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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

109 Mr. Sengelewayo Ndhlovu CRS 159 Ms. Juliet Kapoma Malukutila CareCoop

110 Mr. Solomon Lan Simalumba Pact Zambia 160 Ms. Kaluba Deborah Milimo Zambart

111 Mr. Stanley Mwale CIDRZ 161 Ms. Kasese Nkatya Zambart

112 Mr. Steven Sakala General Member 162 Ms. Kasonde Catherine Chileshe UNC

113 Mr. Sydney Kanyata General Member 163 Ms. Lillian M Mubanga General Member

114 Mr. Victor P. Mwale General Member 164 Ms. Lillian Mwale Society for Family Health

115 Mr. Vincent Kawaya Plan International 165 Ms. Linda Mulenga CIDRZ

116 Mr. Wilfred Manda Expanded Church Response 166 Ms. Lisa Mukobe Philip General Member

117 Mr. Winter Siambili University of Maryland 167 Ms. Loveness Mulongo Plan International

118 Ms. Aikayo Florence Mulenga General Member 168 Ms. Madaliso Ngoma CRS

119 Ms. Alice Lungu Plan International 169 Ms. Margrate Mwenye CRS

120 Ms. Alice Nyirenda General Member 170 Ms. Martha Msoni EFC

121 Ms. Angela Chilufya Nkole CIDRZ 171 Ms. Martha Mwendafilumba General Member

122 Ms. Angela Mulongo NGOCC 172 Ms. Martha Zulu Pinewood School

123 Ms. Angelina Kwiliko Plan International 173 Ms. Mary Banda General Member

124 Ms. Annie Njobvu USAID 174 Ms. Mary Bwalya Chishimba General Member

125 Ms. Barbra ChIsangano CRS 175 Ms. Mary Chileshe Lombe General Member

126 Ms. Beatrice Daka NCA 176 Ms. Mary Musonda Kayula University of Maryland

127 Ms. Beatrice Kawana Manzinza PATH 177 Ms. Mary Shinondo CRS

128 Ms. Benita Waku Mwangu CareCoop 178 Ms. Mary Simasiku Care International

129 Ms. Besnart Ngandu General Member 179 Ms. Matildah Nkashi CRS

130 Ms. Bridget Tombozi Lupiya General Member 180 Ms. Melody EFC Mukuni EFC

131 Ms. Caroline Mboo CIDRZ 181 Ms. Mercy Bwalya Kasoma CRS

132 Ms. Carolyn Chibundi CIDRZ 182 Ms. Mercy Muchuchuti USAID Discover Health

133 Ms. Catherine Mukuka Kagulura PATH 183 Ms. Mervis Jorishiri General Member

134 Ms. Chisambi Laima ECR 184 Ms. Modesta Chileshe Zulu UNC -– GPZ

135 Ms. Christine Imasiku General Member 185 Ms. Monica Mutesa PATH

136 Ms. Christine Matoba CIDRZ 186 Ms. Mukumbuta Patricia Mtonga General Member

137 Ms. Christine Ngala General Member 187 Ms. Mulenga Sinyangwe Matches JSI AidsFree

138 Ms. Cynthia Changufu Kalaluka PATH 188 Ms. Muliwana Mukwamataba PATH

139 Ms. Debbie Sibayuni General Member 189 Ms. Muriel Syacumpi General Member

140 Ms. Deborah Mwila CRS 190 Ms. Mwangelwa Mubiana Mbewe CIDRZ

141 Ms. Dorothy Chabala Chongwe Child Development Agency 191 Ms. Mweemba Grace Tembo CIDRZ

142 Ms. Edna Banda EPC Zambia 192 Ms. Mwila Fanny Bwalya USAID Discover Health

143 Ms. Elizabeth Makeche CIDRZ 193 Ms. Namatama Simatele CIDRZ

144 Ms. Elizabeth Mbinga PATH 194 Ms. Namwene Cheepa Plan International

145 Ms. Elizabeth Mfune Mubukwanu General Member 195 Ms. Nelia Sakala CRS

146 Ms. Etinala Tembo General Member 196 Ms. Ngoza Zulu CIDRZ

147 Ms. Getrude K Musonda Africare 197 Ms. Nsama Chikwanka Children International

148 Ms. Getrude Mashinkila Banani International 198 Ms. Patricia Nangoyi Chilanga Plan International

149 Ms. Getrude Mulenga Habitat for Humanity 199 Ms. Patricia Sita CIDRZ

150 Ms. Grace M Mwanza Mapiki JSI Discover 200 Ms. Pendasambo Sichone CIDRZ

No. Name Organisation No. Name Organisation

201 Ms. Reginah Munsanje Milambo Save the Children 210 Ms. Susan Banda USAID

202 Ms. Rita Machama CIDRZ 211 Ms. Tamara Moyo CIDRZ

203 Ms. Rodah Mwanza Norwegian Church Aid 212 Ms. Tenwani Phiri EFC

204 Ms. Rose Lungu Plan International 213 Ms. Thelma KM Chulu General Member

205 Ms. Rose Lungu UNC 214 Ms. Thelma Mwansa CIDRZ

