CalBank PLC (CAL) Earnings Call Transcript & Summary

I'd like to introduce to you my fellow Board members and the company secretary. I'll begin by introducing to you Mr. Philip Owiredu, to my right, who's the Managing Director of the bank. I have Nana Otuo Acheampong. Nana, you have to rise and wave so they can see you, a Board member. Then Mr. Yoku Korsah here, so another Board member. And to his extreme right, Mr. Ben Barth. We also do have directors joining us remotely. Those who are locked in their countries because they can't come in for the reason of closure of borders. And I have Mrs. Helen Nankani, whose picture you should see on your screen. Next in line is Rosalind Kainyah, also hold up in the U.K. And next to that is Mr. Joe Mensah, who also can't be here because he's hold up in the U.K. We do have some local directors who are here present in Ghana, but because of the protocols of physical distancing, we thought it wise that they would also participate remotely. And those directors are Mr. Kofi Osafo-Maafo, Mr. Richard Arkutu, and finally, Mr. Solomon Asamoah. To my left, I have Mr. Jojo Acquah, representing the company Secretary, Veritas Advisors Limited. We also have joining us remotely members of the Ghana Stock Exchange, represented by the Managing Director Mr. Ekow Afedzie; and Ms. Joyce Boakye. Joining us Mr. -- or Dr. Jacob Aidoo from the Securities and Exchange Commission. And Mr. Kwame Boa-Amponsem, Representing Registrar Central Securities Depository. We also have with us the bank's external auditor, KPMG, and they are represented by Mr. Labaran Amidu. Okay. I'd like to inform our shareholders, who are participating remotely that you have a messaging button to aid your usual question-and-answer session. We will endeavor to address as many questions as we possibly can within the time allotted. Your questions will be received on a message console and forwarded to the podium by the appointed shareholder rights moderator appointed for this meeting. To facilitate the process, kindly restrict your questions to the specific resolutions under consideration. I would also request that you type out your questions in a clear and concise manner. We also have representatives of Cal Investor Relations Department and the bank's registrar. Their role will be to interface with you on a chat box to also help answer some of your questions that you'll be posting into the chat box. If your question is about any of the resolutions being considered this morning, please state the resolution number before asking your question. And please ensure that you indicate your name and -- with this submission that you make. So as I did indicate, you can interface in terms of your question-and-answer session using the chat box, which you will find to the right bottom of your broadcast screen. Now to second a motion or to send a comment or question, I'm going to ask you to kindly follow these steps. Number one, you click on Chat As a Guest button. There's a button there called Chat As a Guest. So you click the button. Number 2, you're typing your name in the space that's provided. Then you check the box for the terms and conditions indicating that you accept the terms and conditions. And then finally, you type and submit your questions or comments. If you wish to second a motion, you just type in the word second. Now in casting our votes for this morning, there will be 9 resolutions that we will be considering, and you have the opportunity to vote on each of those resolutions. All voting will be done virtually and in real time, either by the online platform, on which you'll participate in now or through a USSD short code. I shall now call on Ms. Dzifa Amegashie, the Head of Investor Relations, to explain fully to us the process for voting for this meeting. Dzifa?

Good morning, shareholders. Voting can be done using 1 of 2 options. They are on the online platform -- these are on the online platform or using a USSD short code. The voting options will allow you to cast your vote in real time. So to participate in the voting using the online platform, please locate the vote box at the bottom of your screen and follow these 4 steps. One, please enter the same 4-character unique token code that you used to join the meeting. Two, please click, Cast Your Vote. Three, once you have done this, you will see the list of 9 resolutions to be voted for. Four, follow the voting by clicking the plus sign, and then you can select your vote option. And the vote options are: for, against or abstain. Now if you would like to participate in the voting via the short code, please follow these 3 steps. On your phone, please dial *899*3#. So please dial *899*3#. You will then be prompted to enter the same 4-character unique token number that you used to join this meeting. And finally, once you have done this, you can now select your vote option and send. And remember, there are 3 vote options: for, against or abstain. Please note that you can only vote on any of the resolutions when the Chairman declares voting open on that resolution. So what that means is that you cannot jump ahead and vote on resolution 9 when the Chairman is speaking about resolution 1. Also once the Chairman declares the close of voting on the resolution, you will no longer be able to access or vote on that resolution. So that resolution will be closed because we would have moved on to another resolution. So please note that for those of you who are still able to join the AGM website, those instructions are available on the website for ease of reference. Also available on the chat box are Cal registrars and Cal Investor Relations to answer any questions that you have in real time. Once again, voting on any resolution can only be done when the Chairman declares voting open on that specific resolution. As I said before, you can't jump ahead and vote for resolution 9 when the Chairman has declared resolution 1 open. And the same voting procedure will be used for all the 9 resolutions to be voted on during the AGM. I will repeat this message again once the first 2 voting -- once you start voting for the first 2 resolutions. Thank you.

Thank you very much, Dzifa. So just to reiterate what Dzifa said. Thankfully, for those who -- joining us remotely, the interface that you have just has 2 pages. The first page is for your registration, where you put in your unique token number. And the second page is just for voting on the resolutions. So you see the 9 resolutions listed there. If you attempt to click on any 1 of them now, you'll not be able to vote because voting hasn't opened. And like Dzifa, if we are considering resolution 1, voting will be open for resolution 1 only. You cannot vote for resolution 2, 4, 8 or 9. And whilst voting closes, you cannot vote for a resolution which had been opened prior for which you failed to vote. So please, let's stick with these instructions, so we can make sure that everybody gets an opportunity to express their vote whichever way they want on these resolutions. So I'll now call in the company's secretary to read the notice of the meeting, which you'll find on Page 3 of the annual report. I believe you all have the annual reports because that's also been uploaded. It's a fairly big document, but please follow us through as we go along with pages in the report. So the company's secretary will read a notice, which you'll find on Page 3 of your annual report. Mr. secretary?

