25
AUG
2019

MINUTES OF THE 30TH ANNUAL GENERAL MEETING OF SHAREHOLDERS HELD AT THE NEW ABUAKWA BRANCH PREMISES ON FRIDAY 7TH SEPTEMBER, 2018

  • PRESENT
  1. BOARD OF DIRECTORS
  1. Nana Owusu Sarfo Anwona II                            –              Board Chairman
  2. Mr.  Anthony Appiah Kusi                        –               Vice Chairman
  3. Dr Anthony Kwaku Edusei                                    –              Member
  4. Mr. Godfred Paul Nti                                               –              Member
  5. Mr. Osei Kofi Arhin                                                   –              Member
  6. Nana Osei Sarpong                                                  –              Member
  7. Ms. Constance Agnes Oduro                               –              Member
  8. Mr Samuel Yaw Amoah                                          –              Member
  9. Mr Daniel Osei Yaw                                                  –              Member
  10. Mr. Samuel Nuamah – Dankwa                          –              General Manager/Secretary
  1. INVITED GUESTS

A total of 70 dignitaries invited by the Board of Directors attended the meeting.

  1. SHAREHOLDERS

552  shareholders attended the Annual General Meeting.

  • OPENING
    • OPENING PRAYER

Rev Fr Isaac Owusu Agyekum at 10.15 am, prayed to usher the commencement of the 30th Annual General Meeting.

2.2 INTRODUCTION OF DIGNITARIES

Mr Obeng Mensah (Accra FM), and Ms Adjowa Aprebi (Hello FM) who were the Masters of Ceremony for the meeting introduced the Chairman for the meeting, Nana Owusu Sarfo Anwona II (Board Chairman), Directors of the Bank as well as the invited guests.

 NOTICE CONVENING THE MEETING

The notice convening the 30th Annual General Meeting was read by Mr Samuel Nuamah-Dankwa

  • MINUTES OF THE LAST MEETING

The minutes of the 29th AGM was read to members by Mr Obeng Mensah. Mr Kofi Boahene Asare (Asuoyeboah) moved for the acceptance of the previous minutes and was seconded by Madam Mary Boahema(Adankwame)

  • CHAIRMAN’S ACCEPTANCE SPEECH/REPORT

The Chairman’s speech prelude was on the economy of Ghana for the 2018 fiscal year. He said that the BOG prime rate had been 26 per cent from January 2017 to March 2017 when new Monetary Policy Committee adopted a loose approach to monetary policy by reducing the prime rate to 23.5 per cent in March 2017. This new rate persisted till March 2018 when it was reduced to 18 per cent. The rate was further reduced in May 2018 to 17 per cent,

The business environment over the period March to December 2017 was generally favourable as a result of the following developments:

  • Relative stability of the cedi against the major currencies of the world;
  • Reduction in interest rates; and
  • The continued disinflation process which had started from March 2017.

With all the developments described above, private sector credit growth could not march the rate expected. Private sector credit growth rather declined by 3.6 per cent, decreasing from GHs 156.7 billion in April 2017 to GHs 151.1 billion in April 2018.

5.1 Operational Results

The Chairman noted that the Bank once again put up one of its very spectacular performances in the 2017 financial year. The table below provides the details:

Item

 

  

2014

Amount

(GHS)

2015

Amount in

(GHS)

 

2016

Amount in

(GHS)

% Increase over 2016 figures
Deposits 63, 769, 013 79, 471, 460 95, 551, 315 20%
Investments 37, 044, 139 44, 186, 410 51, 157, 410 16%
Total Assets 81, 947, 103 99, 559, 151 120, 604, 224 21%
Share Capital   2, 287, 759   2, 355, 844   2, 621, 896 11%
Loans/Advances 25, 846, 517 29, 833, 937 33, 197, 355 11%
Pre-Tax Profit   3, 032, 104   4, 001, 294   4, 706, 149 18%

Compared to 2016 figures, Deposits grew by approximately 20 per cent whilst   Investments also increased by 16 per cent. The Bank’s Total Assets also grew 21 per cent. The Bank’s Share Capital increased from GHS 2, 355, 844 in 2016 to close at GHS 2, 621, 896 in December 2017.

