressed consumer purchasing power, and stunted private sector credit growth. This was exacerbated by market challenges from the month of May-September 2022 due to Kenya's General Elections.
The Company recommends payment of a first and final dividend of KES 0.75 per ordinary share net of withholding tax, on or about 27th July, 2023. This is subject to your approval today at this meeting.
- Shareholder Kaaria Christian Mwirigi asked the following questions:
- How does the Company plan to mitigate business operations and profits from the imported clinker excise duty rise to 20%?
- Secondly against the rise on grid electricity costs that have risen by at least 40%?
- Lastly, can the Company pursue solar energy and recycling to reduce energy cost and enhance ESG practice?
The Group Managing Director pointed out that the Company continues to pursue and implement innovative solutions to reduce its operating costs and optimize on efficient utilization of its available resources and assets. The Company remains optimistic about the growth of the EAC cement manufacturing sector and continues to reassert its presence in the market. Sustainability is at the core of our strategy. As such we are continuously evaluating alternative sources of energy in a bid to operate more sustainably and reduce operating costs. To that end, the Company is putting up 2 solar plants - adjacent to Mombasa Plant and Nairobi Grinding Plant to provide electrical energy in the near future.
- Shareholder John Kamau asked the following questions:
- What is the succession planning and protocol at Bamburi as it is crucial for the survival and innovation?
- How long in your projection will it take before shareholders see results from the awakened awareness from these new products?
The Group Managing Director specified that one of the key strengths of the Group is the strong Human Resources system that the Company has and succession planning is something that is inherently built into the organisation in terms of merit. He further specified that the push is to ensure that there is always a candidate in an emergency situation. At the same time, there are two or more potential succession candidates available. The Company is benefiting from this whole Human Resources process that it has in the organisation. A case in point is starting with his appointment as the CEO. He specified that he has been part of the group and served the organisation while Seddiq has also moved to a role within the organisation as part of the process. The CFO appointed is an internal candidate who has been given an opportunity and the Company has many examples that showcase the inherent strength of this succession planning in the organisation. The amount
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of talent observed in the Kenyan context in Bamburi is very commendable. This market is full of a lot of potential candidates that can serve an organisation like Bamburi.
He further specified that he has met many customers and retailers in the market and he is impressed with the knowledge they have of the products as well as the brand equity the Company enjoys. For instance the Nguvu brand has great brand equity in the market, while Fundi brand is being more and more consumed. The Maskani program to the end user is impressive too. The products continue to have a great impact and the positive trend is encouraging.
The Chairman then closed the Q&A session.
Ordinary Business
The Chairman advised Shareholders that the resolutions put to the vote at the meeting would be passed by a poll after being read by the Company Secretary. Shareholders would be given a few minutes at the end of the meeting to complete voting after which the results would be announced. The results would also be published on the Company's website www.lafarge.co.kewithin 24 hours of the meeting.
The Company Secretary read the ordinary resolutions as contained in the notice together with the names of Shareholders who had proposed and seconded the same. She also informed Shareholders on the process of voting through the available channels and handed back to the Chairman.
The Chairman proceeded to seek Shareholder proposals to approve and adopt the financial statements for the year ended 31st December 2022.
Macharia Isaac Geoffrey Munuhe proposed and Mwangi Isaac seconded the resolution and it was unanimously resolved thatthe Report of the Chairman, Group Managing Directors, and the Audited Financial Statements for the year ended 31 s t December 2022, be and are hereby approved and adopted.
- DECLARATION OF A FIRST AND FINAL DIVIDEND
It was proposed by Muruu Regina Wangui, seconded by Makau Frank Kasini and resolved
by a majority vote that the first and final dividend of KES 0.75 per ordinary share for the financial year ended 31st December 2022, to be paid net of withholding tax on 27th July 2023 to Shareholders on the register of members at the close of business on 27th May 2023, be and is hereby approved. - DIRECTORS SEEKING RE-ELECTION
- It was proposed by Mutua Petterson Kitoo, seconded by Haji Abdifatah Mohamed and resolved by a majority vote that Jean-MichelPons, Rita Kavashe and Dr Helen Gichohi who retire by rotation in accordance with Article 111 of the Company's Articles of Association, and being eligible, offers themselves for re-electionbe and are hereby re- elected as Directors of the Company; and,
- It was proposed by Rungai Joan Kinya, seconded by Maoga Geoffrey Bethuel and
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resolved by a majority vote that Mohit Kapoor, Eugene Antera and Rajesh Surana retire from office in accordance with Article 116 of the Company's Articles of Association, having been appointed by the Board since the last Annual General Meeting and being eligible, offer themselves for re-election and are hereby re-elected as Directors of the Company.