206 Ms. Rosemary Zulu Phiri Zambart 215 Ms. Veronica Machungwa General Member

207 Ms. Salome Mangala Namutami Care International 216 Ms. Virginia Michelo PATH

208 Ms. Sarah Nyirongo Ngoma General Member 217 Ms. Yvonne M’hango General Member

209 Ms. Sharon Mufwempa CIDRZ

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The CareCoop 24th Annual General Meeting (AGM) was convened at 09:55 hrs after the quorum

was formed. Mr. Daniel Banda, the CareCoop Board Secretary, informed the delegates that in

accordance with the Co-operatives Societies Act No. 20 of 1998, a quorum was formed when 10%

of the shareholders are present at the AGM.

1.0 NATIONAL ANTHEM.

The delegates opened the AGM by singing the national anthem after which the Vice Board

Chairperson, Ms. Mary Banda was called upon to give the opening prayer.

2.0 OPENING PRAYER AND MINUTE OF SILENCE FOR DEPARTED MEMBERS

The CareCoop Board Vice Chairperson, Ms. Mary Banda, gave an opening prayer at the CareCoop

24th AGM, following which the Board Secretary led the delegates in observing a minute of silence

for departed CareCoop members.

3.0 WELCOME REMARKS

The Board Secretary recognised the presence of Mr. Justin Mwansa, Registrar of Co-operatives at

the Ministry of Commerce, Trade and Industry (MCTI), who was the Guest of Honour, and

welcomed all delegates and urged them to feel free to participate. He further introduced all the

thirteen (13) CareCoop Board and Supervisory Committee members to the AGM delegates.

4.0 ADOPTION OF AGENDA

4.1 The 2018 AGM Programme and Agenda Items read as follows:

1) Registration

2) National Anthem

3) Opening Prayer and minute of silence for departed members

4) Welcome Remarks

5) Adoption of proposed Agenda

6) Review, Correction and Adoption of the 2017 AGM and 2018 Extra-Ordinary General

Meeting (EGM) Minutes

7) Board Chairperson’s Remarks

8) Speech by the Guest of Honour – Ministry of Commerce Trade and Industry

9) Presentation of Awards

10) International Financial Reporting Standard (IFRS 9) Presentation

11) Auditor’s Opinion to 2018 Audited Financial Statements

12) Presentation and Adoption of 2018 Audited Financial Statements

13) Declaration of Dividends and Interest

14) Selection of 2019 Auditors

15) Adjustment of Board Allowances

16) Tea Break

17) Supervisory Committee Report

18) Launch of Strategic Plan

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19) Launch of Shares Prospectus – 2019

20) Presentation of Answers to prior submitted questions

21) Election of Board Members

22) Closing Remarks/Prayer, and Lunch

Agenda Item No. 13 – Declaration of dividends and interest was corrected to read “Declaration

of dividends”

4.2 Adoption of the Agenda

Following the correction to Agenda item No. 13, the Board Secretary put forward a motion for

adoption of the Agenda

Proposer: Mr. Kudakwashe Mucheka of the Centre for Infectious Disease Research in Zambia

(CIRDZ), proposed that the Agenda be adopted

Seconder: Mr. Lawrence Mwenge, from ZAMBART seconded the motion

AGM Resolution: Following corrections the proposed Agenda for the 24th Annual General

Meeting was adopted.

5.0 REVIEW, CORRECTION AND ADOPTION OF THE 24th ANNUAL GENERAL

MEETING AND THE 2018 EXTRA-ORDINARY GENERAL MEETING (EGM)

MINUTES

5.1 Corrections of the 23rd CARECOOP AGM Minutes. Corrections were made to the 23rd

CareCoop AGM Minutes as follows:

On page 1, second sentence under Item 1.0 Opening and Welcome Remarks which read… “

After confirming that the gathering the quorum as defined by the By-Laws…” should read …

“After confirming that the gathering constituted a quorum as defined by the By-Laws….”