 5.2 Profit

Nana Owusu Sarfo Anwona II announced that the pre-tax profit for the year 2017 was GHS 4, 706, 149 as against GHS 4, 001, 294 recorded in December 2016, producing an 18 per cent increase over the figure for the 2016 financial year.

5.3  Loans and Advances

On Loans and Advances, the Chairman referred to his last report to Shareholders that, most banks, all over the world, do not provide enough financial intermediation for their customers. Such banks usually go about with lean loan portfolios. Nwabiagya, however, takes exception from the scenario described above because Nwabiagya has real financial intermediation policies for her clients as a result of which the bank has gained recognition at both the national and international levels through the numerous awards received to that effect. The Bank’s loan portfolio in 2016 was GHS 29, 833, 937. This figure increased by some 11 per cent to close at GHS 33, 197, 355 as at the end of December 2017.

5.4 Breakdown of Deposits

Nana said that the Nwabiagya Rural Bank continues to contribute to the growth of the country’s domestic capital formation and this claim is demonstrated by the fact that 42 per cent of the deposits of the bank is made up of savings and ‘susu’ collections from customers who are predominantly resident in the rural areas.

The table below gives the breakdown of the deposits:

No. Type 2016 Amt (GHS)   2017 Amt (GHS) % over 2016 Figures
1 Savings 24, 872, 014 30, 351, 966     22%
2 Current 16, 644, 003 19, 780, 116     19%
3 Fixed Deposits 27, 240, 470 32, 542, 781     19%
4 Susu 10, 714, 973 12, 876, 452     20%
5 Total 79, 471, 460 95, 551, 315     20%

5.5 Dividend

The Directors recommended the payment of dividend for the year 2017 of GHS 0.065 per share on 17, 815, 183 ordinary shares which qualified for dividends. This brings total dividend payable to GHS 1, 157, 987. The dividend paid per share for the year 2016 was GHS 0.060 on 17, 278, 340 ordinary shares.

5.6 Share Capital and Net Worth

The Bank’s paid-up capital increased from GHS 2, 355, 844 in December 2016, to GHS 2, 621, 896 as at December 31, 2017, recording an increase of GHS 266, 052 as at the close of the year 2017.

The number of shares issued also increased from 17, 313, 007 to 17, 845, 110 showing an increase of 532, 103.

The bank’s net worth also increased from GHS 14, 091, 240 in December 2016 to GHS 15, 834, 683 at the end of December 2017.  This came about as a result of the bank’s impressive performance over the years.

5.7 Statutory Reserve

The Bank’s Statutory Reserve balance as at the beginning of the year 2017 was GHS 3, 346, 743 and this was increased by GHS 423, 359 in the course of the year to stand at GHS 3,770, 103. The increment represents the 12.5 per cent transfer from the net profit after tax and before dividend for the year.

5.8 Capital Adequacy Ratio

The statutory requirement is for the bank to maintain a capital adequacy ratio of 10 percent and the bank’s Capital Adequacy ratio, as at December 31, 2017 hovered around 14.79 percent.

5.9 Community Development Assistance

The Chairman announced that during the 2017 fiscal year, the Bank spent only GHS 96,905.00 in fulfillment of its social responsibilities. The figure for the year 2016 was GHS 176, 521.00. The big drop from the 2016 figure to that of 2017 is accounted for by the fact that the completion of the Abuakwa branch project was our priority.

The breakdown for the total assistance for the 2017 fiscal year is as follows:

COMMUNITY DEVELOPMENT ASSISTANCE – 2017 FINANCIAL YEAR

  ITEM AMOUNT TOTAL
1 Education :

SCHOLARSHIPS

DONATION TO DWAMENA AKENTEN SNR HIGH ABUAKWA CATHOLIC PRIMARY SCHOOL

25,355.00

4,000.00

3,000.00

 

 

 

32,355.00

2  Health :

NWABIAGYA HEALTH DIRECTORATE

COLLEGE OF HEALTH SCIENCE – KNUST                         MOTHER AND BABY CARE UNIT – KATH

5,000.00

3,000.00

2,500.00

 

 

 

10,500.00

3 Farmers Day Celebrations :

SPONSORSHIP OF FARMERS’ DAY C’BRATIONS

6,175.00 6,175.00
4 Other Activities:

