1 MINUTES OF THE 24th ANNUAL GENERAL MEETING (AGM) OF MEMBERS OF THE CARE COOPERATIVE SAVINGS AND CREDIT SOCIETY LIMITED (CARECOOP) HELD ON 13 th APRIL 2019, AT THE MULUNGUSHI INTERNATIONAL CONFERENCE CENTRE, LUSAKA Members Present: No. Name Organisation No. Name Organisation 1 Mr. Aaron Musumali Chola Zambart 51 Mr. Hurry Mushishi CRS 2 Mr. Abraham Alutuli General Member 52 Mr. Imasiku Lubasi CIDRZ 3 Mr. Albert Ndlovu CRS 53 Mr. Immaculate Chinyembe Plan International 4 Mr. Alfred Chitomfwa General Member 54 Mr. Isaac Muleba CareCoop 5 Mr. Alfred Tembo General Member 55 Mr. Isaac Mwape General Member 6 Mr. Allens Twambo CIDRZ 56 Mr. James Zulu CIDRZ 7 Mr. Andrew C Kasempa Zambart 57 Mr. Jobrith Abraham Mutembo General Member 8 Mr. Andrew Chanda General Member 58 Mr. Joe Mbao CRS 9 Mr. Antony Willombe CIDRZ 59 Mr. John Sinyangwe CIDRZ 10 Mr. Bernard Lusale EFC 60 Mr. Joseph Kakole Norwegian Church Aid 11 Mr. Bertson Maambo Banani International 61 Mr. Joseph Mubanga Mwape USAID Discover Health 12 Mr. Blackwell Kunda FHI 360 62 Mr. Joseph Pupe JSI Discover 13 Mr. Boyd Maswau CRS 63 Mr. Justus Katunulu Build it International 14 Mr. Brain Chirwa ABT 64 Mr. Kalima Tembo JSI AIDSFREE 15 Mr. Bright N Jere CIDRZ 65 Mr. Kambeu Chipimo CRS 16 Mr. Bryan Ngambi Save the Children 66 Mr. Kapanda Nsalu Chibesakunda JSI Discover 17 Mr. Bweupe Consolata Sakala Child fund 67 Mr. Kelly Siame Embassy of Ireland 18 Mr. Chifundo Phiri CIDRZ 68 Mr. Kelvin Muyuni PATH 19 Mr. Chimuka Muyuni EGPAF 69 Mr. Kennedy Chipampe SNV 20 Mr. Clement Mwakamui Simataa Zambart 70 Mr. Kennedy Mwale CIDRZ 21 Mr. Daniel Banda CIDRZ 71 Mr. Kudakwashe Mucheka CIDRZ 22 Mr. David Banda PATH 72 Mr. Lane-Lee Lyabola CIDRZ 23 Mr. David Kombe Musangu EFC 73 Mr. Lawrence Mwenge Zambart 24 Mr. David Lungowe Pact Zambia 74 Mr. Leonard Mulenga Chanda Zambart 25 Mr. Demetria Masebo General Member 75 Mr. Levi Mbulo CMMB 26 Mr. Denny Kapambwe Care International 76 Mr. Lloyd Simutowe CareCoop 27 Mr. Diamond Daka CIDRZ 77 Mr. Lovermore Mpofu CIDRZ 28 Mr. Diana Daka Expanded Church Response 78 Dr. Margrate Kamanga CIDRZ 29 Mr. Diana Mulenga Chinokoro US Embassy 79 Mr. Makabaniso Ndhlovu World Vision 30 Mr. Dickson Kaoma AIIHA 80 Mr. Makokwa Mack Mwala General Member 31 Mr. Douglas Mwasi General Member 81 Mr. Malama Mwila Save The Children 32 Mr. Earnest Muyunda PATH 82 Mr. Martin Sekeleti Weeffect (Swedish Embassy) 33 Mr. Edward Nkula Goma Diakonia 83 Mr. Matthias Simwinga CIDRZ 34 Mr. Elijah Sinyinza General Member 84 Mr. Matyola Malawo General Member 35 Mr. Elimus Phiri CRS 85 Mr. Melbourne Kanyense General Member 36 Mr. Emmanuel Lumbwe CIDRZ 86 Mr. Michael Mbulo Rural Fin Expansion Programme 37 Mr. Emmanuel Musonda CareCoop 87 Mr. Moses Zimba CIDRZ 38 Mr. Ephraim Sakala Zambart 88 Mr. Munalula Saloba Child fund 39 Mr. Ernest Banda Global Network 89 Mr. Mwansa Shibemba General Member 40 Mr. Ezechius Matabaro Pinewood 90 Mr. Mwenda Peter Siamunyo PATH 41 Mr. Ezekiel Tabaro Pinewood 91 Mr. Nicholas Munkinyi CRS 42 