MINUTES OF THE 2018 ANNUAL GENERAL MEETING
HELD ON 22ND MAY 2019
Company: Boguch Environmental and Safety Services Nigeria Limited
Date: 22ND of May 2019
Time: 12noon – 7pm
Location: No. 41b Araromi Street, Onike Yaba Lagos.
Present at the meeting were
Mr. Benedict Ogwuche (chairperson)
Mrs. Maris Ogwuche
Mr. Ronald O. Oseji (virtual)
Mr. John Adoyi
CONFIRMATION OF QUORUM
The Chairperson confirmed that in accordance with article 6.2 of the Company’s Memorandum of Incorporation (MoI), the quorum requirements for the AGM have been met. With at least two members entitled to vote present in person or represented either by proxy or letter of representation, and in terms of the Companies Act 2008, at least 25% of shares in issue represented, the meeting was therefore quorate and duly constituted. The meeting commenced at 12pm with an opening prayer by Mr. Ronald Oseji and presided over by Mr. Ogwuche Benedict.
AGENDA ITEMS
Opening Remarks and Welcome:
Mr. Ogwuche Benedict welcomed all shareholders present to the fourth Annual General Meeting (“AGM”) of Boguch Environmental and Safety Services Nigeria Limited and reported that, in terms of article 22.6.1 of the Company’s Memorandum of Incorporation, he was duly authorized to chair the AGM.
CHAIRPERSON’S MESSAGE
Before proceeding with the formal business of this meeting, the Chairperson proceeded to reflect on the following: “The past 12 months of 2018 presented significant events that continue to shape the nature of opportunities facing societies, governments and businesses, globally. These uncertain national events introduce uncertainty into the investment environment. Many investors tend to hold off on some big decisions.
The key value drivers link our strategic actions to our value creation process. We are pleased that growth and competitive strengths were evident in the 2018 Annual Results as these are part of our key value drivers. The Group demonstrated growth and competitive strengths through the double-digit sales growth coupled with exceptional value of new business. Another key value driver is execution and delivery.
Our focus is on our customers and broadening the base of our services to integrated waste management services. We are driven by our victory condition to be our customers’ first choice to sustain, grow and protect their environment. This ambition is captured in our strategy, thus placing our customers at the center of our strategic efforts. We are deeply committed to a forward-looking approach to sustainability and the specific goals on environmental, social and governance (ESG) principles are integrated into our strategy. Specific ESG metrics are now included in our Corporate Scorecard.
We see climate change as a key environmental risk facing our Group. It poses a threat to sustainability of our business operations and the communities in which we operate. At the same time, climate change brings with it immense opportunity for environmental management due to largely untapped potential and favorable demographics. Our 2018 annual results were achieved in an environment marked by adverse trends in the political economy. This also underscores the need for a pragmatic approach to regulation. The Board is deeply committed to implementing the best practice of corporate governance as a treasured attribute of the Boguch Environmental and Safety Services. We also maintained our focus on succession planning of both Non-executive Directors and Executives.
The Board also maintains keen oversight of executive management succession planning, ensuring that we have a strong pipeline of talent across the board. In the medium-term we are focused on strategic delivery to accelerate the Integrated new services and to enhance shareholder value. A company such as Boguch Environmental and Safety Services needs to remain informed of all of the trends that are likely to impact on our operating environments.
2019 is destined to be a record-breaking election year, we express the hope that this will strengthen the tenets of democracy across the nation and that this will improve significantly on our operating environment.
Finally, I would like to extend my sincere gratitude to the loyal customers of Boguch Environmental, to our CEO, the executive team and every employee. Particularly I would like to express my appreciation to our advisor force for their trust in Boguch Environmental and Safety Services Nigeria Limited
APPROVAL OF MINUTES OF THE PREVIUOS AGM: The minutes of the previous AGM held on [Date] were presented and approved by the shareholders without amendment.