-
APPOINTMENT OF MEMBERS OF THE BOARD AUDIT & RISK COMMITTEE
It was proposed by Kariuki Lydia Wangari, seconded by Kimani Stephen Irungu and resolved by a majority vote that Alice Owuor, Mbuvi Ngunze, Rita Kavashe and Austin A.O. Ouko be and are hereby elected to continue to serve as Members of the Board Audit & Risk Committee. -
DIRECTORS' REPORT & DIRECTORS' REMUNERATION REPORT
It was proposed by Dera Collins Ochieng and seconded by Kariithi Florence Wawira and resolved by a majority that the Directors' Report and Directors' Remuneration Report for the year ended 31st December 2022 be and is hereby approved. - RE-APPOINTMENTOF AUDITORS AND FIXING AUDITOR'S REMUNERATION It was proposed by Geoffrey Bethuel Maoga, seconded by Mwaura Hannah Wanjiru and resolved by a majority vote that Messrs Ernst & Young be re-appointedas the auditors of the Company in accordance with Sections 721 and 724 of the Companies Act 2015 and further that the Directors be and are hereby authorized to fix their remuneration.
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ANNOUNCEMENT OF RESULTS
The results of the poll on each resolution were displayed via the live AGM platform for Shareholder noting. The Company Secretary announced that all ordinary resolutions put to the meeting were passed. The breakdown of the votes received would be shared via the Company's website www.lafarge.co.kewithin 24 hours of the meeting. - END OF PROCEEDINGS
There being no other matters on which notice was received, the Chairman declared that the business of the 72nd Annual General Meeting was concluded and closed the meeting by thanking Shareholders for their participation.
The meeting closed at 3:30p.m.
___________________________________________________
Confirmed as a true record and signed below:
Signed by: ……………………………………….. Date: ………………………….
Board Chair
DISTRIBUTION:
- Shareholders
- Directors
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ANNEXURE 1: BAMBURI CEMENT AGM - MEMBER ATTENDANCE
Shareholders Present in Person:
- Ihiga Mary Anne Karungari
- Omar Badi Maulidi
- Kiarie Peter Mwangi
- Amoko Susan Linda
- Muigai Edward Mbugua
- Gitahi Joseph Gituto
- Bernard Stephen Musyoka
- Andrew Alex Mutua
- Mathenge Elizabteh Muringi
- Kimele Christopher Assumani
- Karegi Francisca Wanjiru
- Isaaka Zablon Omwoyo
- Kimani Samuel Mwangi
- Nyaga Dishon Ngari
- Bhoyyo Edith Tuwan
- Macharia Isaac Geoffery Munuhe
- Mejjah Timothy Ongaki
- Kiarie David Mwaura
- Cornelius Rewel Mkireu
- Chetalam Charles Kipkemei
- Muchiri Daniel Kimotho
- Michino John Wanja
- Ngugi Catherine Njeri
- Memia John James Njuguna
- Mativo Antony Maingi
- Mumo Peter Mutuku
- Kihuria Fraciah Wanjiku
- Sato Lawi Toror Kimutai
- Ogonya Bradford Odhiambo
- Masaba Emmanuel Fenswa
- Kimacia Bernice Mungai
- Akoth Nelly Caroline Adhiambo
- Shatry Aysha Shariff Abdulrehman
- Fisher Simon James
- Mbugua Teresia Wairimu
- Owino Monica Atieno
- Maina Titus Muchiri Mwangi
- Mwadzombo Patience Koso
- Kyania Mathews Musyoki
- Syandete Marrison Wafumbwa
- Kariuki Jacqueline Wairimu
- Jowi Mercy Turfosa Akinyi
- Njuguna Rebecca Wanjiku
- Biria Mohamed Juma
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- Lilian Achieng Obira and Jacob Otieno Gumba
- Ismail Maburuka
- Ngari Milly Wairimu
- Gaturu Florence Nkirote
- Maina Ann Muthoni
- Mwangi Joyce Waihiga
- Kibor Sally Jepkorir
- Warui Jane Ngendo
- Mwangi David Makumi
- Cheruiyot Korir Vincent
- Patrick Cheggeh Ngangah
- Mbai John Njoroge
- Addikah Francis Patrick Nyegenye
- Mbogo Charles Muigai
