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9 items tagged "Corporate and governance"
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Reading the Olympia Capital Tea Leaves
» bankelele Reading the Olympia Capital Tea Leaves -
Athi River Mining Board evicts Bamburi Cement as Director
» bankelele 
Excerpts from the 2009 Athi River Mining annual general meeting (AGM)
Athi River Mining, Kenya’s 3rd largest cement company held its annual general meeting (AGM) on June 11 2009 at the Grand Laico Regency Hotel. It was mainly presided over by the Chairman Mr. Palle Rune and Managing Director Pradeep Paunrana.
After the finance director gave a review of 2008 performance – sales of 4.6 billion ($58 million) and a profit of 503 million ($6.3 million) (but had an error column labeled 2009 numbers and skipped over the net current assts position instead focusing on global credit rating A1 rating of the company)), the MD took over and outlined his plans for the company going forward along with a talk on the state of the cement business in East Africa.
ARM Outlook
- ARM had no cement growth in 2008 because they are at full capacity, and same with fertilizer. fertilizer sales rose sharply to almost 1 billion shillings, but that was because the price of fertilizer shot up in Keya. It is mainly sold o tea farmers, cheaper than fertilizer imported by KTDA and gives better yield. Silicate sold mainly export markets Mozambique, Malawi, SA
- 26% of ARM sales were from exports, but were hampered by strong shilling
- Project to haves sales of 6 billion in 2010 rising to 13.4 billion by 2012
- Currently produce 1,000 tons per day for the Kenya market that has 5,000 tones per day production capacity. With new plant in Tanzania, ARM will go to 2,000 tons per day from January 2010 - the new plant in Tanzania will be largest plant in east Africa
- improved production efficiency: now have the best margins in cement production in Kenya, ahead of Bamburi and a distant EAPC.
- improved energy efficiency in cement production - East Africa. Saved 16% (about25m) in 2008 and expect to save about 50 million in 2009 – they have achieved international benchmarks
- building their own clinker plant in Tanzania, locally produced clinker cheaper than imported clinker by about 1/3
Cement in EA
- Cement a growth business, and there’s great demand in this part of Africa for building work, and in the future for roads
- Cement grows at 2x GDP in east Africa , and has been at about 15% p.a. for last few years
- Comparing cement companies across region shows a variation in pre-tax profit margins ranging from 36% at PPC (SAfrica) and Tanga (Tanzania), while in Kenya Bamburi was 18%, ARM 17% and EAPC -13%
- Egypt became a new importer of cement in 2008
Shareholder Q&A
- borrowing costs are high and growing, why? high borrowing for expansion- they chose that route instead of the equity one. which will probably strenthen Bamburi's position
- acquired minority shares in Tanzania subsidiary, but did not get Kenya shareholder approval, why not? Chairman said they’d never get anything done if they had to bring such things to a vote
- Why not sell cement in south Sudan and Rwanda? Wont go for those markets, they are focused now on the highly profitable Tanzania market, and less profitable S. Sudan market is better served by rivals (tororo and hima)
- when will shareholders visit new Kaloleni plant as promised by the board? perhaps AGM next year will be held there, but its open year round for any shareholder to visit
- why is ARM cement and fertilizer not seen in retail shops around the country ? MD explained that virtually all their product was sold to repeat customers – e.g. contractors who took the cement at factory to building sites, and same with tea farmers
Hot Button moment: director elections
Three directors were up for re-election – Bamburi Cement, Michael Gondwe and the deputy chairman H. Paunrana, none of whom were present or reprsented.
