INTRODUCTION
Ogwuche Benedict. Chairman,
Boguch Environmental and Safety Services Nigeria Limited
Welcome,
Good afternoon, ladies and gentlemen. It is 15.00 so we are starting. Thank you all for coming to Boguch Environmental and Safety Services Nig Ltd’ s 2022 AGM. It is very good to see you and I am also pleased to be able to welcome shareholders who are participating electronically today. We appreciate your attendance and your continued support. I would also like to make you aware the meeting today is being recorded in order that shareholders and other stakeholders who cannot be present can view it on the Company’s website in due course. My name is Ogwuche Benedict. I am Chair of the Board of Boguch Environmental and Safety Services Nig Ltd. As it has just gone 15.00 and we have a quorum I now declare the meeting open.
Before we start, I would first like to say that there is no planned fire alarm test in the building today so if the fire alarm were to go off, I would ask that all attendees here in the room calmly exit the auditorium by the door at the back right of this room, where you will see fire exit signs in order to exit the building safely to the rear car park. I will shortly provide an overview of the business in 2022 but before I start, I would like to introduce you to the members of the Board.
Mr. Benedict Ogwuche (chairman)
Mrs. Maris Ogwuche
Mr. Ronald O. Oseji
We are delighted to have you.
APPROVAL OF MINUTES OF THE PREVIOUS AGM: The minutes of the previous AGM held on 10th of March 2021 were presented and approved by the shareholders without amendment.
NOTICE OF MEETING: The Chairman proposed that the Notice given convening the meeting, be taken as read. The Chairman announced that in accordance with Paragraph 8.2 of the Boguch Constitution, all resolutions tabled today will be voted on by poll electronically. The Chairman further announced that Boardroom Share Registrars has been appointed to handle the e-polling as the independent scrutineer.
2022 Annual Report & 2022 Responsible Business Report
You will have seen copies of our 2022 Annual Report, which are available at this meeting electronically, it is available in the documents section of the portal. This report provides much greater depth of information and insight into the Company’s corporate responsibility and sustainability performance than can be included in the Annual Report.
2022 Overview
Turning to last year’s operational performance, I would now like to make a few comments and then we will hear from Maris who will talk in more detail about our strategy to deliver shareholder value. 2022 was an important year for our company.
With the support of our colleagues and the leadership of a highly experienced management team, despite the impacts from the macro-economic and geo-political situation, we have once again been able to deliver strong revenue growth and expand margins. One key area of the Board’s attention during the year has, of course, been to support the business through the completion of LASEPA AND EHORECON CERTIFICATIONS and its positioning for effective integration, while also retaining focus on the Company’s other strategic priorities.
Our Pest Control business operates in a resilient and non-cyclical industry and our Hazardous waste services business is a strong complimentary business to Pest Control offering excellent growth opportunities. In 2022, we have successfully strengthened our position in the market through increased organic growth, the introduction of innovative products and services, and our determination to be an Employer of Choice across our operations.
You will now hear a short presentation from Maris on our performance during the last year and we will then take any questions, before concluding with the formal business of the meeting. Maris.
Delivering the Pest Control Powerhouse
Ogwuche Maris Company Secretary,
Boguch Environmental and Safety Services
Agenda
Good afternoon, everyone and let me add my welcome to that of Benedict’s. Over the next 15 minutes, I will update you firstly on our financial highlights of 2022 where once again your Company has delivered an excellent overall financial performance. Secondly, on our Operating Model, including our Employer of Choice program and our global categories of Pest Control and Hygiene & Wellbeing. I will then say a few words on M&A with the very encouraging progress that we are making with our bolt-on programmed, before focusing on the exciting Terminix transaction. I will finally conclude with our focus on delivering long term shareholder value through our share price and dividend performance, as well as a brief summary of the trading highlights from the First Quarter of this year. So let me start by highlighting one or two of the main numbers from our financials for 2022.
Financial Highlights from 2022
Our full year results were very strong, reflecting an excellent performance in revenue, profit and cash, delivering the landmark complete certifications. Revenue increased by 19.1% to N5.5 million, with organic growth of 6.6%. Adjusted operating profits grew by almost 23%, while we delivered a group margin of 15.4% which is our highest for around 5 years.
