Notice and Agenda of the Seventeenth Annual General Meeting
NOTICE IS HEREBY GIVEN that the Seventeenth Annual General Meeting of the Members of Copperbelt Energy Corporation Plc will be held at CEC Ravens Country Club, corner Central Street/24th Avenue, Kitwe on Tuesday, 31 March 2015, commencing at 10:00 hours to transact the following business:
A Call to Order
Call to order, tabling of proxies and announcement concerning quorum in attendance.
B Resolution 1 – Adoption of Minutes
To consider and adopt the minutes of the Sixteenth Annual General Meeting held on Friday, 25 July 2014.
C Resolution 2 – Adoption of Directors’ Report and Financial Statements
To receive and adopt the Directors’ Report and the Financial Statements for the year ended 31 December 2014, together with the Report thereon of the auditors.
D Resolution 3 – Appointment of Auditors
To consider and adopt the recommendation for the re-appointment of Messrs KPMG as Auditors of the Company and to authorise the Directors to set their remuneration.
E Resolution 4 – Appointment of Directors
To consider and adopt the recommendation of the Directors for the re-appointment of Dr Sixtus Mulenga and Mr Joe Mwansa Chisanga as Directors in accordance with Article 14.4 of the Articles of Association of the Company.
F Resolution 5 – Directors’ Remuneration
To consider and adopt the recommendation of the Directors for an upward adjustment of the quarterly fees and sitting allowances.
G. To transact such other business as may properly be transacted at an Annual General Meeting.
NOTES
1.(a)
A Member entitled to attend and vote at the meeting is entitled to appoint a proxy by form of proxy or power of attorney to attend and vote in his/her/its place. Such proxy need not be a Member of the Company. The instrument appointing a proxy and, if applicable, the authority under which it is signed, must be deposited at the office of the Company Secretary at Headquarters, 23rd Avenue, Nkana East, Kitwe or faxed to fax number 00 260 (0) 212 244212 or 244040 or alternatively deposited at the Lusaka offices of CEC, 1st Floor Abacus Square, Thabo Mbeki Road, Lusaka not less than 48 hours before the time appointed for holding the meeting.
(b)
Members are advised that the Company has a website providing full details to Members and prospective investors of its operations, activities and results. Posted on the website are copies of the Notice and Agenda for the Annual General Meeting, the appropriate Forms of Proxy, the Annual Report of the Company for the year ended 31 December 2014 and other relevant documents. The Company’s web address is www.cecinvestor.com.
2. Note to Resolution 5 above
(a)
The Board is responsible for considering the said remuneration, subject to approval by the Members of the Company.
(b)
There has been an increased responsibility on the part of the Board following the Company’s business growth within and beyond Zambia. Further, the Directors’ remuneration was last adjusted for inflation at the Annual General Meeting in 2013.
(c)
In this regard, the Board has carefully considered the prevailing market rates in determining the appropriate remuneration of Directors as follows:
i) Quarterly fees
- Vice Chairperson from USD2,616.92 to USD3,271.15 per quarter
- Other Directors from USD1,875.38 to USD2,616.92 per quarter
ii) Sitting allowance for attendance
All Directors from USD872.31 to USD1,090.38 per sitting
iii) Committee Fees for attendance
Retention of Committee fees at the current rate of USD1,874.00 per sitting
By order of the Board
Julia C Z Chaila (Mrs)
Company Secretary
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