DONATION TO VARIOUS COMMUNITIES

(BAREKESE, FUFUO, OFFINSO, ADANKWAME & KSI METRO) FOR DEVELOPMENTAL PROJECTS       INCLUDING SANITATION, SECURITY, EDUCATION,

47,875.00 47,875.00
  TOTAL 96,905.00

5.10 Update On The Goodwell Microfinance Company’s Investment In The Nwabiagya Rural Bank Limited

 In July 2011, the Goodwell Microfinance Company based in the Netherlands made an equity investment of one million US dollars in the Nwabiagya Rural Bank for a  period of five years. The five-year period ended on July 18, 2016.

However, the agreement clearly spelt out three methods of redeeming the investment at the end of the sixty-month period. The first exit method was to sell the accrued shares on the stock exchange which is not applicable at the moment since Rural Bank shares cannot be traded on the stock exchange. The second option was for the investors to make their own arrangements to sell the shares to any interested or prospective investors. The third method was the buy-back plan to be implemented by the Bank.

In July 2016, the investors opted for the second method and, as a result, applied for a two-year extension to enable them look for investors who would suit the requirements of the general banking laws as well as the aspirations of the Nwabiagya Rural Bank.

Their application came in before the expiry date and the Board of the bank agreed to their request. At the expiry of the two-year extension period, the investors could not off load their shares to a new investor and as a result the bank had no other option than to buy-back the shares. Your bank, therefore, bought back the shares and succeeded in paying the investors the amount involved fully as at the end of May, 2018.

5.11 The Way Forward

The Chairman enumerated the immediate concerns of the bank, in terms of development as follows:

  • The development of the structures acquired from the KMA at the Sofoline into a full branch office to house our Sofoline branch;
  • The raising of the bank’s electronic platforms to levels higher than what we have now.

He added  that modern mobile banking app is in use at the moment and it has actually added a           new dimension to that old product of the bank.

The Bank, has acquired six brand new ATM machines to be installed at the following branches; Barekese, Abuakwa, Magazine, Anwiam, Offinso and Sofoline. We are at the moment in the process of installing all of them at their respective places. As at now, we have successfully installed those for Barekese, Magazine, Offinso, Anwiam and Abuakwa but they are yet to start full operations.

The Bank was yet to complete the process of introducing its trader-customers and             particularly, the market women clients to the modern Point of Sale (POS) devices                                    that will make the placement of deposits and other products very convenient to    these ‘very busy’ customers.

5.12 Election Of Directors

Four directors, Mr. Daniel Osei Yaw (for the Kumasi zone), Mr. Samuel Amoah and Nana Osei Sarpong (for the Barekese-Marbang zone) as well as Mr. Godfred Paul Nti (for the Fufuo-Abira-Akyeiso zone) will be retiring by rotation at the end of this meeting.

The affected Directors had applied for re-election and as shareholders let us follow the due process to fill the vacancies created where necessary.

Before resuming his seat, Nana Owusu Sarfo Anwona II  took  the opportunity to express his  sincere thanks to his colleagues on the Board, for the excellent cooperation, and to fellow shareholders, for their  backing.

To the numerous customers and clients of the Bank, he repeated what he had  been saying over the years that; “We are very grateful for your custom”.

 

  1. DIRECTORS’ REPORT

Mr. Appiah Kusi, Vice Chairman of the Board of Directors, presented the Directors’ Report for the year ended 31st December 2017 on behalf of the Board of Directors.

He said that the Directors were responsible for the preparation of financial statements of the Bank for each financial year. He added that in preparing these financial statements, the Directors selected suitable Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent in accordance with applicable Accounting Standards. He told the house that the Directors were responsible for ensuring that proper accounting records were kept by the Bank to disclose with reasonable accuracy at any time its financial position. He stressed that the Directors were also responsible for safeguarding the Bank’s assets and taking reasonable steps for the prevention and detection of fraud and other irregularities.

Mr. Kusi averred that the year ending 31st December 2017 recorded an improvement in the Bank’s Stated Capital from GHs 2,355,844 in 2016 to GHs 2,621,896 recording an increase of GHs 266,052. He said that the number of issued shares also increased from  17,313.007 to  17,845,110 showing an increase of 532,103.