Mr. Fackson Salimu Jhpiego 92 Mr. Norman Mwansa Project Concern International 43 Mr. Felix Ngosa General Member 93 Mr. Nyambe Maboshe Plan International 44 Mr. Fidelity Milambo CRS 94 Mr. O’Brain Luneta CIDRZ 45 Mr. Freddie Simbeya Pinewood School 95 Mr. Oberty Maambo CRS 46 Mr. Fredrick Ngwenya Zambart 96 Mr. Obvious N. Chiyabanyama CIDRZ 47 Mr. George Mayaya USAID Discover Health 97 Mr. Patrick C Bwalya General Member 48 Mr. Gordon Mwanza CIDRZ 98 Mr. Patrick Kabwita Africare 49 Mr. Hasting Mwelwa Society for Family Health 99 Mr. Patson Sakala Society for Family Health 50 Mr. Hebron Yowela Afya Mzuri 100 Mr. Paul Hara Care International
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1
MINUTES OF THE 24th ANNUAL GENERAL MEETING (AGM) OF MEMBERS OF THE
CARE COOPERATIVE SAVINGS AND CREDIT SOCIETY LIMITED (CARECOOP)
HELD ON 13th APRIL 2019, AT THE MULUNGUSHI INTERNATIONAL CONFERENCE
CENTRE, LUSAKA
Members Present:
No. Name Organisation No. Name Organisation
1 Mr. Aaron Musumali Chola Zambart 51 Mr. Hurry Mushishi CRS
2 Mr. Abraham Alutuli General Member 52 Mr. Imasiku Lubasi CIDRZ
3 Mr. Albert Ndlovu CRS 53 Mr. Immaculate Chinyembe Plan International
4 Mr. Alfred Chitomfwa General Member 54 Mr. Isaac Muleba CareCoop
5 Mr. Alfred Tembo General Member 55 Mr. Isaac Mwape General Member
6 Mr. Allens Twambo CIDRZ 56 Mr. James Zulu CIDRZ
7 Mr. Andrew C Kasempa Zambart 57 Mr. Jobrith Abraham Mutembo General Member
8 Mr. Andrew Chanda General Member 58 Mr. Joe Mbao CRS
9 Mr. Antony Willombe CIDRZ 59 Mr. John Sinyangwe CIDRZ
10 Mr. Bernard Lusale EFC 60 Mr. Joseph Kakole Norwegian Church Aid
11 Mr. Bertson Maambo Banani International 61 Mr. Joseph Mubanga Mwape USAID Discover Health
12 Mr. Blackwell Kunda FHI 360 62 Mr. Joseph Pupe JSI Discover
13 Mr. Boyd Maswau CRS 63 Mr. Justus Katunulu Build it International
14 Mr. Brain Chirwa ABT 64 Mr. Kalima Tembo JSI AIDSFREE
15 Mr. Bright N Jere CIDRZ 65 Mr. Kambeu Chipimo CRS
16 Mr. Bryan Ngambi Save the Children 66 Mr. Kapanda Nsalu Chibesakunda JSI Discover
17 Mr. Bweupe Consolata Sakala Child fund 67 Mr. Kelly Siame Embassy of Ireland
18 Mr. Chifundo Phiri CIDRZ 68 Mr. Kelvin Muyuni PATH
19 Mr. Chimuka Muyuni EGPAF 69 Mr. Kennedy Chipampe SNV
20 Mr. Clement Mwakamui Simataa Zambart 70 Mr. Kennedy Mwale CIDRZ
21 Mr. Daniel Banda CIDRZ 71 Mr. Kudakwashe Mucheka CIDRZ
22 Mr. David Banda PATH 72 Mr. Lane-Lee Lyabola CIDRZ
23 Mr. David Kombe Musangu EFC 73 Mr. Lawrence Mwenge Zambart
24 Mr. David Lungowe Pact Zambia 74 Mr. Leonard Mulenga Chanda Zambart
25 Mr. Demetria Masebo General Member 75 Mr. Levi Mbulo CMMB
26 Mr. Denny Kapambwe Care International 76 Mr. Lloyd Simutowe CareCoop
27 Mr. Diamond Daka CIDRZ 77 Mr. Lovermore Mpofu CIDRZ
28 Mr. Diana Daka Expanded Church Response 78 Dr. Margrate Kamanga CIDRZ
29 Mr. Diana Mulenga Chinokoro US Embassy 79 Mr. Makabaniso Ndhlovu World Vision
30 Mr. Dickson Kaoma AIIHA 80 Mr. Makokwa Mack Mwala General Member
31 Mr. Douglas Mwasi General Member 81 Mr. Malama Mwila Save The Children
