AGM Resolutions

Following the Safaricom Investment Co-operative’s AGM held on 8th of February 2020, below are the resolutions passed and other key outcomes.

2020 AGM RESOLUTIONS

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

Following the AGM held on 24th February 2018, below are the key outcomes and resolution made:

RESOLUTIONS

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.

2018 AGM Resolutions Summary

Following the AGM held on 25th February 2017 at Pride Inn Hotel, below are the key outcomes and resolution made:

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.

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.

1. 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.

1. 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.

1. 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.

2. Borrowing Powers: retained at Kshs. 1 Billion.

3. Indemnity: The Board members’ indemnity was retained at Kshs. 3 million per person.