On page 22 under Section 16.1 Elections for 3 Board Positions under the first table Item No. 5.

Mr. Lawrence Mwenge, “General Member” should be replaced with “ZAMBART”.

On Page 23 of the 2018 Annual Report, table under 1.2 Elections of Vice Board Chairperson,

the name Mr. Kelly Siame should be added under Supervisory Committee.

In the Attendance Register for the 2018 AGM, Item Nos. 94 to 96 and 109 to 111 should read

“General” instead of “GENARAL”

AGM 2018 Attendance List Item No. 38 “Dr.” should be replaced with “Ms” Margaret

Kamanga

5.2 Adoption of the 2018 AGM Minutes. There being no further corrections, the Board

Secretary put in a motion for the 2018 AGM minutes to be proposed to be a true reflection of

the proceedings of the said meetings.

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Proposer: Ms Grace Mwanza from USAID SAFE proposed

Seconder: Ms Mary Shimondo of Catholic Relief Services (CRS) seconded

AGM Resolution. Following corrections by CareCoop delegates, the 2018 CareCoop AGM

Minutes were adopted as a true reflection of the proceedings.

5.3 Corrections of the 2018 EGM Minutes

Ms. Modester Chileshe from UNC noted that Item No. 5 on the 2018 EGM Attendance List the

first letter in the name Zulu should be capitalised. Therefore “zulu” should read “Zulu”

The delegates noted that some of the acronyms for CareCoop member organisations on the EGM

attendance list are in small letters. The Board Secretary advised that it should be standard practice

that acronyms for member organisations be capitalised, and proposed that the attendance list be

reformatted for first names, surnames and titles to reflect uniformity

Ms. Rosemary Zulu Phiri from ZAMBART wondered why the Board Secretary did not append

his signature to the 2018 EGM Minutes to which the Board Secretary responded that ideally the

minutes are only signed once the AGM/EGM Minutes are corrected and adopted by the 2018

AGM.

Item 72 should read “Ms” not “Dr: Chilufya Pikita Nyirenda

Mr. Lawrence Mwenge from ZAMBART suggested that the delegates were going into the

formatting of the report and proposed that the attendance list should be corrected at source,

including use of a key for acronyms and abbreviations

Item No. 81 supposed to read “Mr.” not “Miss”... Alexander Mvula

Item No 7 supposed to read “Ms”. not “Mr.” Lupiya Bridget

5.4 Adoption of the 2018 EGM Minutes

Proposer: There being no further corrections Mr. Ezekiel Tabaro proposed that the 2018 EGM

minutes be adopted as a true record of the proceedings of the meeting

Seconder: Ms. Bertha Sichone from CIRDZ seconded the motion.

AGM Resolution. Following corrections, the 2018 EGM Minutes were adopted as a true

reflection of the records of the proceedings.

The Board Secretary thereafter called on the Board Chairperson to deliver his remarks for the

2018 EGM.

6.0 BOARD CHAIRPERSON’S REMARKS

6.1 Introduction

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In his introductory remarks, the Board Chairperson, Mr. Fidelity Milambo, greeted the

distinguished invited guests and Co-operators and informed them that it gave him great joy to

welcome them to the CareCoop 24th Annual General Meeting. He pointed out that 2018 was a

phenomenal year to CareCoop in that it presented several positive changes for the Cooperative.

The Board Chairperson recapped to the 24th AGM delegates how CareCoop handled the

challenges of 2018 in a stronger and decisive manner, including conducting a thorough review of

CareCoop business and embarking on a range of initiatives targeting performance improvement,

reconciled financial statements, a new strategic plan, a strengthened management team, and a

better return on CareCoop members’ investment.

The Board Chairperson further gave highlights on status, progress on some of the initiatives

undertaken during 2018, as follows:

6.2 Financial and Growth Performance. The CareCoop Board Chairperson informed the 2018

AGM delegates that in 2018 Care Coop improved its annual earnings from ZMW 9,317,840 in

2017 to ZMW 15,619,023 in 2018, which resulted in an increment in the corresponding net profit

of ZMW 7,611,611 in 2018 compared to ZMW 3,544,797 in 2017. He further stated that the

statement of financial position for the Cooperative grew from ZMW 65,682,827 in 2017 to ZMW

78,785,112 in 2018, representing a growth rate of 17%. At this moment the Board Chairperson

requested the AGM delegates to pause and clap for themselves for the achievement.