Bamburi Cement, a rival and Kenya’s largest cement producer own almost 14% of company, and are second largest shareholder in company. Bamburi had not sent a representative, and their reserved seat at the board dais was empty
- The Chairman recommend that shareholders vote against the re-election of Bamburi. He said it was clear that Bamburi does not want ARM to grow or produce more cement. They have been trying to sabotage ARM in international circles. I noticed in the minutes of last years meeting, for the vote to split the company management, Bamburi had requested a poll vote be taken. Chairman summed it up by saying that the board was not comfortable disusing ARM company business in the presence of a Bamburi representative
- One Shareholder queried if company had obtained legal advice to which chairman answered yes the board had even got two opinions
- Another shareholder feared that if Bamburi were voted out and then dumped their shares, it would affect other investor; the deputy MD replied that snares would be snapped up quickly and said Bamburi rights as a shareholder and director were separate unrelated matters
- Another shareholder asked about an ongoing land dispute between ARM and Bamburi for limestone deposits; CEO summed it up as follows: ARM scouted and located a deposit of limestone. Signed a least for 540 acres with Kitui town council. Bamburi tried to get this overturned, and the former Local Govt. Minister Musikari Kombo had tried to broker a sharing arrangement. Bamburi got high court injunction and ARM and Kitui council have now gone to court of appeal, a process that may take years. Courts and government tried to broker a settlement, but two companies are too far apart
- After the arguments shareholders present unanimously voted against the re-election of Bamburi as a director of the company.
- The two other directors, though absent, were re-elected unanimously. Mr. Gondwe of PTA, the company’s bankers had given his apologies as he was involved with other bank business on that day, while Mzee (old man) Paunrana, though over 70 was described by other directors as being a key guide in day to day management of company (not just a honorary deputy chair)
Goodies: T-shirt, tote-bad, keychain, lunchbox from the Laico -
Ugandan Envy
» bankelele this is NOT about Migingo Island
Google Earth image courtesy of afromusing
A year ago wrote this on the information availed to Ugandan investors by their companies; this year the envy is even more, it makes me sad; that by being the leading country in the region, we may not notice we are being passed in some aspects of investor awareness & rights.
Use of E-Mail: The Stanbic Uganda invitation/AGM notice again arrived by e-mail; now many Kenyan companies have passed by-laws allowing them to send out e-mail notices and annual reports to shareholders, but none has done so far. Maybe, with the eventual passage of the much maligned/controversial communications bill the legal framework is now there to back enable this – but we’ll see; While not every shareholder will have an e-mail account, if 1/4 of 1/3 of some company’s shareholders (Kengen, Co-Op, Safaricom) do, then these companies could potentially saves millions of shillings in postage costs.
Investor Disclosures:
(i) For Stanbic UG, rules of voting are clearly stated – shareholders are to endorse new directors and that 1/3 of directors will retire at each meeting.
(ii) for directors who are up for election, their mini-CV’s are printed out for all to peruse i.e. their ages, year of appointment, educational qualifications, directorships in other companies, and committee seats they. In Kenya, Company Chairmen just mumble through, if at all, fully expecting elections to be a foregone conclusion. Refreshingly here, the directors up for election at Stanbic Uganda (Hannington Karuhanga, Kitili Mbathi, and Samuel Sejjakka) are all younger than 50 years. In Kenya, opportunities for younger leaders & directors are the exception rather than the rule. But at Stanbic Uganda - the Chairman and Deputy Chairman have their tenure is capped at two terms of 5 years only.
(iii) Remuneration of directors is declared. Again in Kenya money amounts paid to directors are rarely mentioned, but in Uganda they are spelt out for shareholders to approve – here the Company (non executive) Chairman gets an annual retainer of US$7,500 while a director gets US$5,500
Language used; several companies (most recently) KCB have amended their company article to allow for electronic communication with clients; but they merely replace one of gibberish with another one, without bothering to explain what the jargon means. Here; Stanbic explain allows video-conferencing or tele-conferencing to be used at board meetings
Proxy detail proxy forms contain a lot more details including the items to be voted for with shareholder able to vote for or abstain on votes. They also call for shareholders to provide contact details (name, e-mail – what an easy way for a company registrar to build up a working database to manage is subsequent years)
Shareholders or their proxies (who can be more than one)are entitles to attend, speak, and vote, and the endorsement /presence of a proxy does not disqualify a shareholder from attending; this enables a shareholder to bring his wife/wives or children for them to learn about the process!