NOTICE OF MEETING: The notice of the meeting and the consolidated audited Annual Financial Statements of the Company for the year ended 31 December 2018 had been circulated to all shareholders. The relevant information was distributed to shareholders on Wednesday, 17 April 2019. The notice was circulated to all shareholders of the Company entitled to receive such notice, and within the prescribed period. The Chairperson moved that the notice was taken as read, and with the proposal seconded, and no objections posed, the Chairperson continued with the proceedings.
VOTING PROCEDURE
The Chairperson indicated that in accordance with article 25.2 of the MoI, all resolutions would be conducted by way of a poll on the virtual voting platform. The Chairperson requested that TMS provide a recap of the voting procedures.
PRESENTATION OF ANNUAL REPORT AND FINANCIAL STATEMENT
Mr. Ogwuche Benedict, The Managing Director/CEO presented the Company’s annual report and financial statements for the fiscal year ending 2018 including a review of key achievements and challenges. A summarized form of the audited AFS had been distributed to shareholders on Wednesday, 17 April 2019, together with the AGM notice and therefore presented to shareholders with updates having been provided by the Chairperson and the CEO earlier in the meeting.
MESSAGE
Mr. Oseji then addressed the meeting with these words:
Thanks very much Chairman and good afternoon to everybody. We released our annual results towards the end of November and a further trading update giving an indication of trends to the end of the first quarter. So, I’m going to confine my comments to a very high-level summary of the outcomes of those periods. Moving into the first quarter of last year, our top line metrics suggest continued sales momentum. Sales did grow to a robust 10% from quarter one of the prior years, we’ve continued to strengthen and protect the core of our business. And we see a material growth opportunity ahead of us in the segment.
In unlocking new growth engines, our strategic delivery is firmly on costs and management actions to further improve our return on net asset value and underwriting margin are within reach over the medium term.
GENERAL QUESTIONS The Chairperson then provided shareholders the opportunity to ask questions relevant to the business of the meeting and advised that the Chairpersons of the various board committees as well as executives, were present to answer same.
Mr. JOHN indicated that he would like to address a question about the Group’s remuneration policies,
The response from the Chairperson of the Remuneration committee was that Mr. JOHN was making comparisons to large companies. That is not actually true. Chairperson responded that the Board firmly believes in the alignment of executives with shareholders and that part of achieving that alignment was through minimum shareholding requirements and ensuring that Boguch executives were sufficiently invested in the business.
The Chairperson continued to note that when engaging with government representatives on matters legislative, there has to be sharing of information. There has to be an opportunity for managers and executives of Boguch to be able to explain what the impact of regulation would be on the business going forward.
We recognize the complexity and the challenge as market conditions change, and as a responsible investor, we need to hold institutions accountable, but at the same time, make sure we understand the challenges that they face. Input cost will naturally be an important consideration as to the speed with which they can drive the agenda, but our commitments to hold them accountable, our commitment around decarbonization, stands unwavering.
RESOLUTIONS AND VOTING The Chairperson referred the shareholders to each of the resolutions proposed for adoption. Comprehensive content of each resolution had been included in the Notice of the AGM. Non-executive Directors (Ordinary Resolutions 1.1 to 1.4 below)
The non-binding advisory vote of the Remuneration policy Ordinary resolution number 4.1 was passed with 88.49% of the voting rights. Ordinary resolution number 4.2 The non-binding advisory vote of the Remuneration implementation report Ordinary resolution number 4.2 was passed with 94.20% of the voting rights. Special Resolution number
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.
APPOINTMENT OF AUDITORS
A resolution was proposed to appoint U. agah-agbogboroma & Co as the company’s auditor for the upcoming financial year.
Resolution Passed: Four votes in favor, zero votes against.
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
Discussion and resolutions on any other relevant matters raised by shareholders
CLOSING As there was no further business to be discussed, the Chairperson thanked the shareholders and attendees for their attendance and their interest in the affairs of the Company.
The Chairperson formally closed the meeting at 7pm.
CERTIFIED A TRUE AND CORRECT RECORD OF THE PROCEEDINGS
_______________________________________________ CHAIRPERSON