Mr. Milambo stated that these positive results were attributed to, among other issues, a massive

innovation redesigning and launching of loan products, and Care Coop recruiting a total of 12 new

members, which saw an increase in loan uptake from 4,153 in 2017 to 4,446 in 2018. The Board

Chairman advised that in the 2018 financial statements, the 2017 comparatives were reinstated to

take into account the impact of the IFRS 9.

6.3 Reconciliation of Financial Statements. Mr. Milambo reported to Co-operators that

financial accounts that led to the qualifications of audited financial statements for the year ended

2017 were successfully reconciled and an interim audit by PKF Zambia Chartered Accountants

confirmed this status during the CareCoop EGM held on 15th December 2018. He pledged to the

AGM delegates that the CareCoop Board would continue to overhaul the affairs of CareCoop to

the highest standard of stewardship.

6.4 Loan Processing Lead Times. The Board Chairperson proudly informed the AGM

delegates and invited guests that the CareCoop Board had managed to improve lead times in which

Emergency and other loan types were processed within 48hHrs. The Chairperson further informed

the delegates that the Board of Directors had intentions to ensure that CareCoop management

doubled its efforts to consistently process all loans within established lead times, as one of the

measurable performance objectives in the new management performance system.

6.5 IFRS 9. The CareCoop Board Chairperson updated fellow Co-operators that the

International Accounting Standard Board (IASB) developed the International Finance Reporting

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Standards (IFRS) 9 that came into force on 1 January 2018, replacing the International Accounting

Standards (IAS) 39. He informed and outlined to the AGM delegates, the implications of effecting

implementation of the IFRS 9 on institutions such as CareCoop, as follows:

a) More income statement volatility. The Chairperson stated that IFRS 9 raised the risk that more

assets will have to be measured at fair value, with changes in fair value recognised in profit and

loss as they arise.

b) Earlier recognition of impairment losses on receivables and loans, including trade receivables.

Mr. Milambo mentioned that entities would have to start providing for possible future credit

losses in the very first reporting period a loan goes on the books, even if it is likely that the

asset will be fully collectible.

c) Significant new disclosure requirements – the more significantly impacted may need new

systems and processes to collect the necessary data

The CareCoop Board Chairperson informed the AGM delegates that to comply with the foregoing

standards, CareCoop retained services of BDO to come up with a model that the Board of

Directors approved for implementation. He urged the AGM delegates to pay particular attention

to the difference in the way the 2018 financial statements were prepared and presented. He

appealed to the CareCoop members to ensure that they serviced their loans in order to minimise

any negative impact of IFRS 9. He cautioned the AGM delegates that any impairment has far-

reaching implications on interest on savings and dividends, and added that CareCoop members

will have to deliberate as a Cooperative to not only encourage CareCoop members to get loans,

but also better their savings as a way of cushioning the impact of IFRS 9.

6.6 Workload Analysis. Mr. Milambo explained that a desire for better service, driven by

appropriate workload for CareCoop staff compelled the Board of Directors to conduct a workload

analysis to establish the ideal level of work each staff would undertake through a scientific process.

In this regard, CareCoop engaged Brilliance Executive Management Consultants to conduct a

workload analysis, the results of which were assimilated into the Strategic Plan.

6.7 CareCoop 2019 – 2021 Strategic Plan. The Board Chairperson informed the delegates that

CareCoop management and staff completed formulating a new 2019 - 2021 Strategic Plan, which

the Board of Directors approved. He added that the Strategic Plan was a product of effective

collaboration of CareCoop and its key stakeholders, with technical support from Lyco Business

Solutions Ltd., and that the Plan endeavours to provide guidance to management and staff on

offering efficient services to members within the continuously changing and competitive economic

environment. The Chairperson made reference to the fact that the 2019 – 2021 Strategic Plan was

anchored by six strategic objectives and that it focused on four main areas of excellence, namely:

customer satisfaction, retention and market share; financial profitability; internal business

processes improvement, and learning and growth.

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The CareCoop Board Chairperson cautioned AGM delegates that while the ultimate

implementation of the Plan rests on the shoulders of CareCoop management and staff, all

stakeholders, including CareCoop Board of Directors, the Risk and Audit Committee and the

membership had to be active participants in order to achieve the envisaged goals.