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Investor guides: There are many things to learn from other countries in the region on investor rights and information despite Kenya being the leader. We are innovative, Uganda is about to unveil a CDSC system that Kenyan investors have had for three years, but which rogue stockbroker have besmirched. It would not be surprising if the Ugandan version may be sorted out ahead of time, closing loopholes that will be used to protect shareholders, and by educating them on how the system works.
All the regional exchanges – Kenya, Tanzania, Uganda, and soon Rwanda (where KCB, Kenya’s largest bank in Kenya will be the first company to have its shares to be (cross) listed & trading) all have the same information; but my NSE seems stale, like all the regulations were put up years ago and forgotten. Usualy we just check for the latest share trades, bond trades and quarterly financial announcements.
e.g. Faced with a budget deficit, Kenya has lowered the minimum amounts to invest in bonds to Kshs. 50,000 ($625). The Central Bank of Kenya which issues these bonds has put up some investor information basics, but nothing from the NSE who trade in these bonds. In Uganda, there is an advisory page for investor guides for bonds and shares, for any new investor to read, download for free.
Also in Kenya , tribe is the unacknowledged elephant in the room; one we pretend to not be influenced by, but which governs many aspects of our lives. Kenyans are required to communicate official in English (almost all government documents), and to a lesser extent in Kiswahili. But there are rural folk who may not understand the national or official language, but may wish to learn about shares and bond Uganda has investor awareness booklets in vernacular languages – including a Luo investor guide (PDF)(for the Northern Region) available from the Uganda Securities Exchange. And that, properly disseminated, may be worth much more than a small island. -
TrackIt Overkill
» bankelele KTN have been carrying a sensational three part series on car robberies, with a focus on Track-It. This is a company that installs tracking devices in cars to trace their location if reported as stolen and enable the car to be be recovered by either the company or police
For heavily stolen cars, tracking devices are recommended for owners. Some banks and insurance companies may even insist that they are installed as part of financial contracts. Fleet owners also appreciate using the devices which can assist in fleet management and monitoring
It’s a well researches story, they even obtained a list of alleged track-it customers including three members of parliament, who volunteered for their cars to be ripped apart and checked for the devices, which were apparently not found (KTN reported they found devices in just 50% of the cars they checked)
The saga has played out in an even more sordid as the managing director of that company was recorded on camera offering to bribe the journalists with about $12,000 after admitting it was true that his company had not installed tracking devices in some cars, despite charging their owners 45,000 ~ $560. The devices are small electronic units that are hidden, so that even car thieves won’t know
KTN have led with the story three nights in a row, Nairobi, but is it overkill? urely there are more pressing matters that can be covered in the news. The car theft story has led ahead of political and other events of the day.
Car theft is not a new thing; car jacking have been covered, bus passengers are robbed or terrorized, chopped up cars are fund in agricultural fields and industrial sheds every other week. To spin this story out of three prime time nights is over kill.
Also over looked in the story, and a fact alluded to by the embattled Trackit owner is business competition in the story in the business competition. The owners of the standard/KTN may also be linked to a rival company, industry leader - Cartrack. It would be unsual to KTN to acknopwlede a corporate link, but if thers’s one it should be stated. Maybe it would have been better if another media house e.g. NTV had broken this story, but I doubt if they would have made it a three day special.
e.g. Intel recently posted a query on @twitter on which of the two companies to subscribe to. But after this story is completed and based on the behavior of the Track it boss, that company is finished. -
Analyzing Kenya Pipeline
» bankelele 
Pre-IPO Peek at KPC
Kenya Pipeline Company (KPC) is expected to be the next big privatization project to help plug the current Government of Kenya budget deficit. The IPO transaction adviser selection process is already underway for KPC and other state corporations
How much can one glean from audited accounts of the giant company? I got hold of a 2007 annual reports of the company – a rare big glossy booklet that mentions every project e.g. SAP, ISO, fibre optics, refurbishments in Western Kenya, Mombasa, Athi River, with lots of graph
KPC still mostly compares itself to other state corporations in terms of goals such as to raise capacity from 440,000 to 880,000 lire per hour by August 2008 - a massive project that later turned controversial and may have cost the last MD (Okungu) his job in January 2009.