32 Mr. Earnest Muyunda PATH 82 Mr. Martin Sekeleti Weeffect (Swedish Embassy)
33 Mr. Edward Nkula Goma Diakonia 83 Mr. Matthias Simwinga CIDRZ
34 Mr. Elijah Sinyinza General Member 84 Mr. Matyola Malawo General Member
35 Mr. Elimus Phiri CRS 85 Mr. Melbourne Kanyense General Member
36 Mr. Emmanuel Lumbwe CIDRZ 86 Mr. Michael Mbulo Rural Fin Expansion Programme
37 Mr. Emmanuel Musonda CareCoop 87 Mr. Moses Zimba CIDRZ
38 Mr. Ephraim Sakala Zambart 88 Mr. Munalula Saloba Child fund
39 Mr. Ernest Banda Global Network 89 Mr. Mwansa Shibemba General Member
40 Mr. Ezechius Matabaro Pinewood 90 Mr. Mwenda Peter Siamunyo PATH
41 Mr. Ezekiel Tabaro Pinewood 91 Mr. Nicholas Munkinyi CRS
42 Mr. Fackson Salimu Jhpiego 92 Mr. Norman Mwansa Project Concern International
43 Mr. Felix Ngosa General Member 93 Mr. Nyambe Maboshe Plan International
44 Mr. Fidelity Milambo CRS 94 Mr. O’Brain Luneta CIDRZ
45 Mr. Freddie Simbeya Pinewood School 95 Mr. Oberty Maambo CRS
46 Mr. Fredrick Ngwenya Zambart 96 Mr. Obvious N. Chiyabanyama CIDRZ
47 Mr. George Mayaya USAID Discover Health 97 Mr. Patrick C Bwalya General Member
48 Mr. Gordon Mwanza CIDRZ 98 Mr. Patrick Kabwita Africare
49 Mr. Hasting Mwelwa Society for Family Health 99 Mr. Patson Sakala Society for Family Health
50 Mr. Hebron Yowela Afya Mzuri 100 Mr. Paul Hara Care International
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No. Name Organisation No. Name Organisation
101 Mr. Peter Safeli CRS 151 Ms. Grace Musenge Simasiku General Member
102 Mr. Pharnwell Kalwa COMACO 152 Ms. Helen Chirwa General Member
103 Mr. Pharon Manda CareCoop 153 Ms. Hope Sikalenje Nunkwe General Member
104 Mr. Plan Chama Mubanga Plan International 154 Ms. Jacinta Patricia W.K. Shilimi General Member
105 Mr. Rabecca Shawa General Member 155 Ms. Janet Chinyama CIDRZ
106 Mr. Regis Gwaba General Member 156 Ms. Jennipher Sakala General Member
107 Mr. Richard Simugala General Member 157 Ms. Joyce Dube CIDRZ
108 Mr. Samson Musonda CIDRZ 158 Ms. Judith Songwe CRS
In response Mr. Jerahuni explained that most members make repayments through their respective
companies. He further illustrated that on the development model, factors to consider include: (i)
the nature of the members that are borrowing; (ii) various securities that CareCoop offers; and (iii)
various insurances effectiveness, including self-insurance by members, in addition to CareCoop
insuring the fund itself. He gave an example that in the event that 10 members borrowed ZMW
10 million from CareCoop and they died, the risk exposure is covered by the value of their
insurance contribution. He advised that insurance fund is the best way to manage the risk, subject
to the Board and management decision on how they feel they can manage it, including signing
Memorandum of Understandings (MoUs) with respective organisations on acceptable risk levels,
to ascertain the level of risk with each respective institution, including the risk of institution closing
down and delayed employee salary payments.