The Directors recommended the payment of dividend for the year of GHs0.065 per share on 17,815,183 ordinary shares which qualified for dividends amounting to GHs 1,157,987 (2016-GHs0.060) per share on 17,278,340 ordinary shares which qualified for dividend amounting to GHs1,036,700

The Vice Chairman affirmed that the Board of Directors is committed to ensuring good corporate goverance as a means of determining the direction and performance of the Bank.

  1. AUDITORS’ REPORT

Mr  Robert Donaldy, the Managing Partner of Donaldy and Associates (Chartered Accountants) said his firm audited the Bank in accordance with International Financial Reporting  Standards (IFRS) and in the manner required by the Companies Act 1963 (Act 179) and the Banks and Specialised Deposit-Taking Institutions Act, 2016 (Act 930).

Mr Donaldy, confirmed that Donaldy and Associates:

  • Obtained all the information and explanation which to the best of their knowledge and belief were necessary for the purpose of the audit
  • Proper books of account were kept by the Bank in so far as appears from the examination of those books; and the statementof the financial position and profit or loss and other comprehensive income are in agreement with the books of account
  • The bank’s transactionswere within its powers;
  • The Bank complied with the provisions of the Banks and Specialised Deposit-Taking Institutions Act 2016 (act 930).
  1. ACCEPTANCE OF REPORTS

Mr Kofi Boahene Asare (Asoyeboah)  moved for the acceptance of the Chairman’s, Directors’ and  Auditors’ Reports and he was seconded by Madam Mary Boahemma(Adankwame)

  1. MATTERS ARISING FROM REPORTS
  2. Mr Appiah Agyei (Kumasi)

He commended the Board and Management for the performance in the past year. He added  the Bank’s capital adequacy level was declining as a result of the various capital intensive projects embarked upon. He appealed to the board to take a second look at the Bank’s Capital Adequacy ratio.

  1. Nana Owusu (Fufuo)

He inquired on the eligibility for Directorship of the Bank.

The Board Chairman referred him to page 6 of the 2017 Annual Report and Financial Statements for the details of the eligibility for Directors.

He added that the Bank of Ghana’s 2018 Corporate Governance also spells details for the eligibility.

Nana Owusu

  • (Fufuo)

Requested for the details of the Bank’s donations to various communities in the Bank’s catchment as contained in the Chairman’s Report.

The Chairman directed Nana Owusu to contact the General Manager for the details of the donations.

  1. FIXING OF AUDITORS’ REMUNERATION

Upon a motion moved by Mr Adam Sarpong (Barekese) and seconded by Mr Kwaku Duah (Barekese) , the meeting authorized the Directors to fix the remuneration of Auditors.

  1. FIXING OF DIRECTORS’ REMUNERATION

Mr Adams Sarpong (Barekese) proposed an increase in the Directors’ remuneration and was seconded by Nana Antwi Boasiako. There were no objections, therefore, the Board was given the power to increase its renumeration.

  1. SPEECH BY DIGNITARIES
    • SPEECH OF MR KOJO MATTAH,MD- ARB APEX BANK(

Mr Mattah’s

congratulated the Shareholders, Directors and Management of the Bank on the occasions of the 30th Annual General Meeting as well as the commissioning of the new Abuakwa Branch.

He referred to the development in the Banking sector of the economy exposing deep cracks in the industry and attributed the situation to the laxity in the enforcement of prudential norms and the flagrant disregard for good corporate governance norms by majour actors in the financial sector.

On the new regulatory minimum capital requirement of GHs1.0 million, the ARB Apex Bank Managing Director said about 100 RCBs have met the requirement while others are also at various levels. He urged the remaining the RCBs to redouble their efforts to help them meet the December 2018 deadline set by the Regulators. Mr Mattah pointed out Nwabiagya Rural Bank as a consistent star performer as one of the first RCBs to meet the new minimum capital requirement.

The Shareholders, Board of Directors, Management and Staff of the Bank werecommended for the handsome profit of GHs 4.7million recorded for the 2017 Financial years as compared to GHs4.0 million posted for the previous year. He urged the Shareholders and Customers of the Bank to continue to invest in the Bank because from all the available ratios, the Bank was healthy and likely to continue to return good value to all Shareholders.

