FIRST ALUMINIUM NIGERIA PLC

Transcription

1 MINUTES OF THE FIFTY FOURTH ANNUAL GENERAL MEETING OF FIRST ALUMINIUM NIGERIA PLC HELD AT AIRPORT HOTEL, 111, OBAFEMI AWOLOWO WAY, IKEJA, LAGOS ON WEDNESDAY 14 TH MAY 2014 AT A.M. PRESENT Alhaji S. S. Baffa Chairman Mr. Robin Neville Acting Managing Director Chief J. N. Ajene Non-Executive Director Mr. John Dixon Commercial Director Mr. Mike Okolo Executive Director Chief T. A. Okoronkwo Chairman Audit Committee Mr. G. O. Kabiawu Audit Committee Member Mr. S. O. Ogunnowo Audit Committee Member Seventy One other shareholders were also present in person or by proxy IN ATTENDANCE Mr. Ebenezer Olabisi Representing the Auditors BDO Professional Services Mrs. S. K. Osedo Representing the Secretary Mr. Obioma Oge Representing the Nigerian Stock Exchange Mrs. Morenike Esuk Representing Securities & Exchange Commission Mr. Stanley Nwadiaru Representing Union Registrars Ltd OPENING 1 The Chairman welcomed those present and introduced the Directors, Officials and Advisers. He tendered apology on behalf of Chief H. C. Okolo, who was unavoidably absent. After confirming that a quorum was present in accordance

2 2 with the company s Articles of Association, the Chairman declared the meeting open. REGISTER 2 The Chairman informed the meeting that the register of OF Directors shareholdings was available for inspection in DIRECTORS accordance with Section 275(8) of Companies and Allied SHAREHOLDINGS Matters Act, NOTICE OF 3 Mrs. S. K. Osedo read the notice convening the meeting. MEETING CHAIRMAN S 4 STATEMENT The Chairman s statement was taken as read. MANAGING 5 DIRECTOR S The Managing Director s review was taken as read. DIRECTORS 6 The Report of the Directors was taken as read. AUDITORS 7 The Auditors report was read by Mr. Ebenezer Olabisi AUDIT 8 The report of the Audit Committee was read by Chief T. A. COMMITTEE Okoronkwo. AUDITED 9 The Chairman proposed: FINANCIAL That the Report of the Directors, the Audited Financial

3 3 STATEMENTS Statements for the year ended 31 st December 2013 and the Reports of the Auditors and Audit Committee thereon laid before this meeting be received. Mr. Michael Cole, a shareholder, seconded the The Chairman invited questions from the shareholders. After the questions have been answered by the Chairman and Managing Director, the Chairman put the resolution to the meeting and RE-ELECTION 10 DIRECTORS Mr. Jibonu Godfrey, a shareholder, proposed: That Chief John Ajene, who retires by rotation at this meeting and has offered himself for re-election, be reelected a Director of the company. Igwe Robert Iheanyichukwu. a shareholder, proposed: That Mr. John Dixon, who retires by rotation at this meeting and has offered himself for re-election, be reelected a Director of the Company. Igwe Robert Iheanyichukwu. a shareholder, proposed:

4 4 That Mr. Robin Neville, who was appointed the Acting Managing Director since the last annual general meeting, be elected a Director of the company. AUDITORS 11 Mr. Adeleke Adebisi Ishola, a shareholder, proposed: That the Directors be authorised to fix the remuneration of the auditors for the year ending 31st December Mr. Orefuwa Oluwatobi Solomon, a shareholder, seconded the The Chairman put the resolution to the meeting and AUDIT 12 The Chairman announced that three shareholders, namely, COMMITTEE Chief T. A. Okoronkwo, Mr. S. O. Ogunnowo and Mr. Kolawole Ganiyu Amoo were nominated for election to fill the three shareholder positions on the audit committee. Igwe Robert Iheanyichukwu proposed: That Chief Timothy A. Okoronkwo, Mr. Sunday O. Ogunnowo and Mr. Kolawole Ganiyu Amoo be elected as representatives of the shareholders on the Audit Committee. Mrs. Adeponle Mary Funmilayo, a shareholder, seconded the resolution.

5 5 DIRECTORS 13 FEES Mr. Adeleke Oladimeji Bolaji, a shareholder, proposed: That the remuneration of the Directors amounting to N33,691,000 for the year ended 31 st December 2013 be approved. Mr. Orefuwa Oluwatobi Solomon, a shareholder, seconded the The Chairman put the resolution to the meeting and The Chairman declared the meeting closed at p.m. C H A I R M A N