Businesses
If we drop down a level to our businesses, you can see that strong underlying revenue growth was delivered right across the company. Just to highlight a couple of areas, our pest management services obviously grew significantly with a strong organic performance for the year, up by 5.7%.
Looking at this revenue performance through a business lens, as you can see on the righthand side of the chart, Pest Control grew by 29% and accounted for 71% of the Group’s revenue last year. Revenue in Hygiene & Wellbeing increased by 9.8%, 9.3% organically.
Our Operating Model
Turning now to our operating model, starting of course at the top with our colleagues and our Employer of Choice agenda, which rolls into excellent customer service, innovation and digital, onto the delivery of profitable growth, and then on to our capital allocation model and ESG. But, let me focus for today on our colleagues.
Despite the continued Labour market pressures in some areas, our recruitment systems and processes performed really well in 2022. which allows colleagues to apply, refer or share our career opportunities across their own social networks.
Colleague retention in Boguch Environmental’ s has remained strong at 82.6%. The standout performance is at 91% and our largest business, the opportunity to materially improve colleague retention in Boguch Environmental’ s is as significant as it is exciting. Turning now to Pest Control.
Pest Control
Boguch Environmental’ s had a very strong year with Revenue growth of 29%, organic growth of 5.6%. As you can see on the right-hand side, the growth in our Pest Control business has been very consistent and since 2015 when we started, we have kept improving.
Differentiation through technology
As well as our unmatched position in growth and emerging markets, Boguch also leads the industry in technology and as this slide demonstrates, we are continuing to scale that competitive advantage. We have around acquired pest detection devices in customers’ premises and that is up by 24% year on year. These units sent us over 300 messages last year. These are real-time status reports, including of course whether a unit has been triggered by rodent activity
Delivering the Pest Control
Federal and State Certifications
Let me talk now about delivering the Pest Control powerhouse and about this incredibly exciting Certifications which was of course the key highlight of the year, adding valuable scale, capabilities and talent. We are now highly focused on delivering the certifications significant benefits. There is a strong level of colleague engagement across the organisation, and we have now deployed a new shared mission, vision and values.
Benefits of scale
Clearly, one of the reasons why these certifications has a strong financial case are the benefits of scale. In Lagos we are now about 1.5x our nearest rival and that scale means that we can deliver greater purchasing power and build additional local branch density. We can also drive more powerful digital marketing with a smaller, more impactful set of brands, and of course invest in technology in a way that other pest control companies simply cannot.
Excellent Financial and operational performance in 2022
In 2022 we delivered an excellent financial and operational performance, and whilst I am delighted with the 2022 performance, I am particularly excited about the opportunities we have ahead of us.
Creating Shareholder Value
Turning now to shareholder value, since last year our business value has increased and on behalf of the chairman, I am pleased to report that this positive momentum has indeed continued into the first quarter of this year.
Q1 Summary
Strong start to 2023
In the first three months revenue increased by 64.5% reflecting the certifications, but also an excellent 6.7% organic revenue growth. This performance means we are well positioned for the remainder of the year.
Formal Business
Ogwuche Benedict, chairman
Boguch Environmental and Safety Services Nigeria Limited
NOTICE OF MEETING
Thank you, Maris. In a moment there will be an opportunity for shareholders to put questions to the Board. However, given that shareholders are able to join and vote at this meeting electronically, and to allow maximum time to cast your vote today, voting on all resolutions will open ahead of the Q&A session and will remain open until the meeting closes. I will now proceed with the formal business of the day and I refer you to the Notice convening this Annual General Meeting, which for those of you joining electronically is available in the documents section of your portal.
The formal resolutions are set out in the Notice of Meeting, which was made available by post to your emails on 4th April 2023 and was sent in parallel to those shareholders who asked to receive their Annual Report and Notice of Meeting by post. Accordingly, the requisite Notice of the Meeting has been given. I propose therefore that with your consent the Notice of Meeting should be taken as read.