Mr Mattah finally commended the Board and Management of the Bank for being the first to be profiled in the “The Rural Banker” Magazine which was outdoored in 2018 as the official news magazine of RCBs.

12.2  ADDRESS BY MR PATRICK OWUSU, CHAPTER PRESIDENT ASSOCIATION OF RURAL BANKS-ASHANTI REGION

Mr Owusu brought warm regards from the Association of Rural Banks-Ghana, Ashanti Chapter and congratulated the Shareholders and the Bank on the 30th Annual General Meeting.

He expressed delight at the magnificent “Sika Fie” building and was happy to see that RCBs are playing roles in the changing of the landscape of the areas of their operations.

Mr Owusu entreated RCBs to embrace good Corporate Governance principles to ensure the suitability of their Banks.

Finally, he advised Shareholders and Customers of RCBs to be Corporate Ambassadors of their Banks  to ensure growth and development within their catchments.

12.3 ADDRESS BY NANA TAA ASIAKWA AGYEMAN IV(OTUMFO ASIAKWAHENE),

Nana address begun with congratulations to the Shareholders of the Bank on the occasion of the 30th Annual General Meeting. He praised the Board of Directors, Management and Staff of the Bank for working diligently since its inception.

Nana enumerated a number of projects the Bank has instituted within its catchment area especially the Barekese Senior High School and urged the Shareholders of the Bank not to relent in the acquisition of shares to inject more capital and ensure more Corporate Social Responsibility Projects in the Atwima Nwabiagya area.

He dwelt on the need to retain the Zonal System of representation of the Bank’s Board of Directors to ensure that the Atwima Nwabiagya identity in the Bank is not lost to “Foreigners”.

Nana called on the Board and Management of the Bank to continue with the Corporate Social Responsibility programmes and employ more of the youth within the Bank’s catchment area.

  1. RESOLUTION ON THE ZONAL SYSTEM

The General Manager read a proposal from Mr Adams Sarpong(Barekese) requesting the Annual General Meeting to adopt the Zonal System of representation on the Board of Directors of the Bank.

The proposal was therefore tabled and discussed by the Shareholders and it was therefore adopted by voice acclamation.

 

  1. COMMISSIONING AND DEDICATION OF SIKA FIE BUILDING

The Board Chairman, Nana Owusu Sarfo Anwona II, Mr Kojo Mattah(MD, ARB Apex Bank Ltd) and other Dignitaries presented at the ceremony joined to cut the tape to commission  the Bank’s new Abuakwa Branch christened “Sika Fie”.

The dedication of the building was led by Rev Fr Isaac Owusu Agyekum of the St Joseph of the Catholic Church Parish, Abuakwa.

 

  1. ELECTION OF DIRECTORS

Officials from the Municipal Electoral Commission Office in Nkawie were around to supervise the election of the Directors and the process was facilitated by eBits Company Limited through their e-voting software.

The Contestants for the Directorship and the results of the election were as  follows:

15.1 Barekese Zone

No Name of Candidate Votes Obtained in Figures Total Shares Remarks
1 Dr Asafo-Adjei 51 128,771
2 Mr Samuel Yaw Amoah 92 2,670,117 Elected
3 Mr Henry Osei Sarpong 115 965,759
4 Mr Maxwell Yeboah 103 8,141.471 Elected

 

 

15.2 Kumasi Zone

No Name of Candidate Votes Obtained in Figures Total Shares Remarks
1 Mr Kwame Yeboah 87 736,352
2 Mr Daniel Osei Yaw 80 3,827,203 Elected
3 Mr Kwame Appiah Adjei 152 3,535,165

15.2 Fufuo Zone

No Name of Candidate Votes Obtained in Figures Total Shares Remarks
1 Mr Eric Adu -Yeboah Elected unopposed
2 Mr Eric Nti Stepped down

16.

VOTE OF THANKS

Ms Eunice Ofori offered the vote of thanks for and on behalf of the Bank and thanked all and sundry for their patience and cooperation for a successful 30th Annual General Meeting.

  1. CLOSING

Proceedings ended at 5 .15pm with a prayer by Mr Appiah Kusi,