2023 AGM RESOLUTIONS
SUMMARY OF THE USUAL RESOLUTIONS
RSM East Africa were appointed as the Independent Auditors for the year 2024.
To retain Board members indemnity at KES. 3M per person.
The borrowing ceiling for the Society to be retained to a limit of Kshs 3 B.
SIC Board was authorized to borrow against properties, currently owned by SIC or those to be acquired for subsequent development and/or disposal provided that the total indebtedness of SIC will be equivalent to the borrowing limit of the sum of KES. 3 Billion.
Members monthly contributions to be used to purchase shares in SIC’s secondary share market.
- Where a member provides explicit instructions that the monthly contributions should not be used to purchase shares, the amount shall be deposited in the Interest Earning Deposit (IED) Account.
- The Interest Earning Deposit Account shall pay interest at the rate of 5% per annum.
- The term of the deposits in the Interest Earning Deposit Account shall be 2 years from 1 March 2024 after which the member shall choose to withdraw the funds OR retain the funds in the account under conditions agreed by the Annual General Meeting held in that year(2026).
The Society to pay out a special rebates of 70% of surplus; this translating to Kshs. 1.76 per share and 5.67% of the share capital and totaling to a gross sum of Kshs. 142,380,235 million.
To award a performance-based staff bonus payout of Kshs. 4,667,422 million for the year 2023.
To award a honoraria payout totaling Kshs. 2,954,064 to the Board members for the year 2023.
The Share Trading policy and Annual Bonus and Honoraria Policy were adopted.
The Board was granted approval to undertake all the necessary rebrand processes which include Research and analysis, Brand strategy framework development, Naming and visual identity development. ,Application of approved assets across touchpoints, Internal campaign launch to staff, members and a mass rebrand launch to the public and to adopt and implement the new name, logo and marketing collateral after completion of the rebrand process to align with the 2023-2027 strategic plan.
The board to give quarterly update on the rebrand process through investor forums until a point when the rebrand process is completed.
AMENDMENT OF BY-LAWS
To amend Section 45 (k) by deleting this section.
To amend Section 45 (l) to read …No person shall be eligible for board membership if he/she .. Has served two (2) cumulative terms of three (3) years each. Any Board member who has served for 2 cumulative terms of 3 years each is not eligible for Board membership nomination.
To amend Section 62 ( c ) (d) ( e) and the paragraph thereafter by deleting these sections.
To amend Section 8.0 (iv) (a) and (b) by deleting these sections.
. To amend Section 8.0 (iv) (d) by deleting the word other.
To amend Section 8.0 (iv) ( e) to read members of the immediate families of (a) and (b) above; or…….. As highlighted in the schedule of amendment of By-laws.
To amend Section 44 (ii) by deleting the provision.
AMENDMENT OF 2022 ELECTION POLICY
To amend Section 3m to read …No person shall be eligible for board membership if he/she .. Has served two (2) cumulative terms of three (3) years each. Any Board member who has served for 2 cumulative terms of 3 years each is not eligible for Board membership nomination.
To amend Section 3p is by deleting the section.
To amend Section 4.0 ( b) to read… Members of the Committee shall hold office for a period of three years provided that, one-third of the committee members shall retire every year but will be eligible for re-election, up to a maximum of two cumulative terms of three years each.
To amend Section 4.0 ( c ) ( e) (i) ( j) (k) (l) by deleting these sections as highlighted in the schedule of amendment.
To amend Section 5.0 (b) to read.. Members of the Supervisory Committee shall hold office for a period of three years provided that, one of the Supervisory committee members shall retire every year but will be eligible for re-election but only up to a maximum of two cumulative terms.
To amend Section 5 ( c ) ( d) (e) (f) by deleting these sections as highlighted in the schedule of amendment.
To amend Section 7.0 ( f ) by deleting this section.
To include a new provision under Section 4 on the term of the of the co-opted board member to read: "Upon a member being co-opted at the board he or she shall take up the remaining term of the person who he or she shall be replacing and shall retire when the position falls within the 1/3 that retire annually where his or her term shall be considered a full 3-year term. The term of the co-opted member shall be in line with the term limit of 6 years as provided for in the by-laws"
To delete part of the sentence under section 4 (a) ….the Chairman shall be a Safaricom employee and the Vice Chairman shall not be an employee of Safaricom PLC.
2022 AGM RESOLUTIONS
1. Appointment of External Auditors
Ronalds LLP was appointed as the independent auditor in the year 2021.
The Board proposes that Ronalds LLP continue to serve as the independent auditor in the year 2022.
The General Meeting Resolves:
to reappoint Ronalds LLP as the Independent Auditor for the year 2022.