Each of the resolutions set out in the Notice of Meeting was accompanied by an explanatory note so I do not propose to summarize them again before putting them to the vote
POLL PROCEDURE
In accordance with the memorandum of incorporation of the Company, voting today will be done by way of a poll on each of the resolutions put to the meeting. This is seen as best practice as it gives all shareholders the opportunity to participate in the decision-making of the Company and have their votes recorded in proportion to the number of shares they hold. the Boardroom Share Registrars, has been appointed as scrutineer to count the votes at the end of the meeting.
The Board considers that the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that Boguch Environmental and Safety Services Nigeria Limited 2022 Annual General Meeting Wednesday, 10th May 2023 you vote in favour of the resolutions as they intend to do so in respect of their own beneficial holdings.
VOTING ON RESOLUTIONS
Shareholders are able to vote electronically, and the voting options will appear on your screen shortly once the poll is opened. Press the option corresponding with the way you wish to vote for each resolution. Once you have selected your choice, either ‘For’, ‘Against’ or ‘Withheld’, you will see a message on your screen below the resolution text confirming your vote has been received and how you voted. Please note that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a resolution. If you wish to cancel your live vote, please press Cancel. The last option selected prior to the vote closing will be accepted by the system.
RESOLUTIONS
I now formally propose that each of the resolutions as set out in the Notice of Meeting dated 4th April 2023 and listed on the screen is put to the meeting as a separate resolution and declare the poll open. A majority of not less than 75% of the shares voted is required to pass a special resolution. The poll will remain open for the duration of the meeting.
RESOLUTION NO.1: Final and Special Dividends for 2019 The Chairman proposed that the resolution “To consider the recommendation of the Directors and authorize the payment of a final single-tier dividend of N40.00 for the year ended 31 December 2019.
The Chairman reported that the final dividend subject to the approval of shareholders will be paid on 18th May 2020. The resolution was rejected by shareholders.
RESOLUTION NO.2: Re-appoint Messrs U. agah-agbogboroma & Co as Auditors of the Company for the year 2023
The Chairman proposed the resolution U. agah-agbogboroma & Co be re-appointed as auditors of the Company for the year 2023 and the Directors be authorized to fix their remuneration.” The resolution was seconded by Shareholder Mr. Ronald O. Oseji.
RESOLUTION NO.3: RE-ELECTION OF DIRECTORS:
The following directors were nominated for re-election: JOHN ADOYI
A resolution was proposed to re-elect the nominated director.
Resolution Passed: Zero votes in favor, three votes against.
RESOLUTION NO.4: Dividend Declaration:
The Board of Directors proposed that no dividend be paid to shareholders due to loss in sales. Resolution Passed: three votes in favor, zero votes against.
OTHER BUSINESS
No discussion or resolutions on any other relevant matters raised by shareholders
Q&A
Ogwuche Benedict: At this meeting shareholders, corporate representatives and proxies have the right to speak and have their questions answered. You can submit your question by clicking on the messaging icon on the navigation bar within the Zoom platform. Type your question and click the Submit arrow. If you require further guidance a copy of the user-guide is available via the documents tab on the navigation bar. If you would like to ask a question verbally, please raise your hand and then give your name before asking your question.
Ronald Oseji: Thank you, Chairman and directors. Basically, I congratulate you on your accounts and I think you have done very well. It just seems to me that if you are a director at least morally you should buy shares.
Ogwuche Benedict: Well, we the board will take your view into account and I am sure they will. Thank you, sir.
Ronald Oseji: Excellent. Thank you. Given there are no further questions we will move on.
Closing Remarks
Ogwuche Benedict. Chairman,
Boguch Environmental and Safety Services Nig Ltd.
Voting For any shareholder who has not yet voted, I would ask that you do so now
The poll will close when the meeting ends shortly. The results of today’s voting have been announced alongside the resolutions.
Meeting Closes In conclusion, I would like to personally thank our shareholders, for giving us your continued support. We really do appreciate it. There being no further business, I declare the meeting closed. To all our shareholders, we appreciate you attending today’s meeting and your ongoing support of our business.
Thank you.
CERTIFIED A TRUE AND CORRECT RECORD OF THE PROCEEDINGS
_______________________________________________ CHAIRMAN