6.8 New Corporate Structure. The 2018 AGM delegates were informed that arising from the

Strategic Plan, workload analysis, and the tremendous growth that Care Coop recorded in the last

four (4) years, the Board of Directors approved a new corporate organizational structure that is

futuristic in nature with implementation expected to be staggered over the life of the 2019 - 2021

Strategic Plan. He pointed out that the ultimate purpose of the new organisation structure was to

move CareCoop to a higher level in its development, while at the same time elevating the role of

the Board of Directors to that of providing strategic and policy direction. He cautioned the AGM

delegates to refrain from looking at CareCoop as a small organisation, but should view as a large

corporation that embraced good corporate governance tenets and goals, and that required

investing in the right structures to be achieved

6.9 Performance Management System. Mr. Fidelity Milambo informed the Care Coop AGM

delegates that the CareCoop Board had put in place mechanisms which enabled the Board to step

back and allow CareCoop management and staff to assume full responsibility of running the affairs

of CareCoop, with a new performance management system instituted, cascading staff objectives

from the 2019 - 2021 Strategic Plan to individual staff goals, with a clear mechanism for measuring

and rewarding performance.

6.10 Revised By-Laws. The CareCoop Board Chairperson reported to the 2018 AGM delegates

that the 2018 EGM held on 15th December 2018 approved revisions to the By-Laws to achieve

among other things, strengthened role of management in running the affairs of Care Coop, while

at the same time clearly defining the roles of the Board of Directors and the Risk and Audit

Committee (formerly Supervisory Committee). He also informed the AGM delegates that the

revised By-Laws also made provisions for the long-standing issue of the Board of Directors only

holding one meeting per quarter, as opposed to meeting monthly.

6.11 Conclusion. In conclusion, the Board Chairperson recognised the role of the office of the

Registrar and sincerely thanked Mr Justin Mwansa for the guidance provided to CareCoop during

the process of revising and assenting to the Care Coop By-Laws and ensuring that they are in

compliance with the Co-operatives Societies Act No. 20 of 1998 Act No. 20 of 1998.

The Board Chairperson further thanked the three Board and Committee members who were either

retiring from the Board and Supervisory Committee after serving 2 full 3-year terms each, namely

Mr. Abraham Alutuli, Mrs. Diana Mulenga – Chinokoro and Mr. Chimuka Muyuni, for rendering

unparalleled service to CareCoop and honoured them for contributing to what CareCoop is today.

He also thanked Ms. Rose Lungu for serving the first 3 impactful years on the Board, as well as

the Co-operators for attending the 2018 AGM.

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The Board Chairperson thereafter invited the Guest of Honour, the Registrar of Co-operatives,

representing the MCTI, Mr. Justin Mwansa to come forward and deliver his remarks.

7.0 SPEECH BY THE GUEST OF HONOUR – REGISTRAR OF COOPERATIVES,

MINISTRY OF COMMERCE TRADE AND INDUSTRY (MCTI)

The Registrar of Cooperatives stated that he was very delighted to officiate at CareCoop 2018

AGM. He emphasized the importance that the office of the Registrar of Cooperatives attaches to

Cooperatives Annual General Meetings and expressed gratitude to the CareCoop Board for

inviting the Registrar’s Office to come and grace the 2018 AGM. He further commended the

CareCoop Board for consistently holding AGMs as required by both the Cooperative Act and

Care Coop By-Laws.

The Registrar of Cooperatives further informed fellow Co-operators that the Ministry of

Commerce, Trade and Industry appreciates Cooperatives such as CareCoop, which are applying

the principles of democratic control by affording the members opportunities to participate in

shaping the direction of their cooperatives through meetings like the AGM, and also, in the

process, guaranteeing good governance, accountability and transparency in the way the credit

union is managed.

The Registrar acknowledged the CareCoop 2018 Extra-Ordinary General Meeting (EGM) that

was held on 15th December 2018 at the Government Complex, which among other things

discussed the amendment of CareCoop By-Laws in an inclusive and participatory manner, and

expressed confidence that the changes made to the By-Laws were done so in good faith to enhance

the operations, management and administration of CareCoop for the good of all the members. He

further acknowledged that it is indisputable CareCoop is currently one of largest and rated one of

the outstanding examples of well-managed cooperatives in the country, for which he commended

the AGM delegates.