Question 2: Mr. Isaac Mwape, general member, requested Mr. Jerahuni to shed more light on
credit risk in the new IFRS 9 paradigm dimension to avoid allowing for a simplified definition of
credit loss as has been the practice with CareCoop in the past, for fear of exaggerating the risk.
Mr. Jerahuni responded that simplified credit risk definition only applies to trade receivable
balances and is not recommended for CareCoop. He stated that CareCoop uses financial assets,
which are more suited to the general approach. He gave the example of applying probabilities and
aging the credit and stated that the risk of a member defaulting is much higher when they have
reached 90 days without making a repayment.
10.0 AUDITOR’S OPINION ON 2018 AUDITED FINANCIAL STATEMENTS
The Board Secretary invited the PKF Zambia Chartered Accountants, auditors of CareCoop 2018
financial statements to give their opinion over the 2018 CareCoop audited financial statements.
The PKF Zambia Chartered Accountants representative stated that in their opinion, the 2018
financial statements give a true and fair view of the financial position of the Cooperative as at 31st
December 2018, and of its financial performance and cash flows for the year then ended in
accordance with the International Financial Reporting Standards (IFRS) and the Cooperative
Societies Act No. 20 of 1998.
Following the presentations of the auditor’s opinion on the 2018 audited financial statements, the
Board Secretary proposed that the AGM delegates take a short break, following which there would
be a presentation and adoption of the 2018 audited financial statements. The AGM delegates went
for tea break at 11:38 Hrs.
11.0 PRESENTATION AND ADOPTION OF 2018 AUDITED FINANCIAL
STATEMENTS
At 12:05hrs the Board Treasurer, Mr. Abraham Alutuli led the Presentation and Adoption of the
2018 Audited Financial Statements.
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11.1 Under the Statement of Income and Expenditure and Other Comprehensive Income for the
year ended 31st December 2018, the Board Treasurer presented the following highlights:
(i) Operating Surplus – There had been an improvement in operating surplus from ZMW
2,912,566 in 2017 to ZMW 9,974,181 in 2018, an increase of 242%
(ii) Fair value gain on investment property – There had been appreciation in value of the land and
the new land allocations to CareCoop members for land acquired in Mungule area
(iii) Administrative Expenses. There were increases in the Administrative expenses due to hiring
of additional staff and increase in staff salaries.
(iv) Board and Committee expenses. The expenses for this account rose due to implementation of
new initiatives during 2018 (Strategic Plan development, performance measurement systems,
revision of new structure, reconciliation of accounts), leading to increased Board meetings and
expenses
(v) Net Operating surplus/deficit – This was affected by the implementation of the IFRS9 which
pushed the amount into a deficit/negative
(vi) Other Income. This refers to repayment deposit by members without submitting deposit slips,
leading to challenges in reconciling the account. In most cases the deposits accumulate fo a year
or more in the Other Income account.