2. Board Members Indemnity
The General Meeting resolves that the Board members indemnity be and is hereby retained at KES. 3M per person
3a. Borrowing Power Part 1
Borrowing Ceiling
The Board proposes that the General Meeting makes the following resolution pertaining to borrowing:
The General Meeting resolves that the borrowing ceiling of the Society be retained at KES. 3 Billion.
3b. Borrowing power – Part 2
Approval to retain charge limit on property
The General Meeting resolves that SIC Board be and is hereby authorized to borrow against properties, currently owned by SIC or those to be acquired for subsequent development and/or disposal provided that the total indebtedness of SIC will be equivalent to the borrowing limit of the sum of Kshs. 3 Billion.
4. Preparations for the Unquoted Securities Platform (USP)
The Shareholders grant the Central Management Committee approval to execute all requirements towards aligning with the Unquoted Securities Platform (USP) Processes. Some of these processes include:
- USP Registration Processes
- Share Transfer Processes
- Custodial Processes
- Shareholders' Sensitization Processes
- Trading Processes
- Buyer and Seller Settlement Processes
5. Amendments of By-Laws.
The General Meeting resolves to authorize the Board to make the following changes to the Society’s by-laws:
The General Meeting Resolves:
Introduce an overall provision for the formation of different committees and minimum number of Board Members in a Sub-Committee.
Section 57 (a) is amended by deleting the clause.
Section 58 (a) is amended by deleting the clause.
Include a clarification that the Chairperson shall be required to be a Safaricom employee at election and during their term. Include a clarification that the Vice-Chairperson shall be required not to be Safaricom employee at election and during their term.
Board members to be allowed to co-opt members into the board to fill vacancies where specific skills and competencies are lost when the vacancy arises.
The board shall not be allowed to co-opt new board members to fill vacancies no later than either the 3 months period before the next AGM or once the nomination process has kicked-off ahead of the next AGM, whichever is earlier.
To make a provision on what happens where a Board member who at the point of election was a Safaricom PLC employee and he or she ceases to be a Safaricom PLC employee before expiry of their term.
To make a provision on where a Board member who at the point of election was not a Safaricom PLC employee but subsequently becomes a Safaricom PLC employee before expiry of their term.
To make a provision on what happens where a member of the Supervisory Committee who at the point of election was a Safaricom PLC employee and he or she ceases to be a Safaricom PLC employee before expiry of their term.
To make a provision on where a member of the Supervisory Committee who at the point of election was not a Safaricom PLC employee but subsequently becomes a Safaricom PLC employee before expiry of their term.
To make a provision to allow for holding of General meeting as a hybrid of both physical or virtual.
Correction of all clerical errors and other errors.
6. Rebates Payouts
Based on the financial performance of the organization, the Board proposes the following resolution pertaining to rebates pay for the financial year 2021;
The General Meeting Resolves that the Society shall pay out a rebates of 60% of net surplus (based on the society’s dividend policy of paying 60% of surplus); this translating to Kshs. 1.45 dividend per share and totaling to a gross sum of Kshs. 117,402,959
7. Treatment of Monthly Contributions.
In recognition of the organization’s improved financial position and in order to reinvigorate the shares market, the board proposes that members’ monthly contributions shall be used to purchase shares in the secondary shares market.
The General Meeting resolves:
- That members’ monthly contributions shall be used to purchase shares in SIC’s secondary share market.
- Where a member provides explicit instructions that the monthly contributions should not be used to purchase shares, the amount shall be deposited in the Interest Earning Deposit (IED) Account:
- The Interest Earning Deposit Account shall pay interest at the rate of 5% per annum.
- The term of the deposits in the Interest Earning Deposit Account shall be 2 years from 1 March 2022 after which the member shall choose to withdraw the funds OR retain the funds in the account under conditions agreed by the General Meeting held in that year(2024)
Staff Bonus (2021)
Based on the organization performance of the financial year 2021, the Board proposes the following staff bonus payout;
The General Meeting Resolves to award a performance-based staff bonus payout of Kshs. 7.9 million for the year 2021.
Honoraria for 2021
Based on the organization performance of the financial year 2021, the Board proposes the following honoraria;
The General Meeting Resolves to award a honoraria payout totaling Kshs. 5 million to the Board members for the year 2021.