The Registrar recognised CareCoop as one of the largest savings and credit cooperative

organisations (SACCOs) in Zambia, which has made significant contribution to financial inclusion

and deepening, through provision of affordable finances and other products to its members from

inception to date. He reiterated the desire for Government, through the Ministry of Commerce,

Trade and Industry (MCTI) to ensure that credit unions become critical players in the financial

sector of the Zambian economy, citing a recent study by the Zambia Institute of Policy Analysis

Research (ZIPAR) that supported and confirmed the potential role that SACCOs have with

respect to access to finances, particularly in rural areas. He commended the CareCoop Chairperson

for the achievements made, which were not without struggles and challenges, and urged the AGM

delegates to remain resilient and committed to working as a team as they sought to achieve the

strategic objectives set in the 2019 - 2021 Strategic Plan. He assured the delegates of the strong

resolve by the Government of Republic of Zambia to create a platform for the development and

growth of financial cooperatives because of the proven track record of Cooperatives’ contribution

to socio-economic development, locally, regionally and internationally. He informed the AGM

that the MCTI is therefore in the process of enhancing the regulatory frameworks for cooperatives

through the review and amendments of the Cooperatives Act and other regulatory aspects of the

industry as part of the measures to help to contribute towards creation of a conducive economic

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environment suitable for the deepening of the financial sector with the key objective of enhancing

financial inclusion in the country from the current 59% to 80% by 2022. As an update on the

revision the Cooperatives Act, he informed the AGM that the revised draft has been submitted to

the Ministry of Justice for further consideration.

Mr. Justin Mwansa informed the AGM delegates that growth in the Cooperative movement can

subsequently lead to reduction in the interest rates of commercial banks and other lending

institutions in the economy, as the number of people accessing credit from these other financial

institutions would reduce in preference for financial cooperatives. He further stated and

recommended that another way to strengthen the credit union movement is through partnering

and networking among credit unions, including other types of cooperatives to facilitate effective

lobbying and advocacy for issues affecting the movement, including legislation and regulation of

cooperatives in Zambia. Lastly, he urged the AGM delegates to remain focused on being

innovative in introducing products that will match up with the ever changing needs of the

members, while building members’ wealth through profits and higher returns on their investments

The Registrar of Cooperatives concluded his remarks by thanking the CareCoop Board of

Directors, Management, and the rest of the delegates for their tireless efforts in ensuring a

successful 2018 AGM.

8.0 PRESENTATION OF AWARDS

The Board Secretary invited the Board Chairperson and Registrar of Cooperatives to make

presentations of awards to deserving candidates. The Board Chairperson started by honouring and

presenting certificates to Board and Supervisory Committee members who were retiring as follows:

1.0 Ms. Rose Lungu who served 3 years on the Board of Directors;

2.0 Mr. Abraham Alutuli who served on the Board, and retiring after serving for two consecutive

terms (6 years)

3.0 Mr. Chimuka Muyuni, who was retiring from the Supervisory Committee after serving 6 years.

4.0 Mrs Diana Mulenga – Chinokoro retiring after serving two 3-year terms

Other Awards

1st Award. Award for The highest Saver as at 31st December 2018 went to Mr. Gordon Mwanza

from CIDRZ who has been a consistent highest saver for the years 2018 and 2017.

2nd Award. Award for The highest portfolio of loan products went to Mr. Ackim Sinkala.

3rd Award. Award for Member with the Highest Number of Shares as at 31st December 2018 was

given to Ms. Christine Matoba

4th Award was for recognition of The Most Consistent Member Organisation, including remitting

members’ monthly loan repayments, and was given to Norwegian Church Aid (NCA); and

5thAward. Best CareCoop Employee of the Year Award went to Mr. Wallace Silwenga, CareCoop

Credit Officer

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9.0 INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS 9)

PRESENTATION

The Board Secretary invited Mr. Tinashe Jerahuni, Managing Partner BDO Services to make a

presentation on the newly introduced International Financial Reporting Standard adopted by

CareCoop.

In his introductory presentation, Mr. Jerahuni stated that the previous paradigm recognised a loss

when it was incurred and cited as an example the fact that when a member defaults, that is when

CareCoop recognised and recorded the loss.

Mr. Jerahuni informed the AGM delegates that all new and amended standards and interpretations

of the International Financial Reporting Standards became effective on 1 January 2018 and have

been adopted by CareCoop as issued by the International Accounting Standard Board (IASB) in

July 2014. He gave highlights of how adoption of the IFRS has had an effect on the Care Coop

financial statements as follows:

• That for financial liabilities, the most significant effect of IFRS 9 related to cases where the

fair value option is taken: the amount of change in fair value of a financial liability designated

as at fair value through profit or loss that was attributable to changes in the credit risk of that

liability was recognised in other comprehensive (rather than in profit or loss), unless this

creates an accounting mismatch.