Financials
- 2007 revenue of 8.8 billion shillings (~$117 million) (2007 was 8.45 billion and 2003 was 6.5 billion). 2007 Revenue comes from export services (4.3b) , local services (3.7b), and 748 million from kipevu storage fees
- Pre-tax profit of Kshs. 4.3 billion in 2007 (~$53 million)
- Earnings per share was 163 shillings [153 in 2006, 2003 was 29 shillings) – company’s shareholding is made up of 18 million ordinary shares of 20/= par each.
- Dividend paid out of 8.25 per share each year 2007 and 2006
- Cash of 4.5 billion (1.1 billion in 2003) of which 2.5 billion is in treasury securities (which they only started investments in 2005)
- Paid 2.2 billion in direct and indirect taxes and was recognized by Kenya Revenue Authority as a distinguished tax payer
- Total assets of 20.2 billion shillings (18.7 billion in 2006) –however fuel stocks of 13 billion shillings (384,509 cubic metres) that is owned by marketers is not include in their accounts. [2006 was 36 billion comprising 856,958 cubic metres]
2008 decline: summarized KPC financial accounts show revenue declined by 7% to Kshs. 8.2 billion and pre tax profit 54% down to Kshs. 2.6 billion in 2008
Auditors: Accounts audited by controller and auditor general, who hired Deloitte & Touche; who said the accounts were ok except to note that that 1.2 billion receivables (current assets) includes 348 million owed from an unnamed oil company that is the subject for a court case and for which no provisions have been made
Scandals: has been a cash cow for politicians for years with a high turnover of managing directors, manager and directors. Different parts of the report mention Kshs. 967 million pending in lawsuits, 404 million leasehold land unable to develop since it is gazetted forest land, 347 million from Oil Company, 314 million of obsolete spares, and Kshs. 221 million for a finance deal with Triple A that cost the previous MD (Ochuodho) his job. The company also provided Kshs. 382 million of services to National Oil Corp of Kenya (related company as they are both owned by the Government– do they pay all oil marketing fees?
Banking
Bank with NBK, CBA, Stanchart, Co-op. In 2007, they paid off all bank loans (EIB, Stanchart, and CBA) amounting to Kshs. 500 million in 2007, but are still stuck with the 221 million Triple A loan.
- KPC recently signed a syndicated loan of Kshs 8.2 billion with CFC-Stanbic, Barclays, CBA, Citibank, and KCB.
Exports:
- Exports 58% to Uganda, 155 Rwanda, DRC 14% Tanzania 6% Sudan 4% Burundi 3%
- strong shillings bad for export sales
-pricing structure – more expensive at Eldoret and Kisumu means that the company loses revenue if other countries e.g. Rwanda, Uganda remove their oil at Nakuru or Nairobi depots
- 50% of their revenue comes from fuel exports, and With oil being found in Uganda, Sudan, and possibly Congo, is the pipeline capable and adequate to transfer oil from central Africa to the coast at Mombasa?
Others & Non core activities
- will Construct an LPG plant with private sector investors (including Kenya pipeline refineries limited, and now-collapsed Triton) in Mombasa at a cost $50 million and one in Athi River at a cost of $13.5 million by Bharat of India
- Other income includes Kshs. 8 million in helicopter income, and also disposed of 120 million worth of helicopters in the year 2007
- 50 million donated to ministry of youth affairs
- 6 acres worth of land worth 30 million in Nairobi was donated for a street children rehabilitation center
- Spent 114 million in advertising (by a monopoly) and 35 million shillings in legal expenses
- Has shares in petroleum institute of east African and consolidated bank
- Successfully changed their pension from a defined benefit to a defined contribution scheme
Outlook:
- Slight financial dip in 2008 will probably be attributed to the post election disruptions
- Capital spending could be significant as they are extending the pipeline to Uganda (Eldoret to Kampala). Also the company already spends quite a bit in pipeline rehabilitation costs, and won't a complete new pipeline (though more expensive) be a better solution?