2021 AGM RESOLUTIONS
1. Appointment and Remuneration of New Auditors
The current auditors have served the organization for three terms which is the maximum term limit that any audit firm can serve. We have reviewed applications, shortlisted the following three audit firms; Grant Thornton,PKF Kenya LLP & Ronalds LLP The General meeting resolves
Resolution was to appoint Ronalds LLP As the Independent Auditor for the year 2021
2. Amendment of By-laws
To ensure that the Virtual Annual General Meetings are lawfully constituted as per the Society’s By-laws, the board proposes an amendment of the By-laws to include holding of Virtual Annual General Meeting
The General Meeting resolves that the By-laws be amended to provide for holding of virtual Annual General meetings where need be.
3. Board members indemnity
The General Meeting resolves that the Board members indemnity be and is hereby retained at KES. 3M per person
4. Borrowing power – Part 1
The Board proposes that the General Meeting makes the following resolution pertaining to borrowing:
The General Meeting resolves that the borrowing ceiling for the Society to be allowed to a limit of Kshs 3B.
5. Borrowing power – Part 2
The General Meeting resolves that, in lieu of Special General Meetings on specific borrowing, SIC Board be and is hereby authorized to borrow against properties currently owned by SIC or those to be acquired with a view to subsequent development and/or disposal provided that the total indebtedness of SIC will be equivalent to the borrowing limit of the sum of KES. 3 Billion.
6. Special Rebates Payout
Based on the financial performance of the organization, the Board proposes the following special resolution pertaining to rebates pay for the financial year 2020;
The General Meeting resolves that the Society shall pay out a special rebates of 68.7% of surplus (being higher than the society’s dividend policy of paying 60% of surplus); this translating to Ksh 0.15/share and totaling to a gross sum of Kshs 12.13M.
7. Staff Bonus (for 2020)
Based on the organization performance of the financial year 2020, the Board proposes the following staff bonus payout;
The General Meeting resolves:
To award a staff bonus payout of Kshs 2M
2020 AGM RESOLUTIONS -8th of February 2020
1. Committee members’ indemnity
The General Meeting resolves that the Board members’ indemnity be and is hereby retained at KES. 3M per person
2. Borrowing powers
i. The General Meeting resolves that the borrowing ceiling for the Society be and is hereby retained at KES. 2 Billion
ii. Approval of charges on property
– The General Meeting resolves that, in lieu of Special General Meetings on specific borrowing, SIC Board be and is hereby authorized to borrow against properties currently owned by SIC or those to be acquired with a view to subsequent development and/or disposal provided that the total indebtedness of SIC will not exceed the sum of KES. 2 Billion (borrowing limit)
3. Monthly Contributions
In order to enhance the Society’s operations and to take advantage of investment opportunities for the purposes of maximizing returns for the Society’s members, the General Meeting resolves:
• That the minimum individual monthly contribution (KES. 3,000) & group monthly contribution (KES 15,000) be deposited into an Interest Earning Deposit Account.
• That any amount above the minimum monthly contribution also be deposited in the Interest Earning Deposit Account unless the contributing member provides explicit instructions that the amount is used to purchase shares from the Society’s secondary market.
• That the Interest Earning Deposit Account shall pay interest at the Central Bank Reference (CBR) rate + 2.5% per annum. As at 31 January 2020, the CBR rate is 8.5% resulting in an interest rate of 11%.
• The monthly contributions shall be held in the Interest Earning Deposit Account for 2 years from 1st March 2020 after which the contributing member shall choose to retain or withdraw the funds in the account for a further 2 years at an interest rate as shall be determined in the General Meeting held that year (2022).
4. Share split
The General Meeting resolves:
i. To increase the number of shares of the Society by dividing each existing share into ten (10) shares.
• Record date of split; that the record date for the share split to be 1st April 2020.
ii. Adjustments to by-laws to account for share split
• The number of shares owned by members shall be multiplied by 10 and the share price shall be divided by 10.
• The minimum shareholding to qualify for Board Membership be multiplied by 10 to 25,000 shares
The board to go ahead and make changes relating to the following thresholds:
• The minimum number of shares to become a member of the Society
• Minimum number of shares that can be listed for sale in the Secondary market other than by a member exiting the Society
5. Appointment and Remuneration of Auditors
The General Meeting resolves to authorize the Board to appoint and fix the remuneration of the auditor
6. Rebates Payout
The General Meeting resolves
- That going forward, the Society shall pay out rebates of up-to a maximum of 60% of available surplus. The balance shall be retained in the Society to meet statutory reserves (20%) as provided for by the by-laws and for general reserves (20%) to fund operations.
- That the Board may offer special rebates as deemed appropriate with the same being approved at a General Meeting
Other Key Outcomes
Election of Officials:
Management Committee; The following were elected into the Management Committee
i. Mike Akal
ii. Vincent Opiyo
iii. Jackson Mulwa
Supervisory Committee; The following was elected into the Supervisory Committee are:
i. Peter Mukera
2018 AGM RESOLUTIONS -24th of February 2020
1. Distribution of Rebates:
35% to be paid as per policy by 15th Mar 2018 and a special dividend of 25% to be paid by 30th June 2018, making the total pay-out, 60%.