(vii) Income tax expense - zero
(viii) Total Comprehensive surplus. Moved from net loss of (ZMW178,812) during 2017 to ZMW
7,769,981 in 2018
11.2 Under the Statement of Financial Position for the Year ended 31st December 2018, the Board
Treasurer gave the following highlights to the 2018 AGM delegates:
(i) Total Assets – Increased by 26% from ZMW 62,776,236 in 2017 to ZMW 78,785, 112 in 2018
due to increase in property value and land inventory in Mungule;
(ii) Loans and advances increased from ZMW 40,046,685 in 2017 to ZMW 53,988,777 in 2018
(iii) Capital and Reserves increased due to increases in loans and advances
11.3 Questions, Comments and Answers Session on Presentation and Adoption of 2018
Audited Financial Statements.
Question 1 Mr. Lawrence Mwenge of ZAMBART stated that under Other Income, the funds
have been sitting in the account for the past 2 years and expressed concern people may make
trouble about the money.
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Answer: The Board Treasurer responded that as members get their statements of their bank
accounts, and realise that the deposit amounts have been left out, they will come forward to
CareCoop to have the situation rectified, and in the process reconcile the Other Income account
Question 2.0 Ms. Sarah Ngoma, General member, expressed concern that there have been times
when she had deposited money into the CareCoop account and sent proof of payment via email,
but has never received any response from CareCoop acknowledging the payment.
Answer. In response to the question, the Board Treasurer stated that those are some of the issues
that the Board is working with CareCoop management to ensure that such incidents do not occur.
Question 3.0 Mr. Lawrence Mwenge of ZAMBART observed that the Board and Committee
meeting expenses in the financial statement are ever increasing and wondered whether AGM
delegates should expect the trend to continue?
Answer: In response, the Board Treasurer attributed the increase in Board and Committee
expenses to more frequent sittings arising due to the development of the 2019 – 2021 Strategic
Plan, the reconciliation of CareCoop accounts, development of Performance Management
Systems and new corporate structure among other initiatives, and assured the AGM delegates the
Board and Committee expenses were likely to decline in the near future and some of the activities
fall out.
There being no further questions and discussions on the Agenda item, the Board Secretary moved
a motion to have the Care Coop 2018 financial statements to be adopted as a true reflection of the
financial transactions.
Proposer: Mr. James Zulu from CIDRZ proposed that the 2018 CareCoop financial statements
be adopted by the AGM delegates.
Seconder: Mr. Joseph Mupeta from CRS seconded the motion.
AGM Resolution: The CareCoop 2018 Annual financial statements were adopted as a true record
reflection of the financial transactions during the period.
The Board Secretary acknowledged the presence of invited guests from other Cooperative credit
unions including Nkwazi Co-operative Savings and Credit Society, Norwegian Church Aid,
Zambia Police, and the MCTI.
12.0 DECLARATION OF DIVIDENDS
The Board Treasurer led the presentation on Declaration of Dividends. He informed the 2018
AGM delegates that the total comprehensive surplus for the year 2018 was ZMW 7,769,981
attributable to:
Retained Earnings 5,867,550
Capital Funds 498,303
General Reserves 996,606
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Education Fund 249,152
Revaluation reserves 158,370
The Board Treasurer explained that due to implementation of the IFRS 9, the losses incurred
reduced the retained earnings for the year.
The Board of Directors proposed a final dividend of ZMW 113 per share for the year 2018 (from
ZMW 88.99 per share in 2017), amounting to a total of ZMW 3,238,971.
12.1 Question and Answer Session on Declaration of Dividend
Question. Mr. Felix Ngosa from Norwegian Church Aid (NCA) requested to know what the
Education Fund was used for.
Answer. In response, the Board Treasurer explained that the Education Fund was created for
corporate social responsibility and training.
Question 2: Mr. Isaac Mwape, General member, requested to know why the 2018 retained earnings
have accumulated to ZMW 3.2 million.
Answer: The Board Treasurer explained that in the past, all what was retained used to be declared
as dividend, and therefore reducing the figure to zero. He stated that with the effecting of
implementation of the IFRS 9 the provisions for risk pushed the retained earnings to ZMW
3,238,971 in 2018 and (– ZMW 2,628,579) in 2017.