• That the IFRS 9 required all financial assets to be measured at a fair value on initial recognition

and subsequently at amortized cost or fair value (through profit or loss or through other

comprehensive income) depending on their classification by reference to the business model

within which they are held and their contractual cash flow characteristics.

• That for impairment of financial assets, IFRS 9 introduced an “expected credit loss” (ECL)

based on the concept of providing for expected losses at the inception of a contract, and that

this requires judgement in quantifying of the impact of forecast economic factors. He

demonstrated this by stating that the loss provisions for CareCoop in 2017 were insignificant

at ZMW 464,777 as at 31st December 2017, but they increased by ZMW 3,304,678 to ZMW

3,769,455 as at January 2018, implying that probability of risk is very high. This implies that

the overall decrease in equity due to adoption of IFRS 9 is ZMW 3,304,678, while there have

been no changes in classification and measurement. The financial assets for which there have

been significant increases in credit risk, the loss allowance should represent lifetime ECLs. The

increase in the books of accounts reflect the increase in risk, necessitating to look into the

security sufficiency to cover the individual, including effectiveness of the insurance cover and

how the particular risks can be managed and acknowledge the impact.

• That CareCoop was not the only institution affected by risks in line with the International

Financial Reporting Standards impact. There are provisions of 50 up to 300% perceived risks

across financial institutions in various sectors, and there was need to for CareCoop to review

them with a view of reducing particular exposures, including the quality of new members

joining and borrowing from the Scheme.

9.1 Question and Answer Session on the IFRS 9 Presentation

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Question 1: Mr. Lawrence Mwengwe of ZAMBART requested to know more about how the

adopted IFRS 9 mechanisms address adequate credit security measures/provisions.

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

excellence comprising:

1) Customer satisfaction/ retention/ market share;

2) Financial/profitability;

3) Internal Business Processes; Improvement to Processes; and

4) People growth, employee retention, skills development

Ms Rose Lungu briefly explained that the CareCoop 2019 – 2021 Strategic Plan has six (6) strategic

objectives as reflected in the table below:

Table 17.1 The Care Coop 2019 – 2021 Strategic Objectives

She further explained that each of the SOs has strategic actions and outcomes.

Following the brief presentation she requested the Board Chairperson to come forward and launch

the 2019 – 2021 Strategic Plan.

The Board Chairperson officially launched the Strategic Plan, and apologised to the AGM

delegates for not undertaking an elaborate launch, and stated that this was due to time limitations.

He informed the AGM delegates that the 2019 - 2021 Strategic Plan has been uploaded, and can

be accessed on the Care Coop website.

The Board Secretary invited Mrs. Diana Mulenga - Chinokoro, Care Coop Board Member, to

present the pre-sent questions and answers session.

18.0 PRESENTATION OF ANSWERS TO PRE-SENT QUESTIONS.

Mrs. Chinokoro went through and highlighted some of the pre-sent questions and answers to the

AGM delegates.

The Board Secretary informed the AGM delegates that the complete set of the questions and

answers, including those not read out would be uploaded on the CareCoop website.

No. Title of Strategic Objective

SO1 Grow the Cooperative through membership recruitment and retention by 2021

SO2 Embrace corporate governance principles through development and implementation of policies and procedures by 2021

SO3 Enforce technology through the development and implementation of effective and efficient system by 2021

SO4 To recruit and retain skilled staff by 2021

SO5 To develop and implement a risk management framework by 2021

SO6 To develop and implement a balanced responsible investment plan by 2021

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19.0 ELECTION OF BOARD MEMBERS

The Board Secretary requested the Chairperson Supervisory Committee to oversee the elections

of vacant positions of Board Chairperson and Vice Chairperson, following the end of their one-

year tenure of office. The Supervisory Committee Chairperson invited the Registrar of

Cooperatives together with the Supervisory Committee members to supervise the elections.

In presiding over the elections, the Registrar of Cooperatives informed the AGM delegates that

three (3) members of the Board of Directors and one Supervisory Committee member were

stepping down, following end of their tenure of office, and named them as follows:

Mr. Abraham Alutuli, Board Treasurer,

Mrs. Diana Mulenga – Chinokoro, Board Member

Ms. Rose Lungu, Board Member

Mr. Chimuka Muyuni, Supervisory Committee member

The AGM delegates were informed that Ms. Rose Lungu was re-contesting her position as Board

Member.