- Mwangi Samuel Kamotho
- Otieno Thomas Onyanya
- Omulo Sylvia Adhiambo
- Oloo Tom Otieno
- Mbogo John Wilson Waithaka
- Kamau Lydiah Wambui
- Njoroge Esther Wanjiru
- Githui Naomi Wanjugu
- Muruu Regina Wangui
- Crispo M Motanya
- Murigi Robert Nduati
- Warui Keziah Wangari
- Irungu Ethan Hiram
- Gachihi Mary Catherine
- Kinyua Derrick Muturi
- Ochieng Linet Laktar
- Hassan Thamuda Omar
- Patel Kush Yogeshkumar
- Oraro Oscar Brian Opiyo
- Sullivan Raymond K
- Kyule Joyce Mumbua
- Saningo Mwangi Brian
- Tuva Douglas Karisa
- Gachui Rachael Njoki
- Mucai John Muigai
- Njau Simon Waweru
- Kimathi Lisa Gakii
- Kogei Dan Kiplimo
- Mukhwami Nelson Mandela
- Wanyoike Eric Njogu
- Mwendia Stanley Murimi
- Kariuki Andrew Peter Kimani
- Elias Rizwan Mohamed
- Were Lucy Nyandoya
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- Shah Deep Rajnikant
- Kariuki Julius C Nduati
- Muhia Catherine Igoki
- Kagwe Winfred Njeri
- Ndolo Ruth Wanza
- Ondieki Sylvester Obiri
- Ayimba Peter Ochieng
- Onsoti Jeremiah Eric
- Gathuru Gideon Ngaruiya
- Ohas Jeffrey Richard Auckland Ondili
- Sang Evans Kiboit
- Kiruthu Gaspary Migwi
- Mwangi Peter Gicure
- Kimondo Juliet Wambui
- Wa Karanja Robert Mugo
- Asewe Sarah Ojuang
- Nyaga Daniel Njiru
- Njoroge Charles Kabui
- Ndirangu Joseph Ngigi
- Thiuki Wilfred Makutha
- Wangome Maureen Kagure
- Gitahi James Karanja
- Ngunjiri Peterson Ndirangu
- Biyogo Haron Nyangore
- Ngarariga James Mwangi
- Chege Nancy Njeri
- Chege Eric Kiragu
- Mureithi Enoch
- Wanjiru Anne Njoki
- Gumba Jacob Otieno
- Ndungu Richard Mwangi
- Amin Asha Said
- Vusaka Enoch
- Ndungu Hannah Nyambura
- Olang Patrick Ragot
- Gathaga Peter Mwangi
- Mugo Joseph Evans
- Mwathi William Muigai
- Gitau Martin Mwangi
- Mureithi Grace Nyawira
- Andwati Anna Migide
- Bahit Musa Ibrahim Musa
- Nyakone Elly Odhiambo
- Munyugi Emily Kawira
- Mwasame Henry Wanyonyi and Lusweti Edel Quinn
- Mutua Joshua Muuo
- Shah Dipan Mansukhlal Dharamshi and Shah Chetna Dipan Mansukhlal
- Maina Anderson Waithaka and Maina Titus Muchiri Mwangi And Maina Jason Kabene
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- Malik Iftakar Ahmed Nazir Ahmed
- Mithiria Esther Nkatha
- Doshi Jyotindrakumar Umashanker and Doshi Mridula Jyotindra
- Ikunyua Careen Naitore And Ikunyua Joy Nkirote
- Angungu Lennox Ajega
- Mbindyo Amanda Kanini
- Okaka Jeremiah Ambwaya
- Musyoka Joel Kioko
- Irungu Agnes Nduta
- Agache Willys Otieno
- Kiprop Ednah Chebet
- Kaari Edwin Gitonga
- Ndege Chris Gachamba
- Otolo Ruth Phoebe Mghoi
- Njeru Brian Munene
- Mwangi Evan Muiruri
- Mwangi Rose Margret Gathoni
- Lipesa Alice Mukite
- Gitau Stephen
- Adan Abdishukri Abdullahi
- Brian Langat Kipkoech
- Towett Debra Chepkemoi
- Kinuthia Geoffrey
- Gakono Allan Junior
- Oribo Amos Osoro
- Opiyo Selyne Auma
- Makau John Mbinda and Odeny In Trust Charles Mark
- Kilungu Denis
- Karanja John Kamau
- Kanyereha Juliet
- Muiruri Esther Wanjiru
- Kimani Henry Nyoro
- Kimanga Hellen Bosibori
- Omulo Lucy Freda Akinyi
- Mbeva Bernard Olwete
- Mbarachu Peter Chege and Macharia Esther Wanjiku
- Oyula Elizabeth Achieng
- Kamala Alexander Makau
- Mwanu Maureen Wangeci
- Ndungu Keneth Muchiri
- Mutumira Zablon Khatima
- Getecha Jane Wanja
- Kedera Caren Nalisi
- Vugutsa Syllvestre Livono
- Gitau Edwin Wainaina
- Kambo Grace Wanjiru
- Macharia Kenneth Njunge
- Kinyua Anita Nyokabi
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Disclaimer
Bamburi Cement Limited published this content on 22 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 May 2024 15:58:03 UTC.