The retained 40% will be reinvested back as primary shares backdated to February. The 60% (The payables; both 35% and 25% reinvested) will be used to buy secondary shares. As members will advise on preference, all non-responses will be directed to the Interest Earning Deposit Account.
2. Borrowing Powers
Increased from Kshs. 1 Billion to 2Billion
3. Share Price
Retained at KES 525.
4. Minimum Shares for Membership
Minimum shares for individual membership reduced from 300 shares to 100 shares.
5. Treatment of Monthly Contributions
The minimum monthly contribution, currently at KES3000 to be allocated to shares and the balance to be taken to the interest earning deposit account.
6. Board Indemnity
The amount was retained at KES 3,000,000 per board member.
7. Non Safaricom Staff Members Representation in the Board
The number was revised to three on the board from one and one in the Supervisory Committee.
KEY OUTCOMES
1. The Return for the Year: a return of 18%, being KES 446M was achieved.
2. Shares Trading Flow Mitigation: to facilitate a better flow of shares traded in the secondary market, the following steps are to be taken:
a. Primary shares issuance will be put on hold pending the secondary market backlog being cleared.
b. All minimum monthly contributions will be allocated shares from the secondary market.
c. All new members will be issued with shares from the secondary market instead of the primary market.
3. Board Election: The following were elected
a. Board: Peter Gichangi , Rebecca Bisanju Khakina and James Gathumbi
b. Supervisory Committee George Mochache.
4. Delegates System: the proposal by the Board to adopt the delegates system was referred back for more information. The Board was tasked to get more information and socialize members on the same ahead of the next AGM, for their review and due consideration.
2017 AGM RESOLUTIONS -25th of February 2017
1. The Return for the Year:
The profit achieved was Kshs. 413m against a budget of Kshs .415m, a 21% return on the investments in 2016.
Bulk of money was received in the last quarter of 2016 thereby providing limited time to trade. Members are encouraged to consider investing their cash earlier in the year for an enhanced return.
2. Share Price Adjustments:
The share price was adjusted to Kshs. 525 (being 21%*435)
Increase of Membership fee:
Individual Members application fee increased from Kshs. 10,000 to Kshs 20,000
Groups Membership application’s fee increased from Kshs. 30,000 to Kshs. 50,000 and minimum shares of 300 per group.
3. Distribution of Rebates/Dividends:
As per the approved policy (7th AGM 2016) to pay 35% and retain 65%, SIC will pay a special dividend of 10% thus 45% and retain 55%. However the special 10% will be paid in June. Dividend payment will start from 15th March 2017.
4. Board Election:
Three board members (Geoffrey Wandeto, Sally Mwenesi & Mackrine Abukah) had their term expire and Geoffrey Wandeto & Sally Mwenesi expressed no interest to vie again. Rosemary Chege (Supervisory Committee chair) too had her term expire. Mackrine Abukah & Rosemary Chege were reelected and Rhoda Marimbi was elected as Board Members.
Peter Mukera was elected to join the Supervisory committee.
The vacant positions were due to Safaricom staff but few were available to be considered for the positions. This led to the exercise taking an inordinately long time. All members are encouraged to find time to participate in the General Meetings.
5. Electoral Policy:
This was approved for adoption.
The key highlights of this policy are:
a) Constitution of an Electoral Committee with a
b) Members of the Electoral Committee to be the S.I.C. CEO, a representative from the Law Society of Kenya, a representative from ICPAK, the Electoral Commission of Kenya and from the Commissioner of Cooperatives.
c) This Committee will receive applications from interested candidates; vet them for meeting the minimum requirements, verify their presented proof of qualification and issue nomination certificates.
d) Duly nominated persons shall be notified to the members ahead of the AGM for members to interact with them before and know them better before the election date.
6. Honorarium Policy:
This was deferred for further deliberations as outlined below and to be presented at the next AGM. The key areas highlighted were:
a) Clear articulation of the performance threshold to attract payment of honorarium. Cost containment to be part of the considerations
b) Articulation of alternative percentage to be payable on achievement above the target KPI.
c) Draft to be circulated to members in good time ahead of the AGM to allow for ample time to review and seek clarification from the office if so desired.
7. Borrowing Powers:
Retained at Kshs. 1 Billion.
8. Indemnity:
The Board members’ indemnity was retained at Kshs. 3 million per person.