The Board Treasurer put forward a motion for the CareCoop Board to declare a ZMW 113.00
dividend for the 2018 Annual Year amounting to a total of ZMW 3,238,971.
Proposer for the Dividend: Mr. Matthias Mwinga of CIRDZ proposed that the ZMW 113.00
dividend be declared, and was seconded by Malawo Matyola a General Member
AGM Resolution: A dividend of ZMW 113.00 for 2018 amounting to a total of ZMW 3,238,971
was adopted by the 2018 AGM delegates
13.0 SELECTION OF THE 2019 AUDITORS
The Board Treasurer informed AGM delegates that the Care Cooperative Savings and Credit
Society Limited auditors for 2018, PKF Zambia Chartered Accountants (ZCA) indicated their
willingness to continue as auditors during 2019. In line with the ZCA rotation requirements, and
having worked with PKF for only 2 years, PKF were still eligible to work as CareCoop auditors
until the end of the 2019 AGM.
The Board Treasurer put forward a proposal for CareCoop to continue working with PKF Zambia
Chartered Accountants for the year 2019.
Proposer: Mr. Felix Ngosa of Norwegian Church Aid proposed that CareCoop continues
working with PKF Zambia Chartered Accountants for the year 2019.
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Seconder: Mr. Patson Sakala of SFH seconded the proposal
AGM Resolution: That CareCoop continues to work with PKF Zambia Chartered Accountants
as auditors for the year 2019.
14.0 ADJUSTMENT TO BOARD ALLOWANCES
The Board Treasurer requested the Vice Treasurer to lead the discussions on the agenda item on
Adjustment to Board Allowances.
The Vice Treasurer, John Sinyangwe stated that CareCoop has experienced growth over the period
of the last 3 years leading to a balance sheet of over ZMW 78.79 million as reflected in the financial
statements. He stated that there was need therefore to adjust Board allowances upwards in order
to attract and retain an affordable, effective, experienced and efficient cadre of Board members
and to enable them meet incidental expenses such as fuel for travelling to Board meetings.
The Vice Treasurer explained that the initial sitting allowance amount was adjusted to ZMW 450
four years ago, from ZMW 400 when the Board was mandated to sit twice in a month. He further
stated that along with the revised Care Coop By-laws, the Board has put systems in place including
an ICT system, reconciliation of accounts, improved record management, strategic plan,
necessitating the Board to be taking a strategic role and sitting on a quarterly basis, as opposed to
monthly. The Vice Treasurer implored the AGM delegates to take into consideration the fact the
CareCoop Board members have other core responsibilities, which they sacrifice to undertake Care
Coop work to ensure smooth implementation of CareCoop initiatives, including revision of By-
Laws, emergency loans lead times and Strategic Plan..
The Vice Treasurer requested the AGM delegates to give mandate to the Board to increase Board
members’ sitting allowances through CareCoop management to suggest an increase in allowances
to the Board.
14.1 Questions and Answers Session for Adjustment to Board Allowances
Question 1: Mr. Lawrence Mwenge of ZAMBART proposed that there is need to be specific and
propose an exact figure in the increase, as opposed to leaving it open to CareCoop management
to propose an amount at a later stage. The sentiment was echoed by Mr. Isaac Mwape and Mr.
Felix Ngosa who also wanted a specific increase figure as opposed to giving the Board a “blank
cheque” to write a figure at a later stage.
Answer: In reaction to the contributions from the AGM delegates who suggested that the Board
comes up with a specific figure, the Board Vice Treasurer proposed a monthly allowance of ZMW
1000, translating into ZMW 3,000 per quarter.
The Care Coop Board Chairperson noted that adjustment to board allowances was a difficult
motion because Board members are interested parties. He advised that there is also need to
compare CareCoop practices with existing Corporate practices elsewhere in the industry such as
Madison Insurance, but at the same time not drifting away from the provisions of the Co-
operatives Societies Act No. 20 of 1998. He appealed to the AGM delegates not to look at
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personalities on the Board when deliberating the issue of adjustment of allowances, as these come
and go, but to consider the responsibilities of the Board members, and also take into account the
fact that for the last 4 years, there have been no adjustments. Mr. Lane Lee Lyabola added that the
adjustment should take into account changes in exchange rates, depreciation of the Kwacha, and
the rise in communication and fuel expenses over time.