The Registrar further informed the AGM delegates that in accordance with the revised Care Coop

By-Laws, the number of Care Coop Board members increased to 10, implying that one more

position has been created, in addition to the 3 positions for retiring Board members, bringing the

total number of vacant positions that needed to be filled to 4. He announced the names of 7

members who expressed interest to contest for the 4 vacant Board positions as follows:

1. Ernest Muyunda 5. Isaac Mwape

2. Alice Lungu 6. Chisambi Nellies

3. Helen Chirwa 7. Kudakwashe Mucheka

4. Rose Lungu (re-contesting)

He informed the AGM delegates that the 4 contestants who will score the highest votes would

automatically qualify to sit on the Board.

The contestants were requested to prepare and present brief manifestos to justify why they wanted

to be elected to the Board, following which the AGM delegates were requested to vote for the 4

most preferred candidates.

The Registrar of Cooperatives announced the names of the candidates who expressed interest for

the position of Supervisory Committee member to replace Mr. Chimuka Muyuni as Ms. Monica

Mutesa and Ms. Matilda Changwe Nkashi. Following brief manifestos from the two candidates,

the AGM delegates voted, and the results were as follows:

Table 18.1: Results of the Supervisory Committee Votes

No. Name of Candidate No of votes scored

1 Monica Mutesa 51

2 Matilda Changwe Nkashi 107

Total Score 158

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The Registrar announced that Ms. Matilda Nkashi scored 107 votes against Ms. Monica Mutesa’

51 votes. He declared Ms. Matilda Changwe Nkashi as the duly elected member of the Supervisory

Committee and requested her to come forward and sit on the Board Supervisory Committee.

Following the voting, the Registrar announced the results of the candidates for Board members as

follows: Table 18.2: Results of the elections for Board Member Candidates

No. Candidate’s name No. of Votes

1 Ernest Muyunda 87

2 Alice Lungu 75

3 Helen Chirwa 93

4 Rose Lungu 102

5 Chisambi Nelly 27

6 Isaac Mwape 108

7 Kudakwashe Mucheka 127

The four (4) highest candidate votes elected to the Board were announced as follows:

No. Candidate’s name Organisation No. of Votes

1 Kudakwashe Mucheka CIDRZ 127

2 Isaac Mwape General Member 108

3 Rose Lungu Plan International 102

4 Helen Khunga Chirwa CIDRZ 93

The Registrar further announced that in accordance with the CareCoop By-laws, the tenure of

office for the positions of Board Chairperson and Vice Chairperson is one year, following which

they fall vacant and have to be re-elected. The Registrar urged the AGM delegates to look into the

issue of extending the tenure of office for the positions of Chair and Vice Chairperson, in order

to facilitate continuity of programmes, as the first year in office for successful candidates is usually

short and used for settling down.

The motion of retaining the current Board Chairperson, Mr. Fidelity Milambo, was put forward.

Mr. Joseph Kakole from Norwegian Church Aid proposed the motion, and Mr. Bertson Maambo

from Banani seconded.

The motion of retaining the current Board Vice Chairperson was further put forward, and it was

proposed by Ms. Modester Chileshe of CIDRZ, and seconded by Mr. Lawrence Mwenge of

ZAMBART.

The positions of CareCoop Chairperson and Vice Chairperson were put forward for delegates to

vote by show of hands.

AGM Resolution: The AGM delegates voted to retain Mr. Fidelity Milambo as CareCoop Board

Chairperson and Ms. Mary Banda as Vice Chairperson, respectively.

The Board Secretary noted that the CareCoop AGM voting processes take long, resulting into

delays, and informed the delegates that CareCoop plans to introduce an electronic voting system

in the near future to avoid delays.

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20.0 CLOSING REMARKS, PRAYER AND LUNCH

The Board Secretary called on the re-elected Board Chairperson to close the AGM.

In his closing remarks, the Chairperson emphasised that there was need to indicate the progress

and achievements CareCoop has made, and highlighted the 2019 - 2021 Strategic Plan,

Performance Management Systems, revised organisational structure, among other achievements.

He reiterated the need for CareCoop to improve on customer service, and aim for payment of

emergency loans within 2 days among other targets, and hold CareCoop members and

management accountable for their deliverables. He promised AGM delegates that the CareCoop

Board will work even harder, and thanked the AGM delegates for the confidence bestowed on

him and the other Board members.

The AGM was officially closed at 15:44 Hrs., following a prayer from the Board Chairperson.

SIGNED:

_________________________ ________________________

Mr. Daniel Banda Mr. Fidelity Milambo

BOARD SECRETARY BOARD CHAIRPERSON