- Needs a stronger management team led by a strong MD – like Kengen’s Eddy Njoroge (someone with a legacy to protect who will shun the wheeler dealers) and a stronger board (not just the Energy ministers' cronies)
- Could be a good IPO buy i.e. a cash cow pre-tax profit margins of almost 50%
Other Opportunities
- Bank of Africa: branch managers, assistant branch managers, operations assistants’ recruitment@boakenya.com by 5/2
- Consolidated bank credit manager, administration manager, apply to the Head of HR 51133-00200 by 31/1
- Housing Finance senior relationship manager (mortgage finance), portfolio manager, legal officer, human.recources@housing.co.ke
Dyer & Blair sales agents, and for several hundred other weekly jobs visit Kenyan jobs blog -
Missing the Centum party
» bankelele (EDIT: Centum's official Press release about the AGM)
When I last looked at Centum, company was in the news due to CEO exit and a postponed AGM and postponed dividend.
Now it appears the AGM took place yesterday: I did not attend as I (i) had sold my shares (ii) did not see invitation document before today (iii) forgot all about Centum AGM
From today's reading, Centum sent out an annual report with updated sections but still the financial accounts for nine months to March 2008: it now includes mentions of departures of Isaac Awuondo (September 08), and CEO Peter Mwangi (October 2008) which coincided with the postponed AGM, and also welcomes on board new directors - Kibuga Karithi (September 08) , Imtiaz khan (November 2008 - Cassias capital partners) and new CEO James Mworia (appointed October 2008, joined board December 2008) who came on board a week after Mwangi left - for greener pastures where he’s now the CEO of the Nairobi Stock Exchange (NSE)
No agenda: The invitation letter dated on 1st December 2008 mentiones a shareholder presentation woudl take place on Thursday at 10, followed by the AGM at 11 - but no meeting agenda was contained.
The report also states that the (Centum) board believes that annual general meting provides an appropriate forum for investors to communicate with the board and encourages participation
Dividend day A company statement from October had mentioned that dividend would be paid at the January 14 AGM
So what happened?
Anonymous Comments posted yesterday include
Anonymous said... You gave the Centum AGM a skip???!! Here I was looking forward to a post on that.
Part of the drama was that the company's attorney denied a proxy audience on the grounds that co. law does not expressly provide for proxies to be heard at an AGM. I wonder how corporate s/holders are supposed to voice their concerns at AGMs in that case?
Interestingly, a special agenda to have two directors (the Chairman and Chris Kirubi) removed was in the cards; no need to wait for the result of that coz its sure to flop since their stake in the co is significant.
Anonymous (New CEO) MainaT - I think he's off to a good start. He managed the anti- C.K s/holder sentiment as best as these things can be managed i.e. by requesting the co. attorney to give an (erroneous) interpretation of co law to diffuse the anti C.K sentiments that were beginning to spiral out of ctrl.
Anonymous said... Centum don't have an in-house co. attorney. They must have hired whoever was turning proxies at the door. Their co. sec. is not attorney. Curiously, did they send the annual reports without the proxy forms? Extremely strange. Very strange. CMA should take a peek at this. Some one should write a stinker, otherwise, minority views will continue to be suppressed.
any more comments? and was the dividend paid or just declared?
Toxic Centum Last time Centum was in the news their CEO had departed, and Discount stockbrokers had collapsed. This time the news cycle is topped by the Triton fuel scam and the departures of the Chairman of the Capital markets Authority Chege Waruingi and Kenya Airports Authority CEO George Muhoho - (more from "airport expert" - Coldtusker ) -
Looking Back: Annual reports
» bankelele Looking Back: Annual reports -
Sleeping giants may never wake (or reform)
» bankelele Sleeping giants may never wake (or reform) -
Reporting director performance
» bankelele NIC Bank which has been recognized for corporate governance awards for financial reporting has now added a new level of director performance by publishing a scorecard of directors attendance of board and committee meetings during the year.
Director attendance is an important measure of their performance, and contribution to the company. They should also be measured by how many other boards they sit and their other executive commitments to determine if they add value to the company.
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