The issue of adjustment to Board allowances was discussed for a long time, and in principle AGM
delegates were agreeable to an increase in the Board sitting allowance.
Following the lengthy protracted deliberations, the Board Chairman proposed to take motions and
proposals on the actual increase amount. He emphasised that there is need for the AGM delegates
as decision makers to advise the Board and provide inputs into the motion. Mr. Joseph Pupe from
JSI Discover Health insisted that there is need to hold the Board accountable for the allowances
they are getting by coming up with key performance indicators for their deliverables.
The Board Secretary requested for proposals from AGM delegates on how much the allowance
should be adjusted and the following were proposed and seconded.
1. Mr. Mathias Mwiinga of CIDRZ put forward a motion to increase the allowance by 60% from
ZMW 450 to ZMW 720 and was seconded by Mr/Ms Bwalya Kasoma, a general member
2. A motion for an increase of the allowance to ZMW 2,000 was proposed by Mr. Obrien Mumba
of CIDRZ and seconded by Ms. Angela Nkole of CIDRZ.
3. The Vice Treasurer’s motion to increase the allowance to ZMW 3,000, was seconded by Ms.
Tamara Moyo of CIDRZ and Mr. Gift Kalaba a general member
The Registrar of Cooperatives and Supervisory Committee members were thereafter requested to
put the 3 motions in the table below to vote:
Table 14.1 on Motions for Board Allowance Adjustments
No. Motion
Motion1: Increase the Board Allowance by 60% from ZMW 450/month to ZMW 720 per Quarter
Motion 2: Increase the Board Allowance from ZMW 450/month to ZMW 2,000 per Quarter Motion 3: Increase the Board Allowance from ZMW 450/month to ZMW 3,000 per Quarter
The Registrar of Cooperatives went through and read out the three motions put forward in order
for the delegates to understand them. The AGM delegates were requested to vote by show of
ballot papers by hands: Pink for Motion1, Yellow for Motion 2 and Blue ballot papers for Motion
3.
Results of the Votes. The majority of the delegates voted with Yellow ballot paper - Motion 2:
Increase the Board Allowance from ZMW 450 per monthly sitting to ZMW 2,000 per Quarter
AGM Resolution: The 2018 AGM delegates resolved that the CareCoop Board allowances be
adjusted to ZMW 2,000 per quarterly sitting effective 13th April 2019.
15.0 SUPERVISORY COMMITTEE’S (SC) REPORT
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Mr. Chimuka Muyuni, the outgoing Supervisory Committee Chairperson went through the
Supervisory Committee report outlining the Committee mission statement, preface, and
composition. He stated that the members of the Committee are not part of the CareCoop Board
of Directors, and thus being an independent body
He highlighted the findings of the SC report, including among other items, observations and risk
rating on issues related to ICT-server room, poor record management, policies and manuals, share
register and system loan management. He stated that the findings contained in the Supervisory
Committee report included both matters that were reported during 2017, and issues from the
current period.
He stated that the report also highlighted instances of fraudulent acts by CareCoop members, who
falsified loan application information, and noted that some members were defaulting in paying
back loans. The report further stated that planned activities for 2019 by the Committee included
areas related to risk management, financial controls review, ICT systems, procurement, and loans
and advances.
15.1 Question and Answer Session Supervisory Committee Report
Question 1.0 During a question and answer session on the Supervisory Committee report, Mr.
Gordon Mwanza of CIDRZ, requested to know what new interventions were contained in the
Committee Report. Answer: In response, to supplement Mr. Muyuni’s presentation the Board
Chairperson stated that the CareCoop Board has put in measures to avoid micro managing the
CareCoop Secretariat, including a performance management system derived from the 2019 - 2021
Strategic Plan objectives, which will form the basis of performance assessment system on each
staff member’s expected deliverables.
Question 2. On Item No. 3 related to Policies and Manuals in the Supervisory Committee report,
Mr. Kudakwashe Mucheka from CIRDZ expressed concern that though a financial manual is in
place it is obsolete, there is need to revise the manual which was developed in 2006, rendering the
issue to have been outstanding for 49 months. He wondered how the legitimate the CareCoop
audit was, if it was based on such an old Manual, and requested that the Supervisory Report be
revised to reflect the fact that the financial manual needs to be revised, and not a draft.
Answer: In response, the SC Chairman apologised to the delegates that the issue of the Financial
Manual looks like it has taken so long, but stated that actions have been taken to ensure that it is
revised
Question 3.0 Mr. Mucheka Kudakwashe of CIDRZ sought clarification on what the ICT firm
engaged to develop a CSV platform in the databases is benefiting the users.
Answer: In response the delegates were informed by the SC Chairperson that CareCoop now has
an ICT licence with a due diligence conducted by the Board which meets all the CareCoop
requirements. In addition CareCoop has recruited one additional staff.
Question 4.0. Dr. Besnart N’gandu, general member commended the Supervisory Committee for
the job well done in stating how long the risks have been outstanding for. She further emphasized
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the need to hold someone liable for taking action on the risks identified so that they are minimised,
and cited the issue of duplicated dividend payments that has been outstanding for 6 months
without taking action.
On the issue of the Human Resources Manual and in response to Dr. Ng’andu’s concern, the
Board Chairperson informed the AGM delegates that the HR Manual is only 3 years old. He
further added that the General Manager has a clear cut agreement with the Board, as part of the
performance management system, which ties him to deliver.
16.0 LAUNCH OF THE SHARES PROSPECTUS 2019
The Care Coop Vice Treasurer informed the AGM members that CareCoop adopted the Net
Asset Value method in coming up with the share price, and that the share price has increased in
number. He defined the Net Share Value method = (Total shareholder member assets – liabilities)
divided by (the Number of shareholders). He stated that one CareCoop share was valued at ZMW
542 at the time the 2018 AGM was being held, and that CareCoop was offering a maximum of
100 shares per qualified member.
He further stated that there were a number of payment methods for shares, including Point of
Sale, cheque payment, bank transfer, and offsetting loan savings, among others. He informed the
delegates that the share offer period will run for the period from 15th April to 30th September 2019.
The Vice Treasurer outlined the reasons for floating the shares as follows:(a) To align ourselves to
ensure growth and increase involvement; (b) To diversify investments; and (c) To enable ourselves
to venture into long-term investments.
16.1 Question and Answer Session – Launch of the Shares Prospectus 2019
Question 1: Mr. Isaac Mwape, general member, wanted more information on the allotment of
shares in line with the Cooperative Societies Act No. 20 of 1998, and Statutory Instrument No. 26
of 1996 which stipulates that no single member of CareCoop can own more than 20% of Care
Coop shares.
Answer. In response to Mr. Mwape’s quest for clarification on allotment of shares, and in view of
the limited time remaining, the Board Chairperson referred him and other CareCoop members to
refer to the Cooperative Act No 20 of 1998 for details on allotment of shares.
Question 2: Mr. Gordon Mwanza of CIDRZ, wanted to know the status of his shares following
allotment of 70 shares, and expressed concern that floating of shares was not being managed
prudently at CareCoop.
Answer The Vice Treasurer stated that the highest number of shares that can be allotted to an
individual is 100, and that a member will be issued with a certificate upon buying shares. He advised
Mr. Gordon Mwanza to follow up on the status of his shares with CareCoop management.
The Vice Treasurer informed the AGM delegates the Share Prospectus will be formally launched
on Monday 15th April 2019 for those who wished to acquire shares
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17.0 LAUNCH OF THE STRATEGIC PLAN
Ms. Rose Lungu informed the delegates that the Board worked very hard to facilitate development
of the new 2019 - 2021 Care Coop Strategic Plan with very robust interventions in order to resolve
some of the issues and challenges that were outstanding.
She explained that the 2019 - 2021 Care Coop Strategic Plan has four (4) strategic areas of