Thank you, Mr. Chairman. Notice of Virtual Annual General Meeting of CalBank Limited. Notice is hereby given that the Annual -- Virtual Annual General Meeting of CalBank Limited will be held at 10:00 hours GMT on Wednesday, the 24th of June 2020, and shall be streamed live to all shareholders from the head office of CalBank Limited for the purpose of transacting the following business: The first order of business is to receive and consider the accounts of the bank for the year ended December 31, 2019, together with the reports of the directors and the external auditor thereon. The second order of business is to reelect the following directors who are retiring by rotation. And they are: Ms. Rosalind Kainyah, Mr. Kofi Osafo-Maafo and Nana Otuo Acheampong. The third order of business will be to reelect a director appointed to fill a casual vacancy on the Board. And he's in the person of Mr. Kweku Baa Korsah. Number four is to declare a dividend. The fifth item on the agenda will be to approve the remuneration of the directors. The sixth is to authorize the directors to fix the fees of the external auditor. And the final order of business will be to approve the purchase of shares of the bank. The notice is dated the 22nd day of May 2020, and it is by order of their Board and is signed by Veritas Advisors Limited, the company's secretary. Thank you, Mr. Chairman.

Thank you very much, Mr. company's secretary. Right. So the next stage of this proceeding is for me to read my Chairman's report. You would find that on Page 10 to 13. My intention is just to pick on some highlights within the report. So we -- because I believe you all have it and have had the opportunity to read it. But what I would say to you, distinguished ladies and gentlemen, on behalf of my fellow Board members that but it is my pleasure to welcome you once again to the Annual General Meeting of CalBank and this time for the year ended 31st December 2019. The year 2019 witnessed from upheaval in the banking and financial services sector following a cleanup exercise by the Bank of Ghana of what were deemed to be weak banks, savings and loans and microfinance companies. It was also a year in which we had to consolidate our position in the banking sector after the various regulatory reforms were introduced and also had to achieve our minimum capital requirement. Despite the seaming turmoil arising from all of these reforms, your bank continued to maintain a healthy balance sheet and improved profitability for the year under review. In terms of considering the financials, I'd just like to take us back for you to look to Page 4 of your booklet. Now I want you to look at Page 4 because it gives a record, a full year record, of what the bank has done since 2016. And with that, I'd just like to consider about 2 or 3 lines in there. The first-line I will consider is your interest income. You would see that the interest income has grown from GHS 557.6 million in 2006 to GHS 912 million for 2019. That is a growth of 63 -- 64% over this 4-year period. Your net interest income for the same period has grown from GHS 251-odd million to GHS 518 million, representing a 106% growth. Further down the line, you would see your profit before income tax figure. 2016 recorded a pretty low profit. And I'm sure you recall that, that was the year that we had to take a massive hit in provisions relating to the BDCs. So that year is not a year we want to count on. But for the subsequent years, we've seen modest growth from GHS 218 million to GHS 242 million today. Further down the line, I'd like to look at your total assets, which have grown by almost 95% from GHS 3.6 billion in 2016 to GHS 7 billion as of the end of 2019. Your total deposits also grew from GHS 2.3 billion -- almost GHS 2.4 billion to GHS 3.8 billion, representing a 62% rise. And finally, your shareholder equity, which is the fourth item on that line -- or in that category, grew from GHS 519.5 million in 2016 to GHS 974 million, almost GHS 975 million in 2019, representing an 88% growth. So you see that the bank's figures are on an upward trajectory. And the point -- the whole idea is that we must seek to maintain this trajectory so our profitability would always be improving. Now to talk about our capitalization, you do know that as of the end of last year, we were required to have a minimum paid up capital of GHS 400 million. We achieved that and actually maintained a capital adequacy ratio of 22.7%, which was far in excess of the statutory minimum of 13%. Another area that I'd like to take on is the dividend payment. For those of you who have been following the financial press, I'm sure you would have seen circular issued by the central bank directing that no bank pay any dividend on the figures for 2019 and even for 2020. The management of the bank engaged with the central bank and demonstrated to them the robustness of our figures, our balance sheet, how resilient our balance sheet is, the resourcefulness of the business, the profitability, the liquidity. And out of that, we were able to convince the central bank that CalBank should be able to pay dividend for the year 2019. And gladly, we are given the approval to pay the full amount that we have proposed. So I think that's a testament to the strength and robustness of your bank. That is not only the issue. We also had to engage with the central bank for the issue of the share buyback, which we will be considering this morning. Once again, because of the strength of our balance sheet and the liquidity, the Bank of Ghana saw it fit that if we wanted to have a share buyback resolution that, that was also appropriate to do. So I can comfortably and gladly tell you that your bank, as different from other banks, has been authorized to pay dividend. And actually, for the 2019, we're paying -- proposing a dividend -- of course, you'll be approving it subsequently along the line, but we are proposing a dividend of GHS 0.089 per share as against last year when we paid GHS 0.048 per share. So actually, for 2019, we're proposing to pay you 85% more than we paid in 2018. Another area I'd like to touch on is the -- one of the changes that I have okayed on your Board and your management. During the year, the Managing Director, Mr. Frank B. Adu and 2 non-Executive Directors, Mr. Malcolmn Pryor and Kobina Quansah retired as directors of the bank after several years of meritorious service ranging between 11 and 29 years. I'm sure you'll all join me in thanking them for the immense contribution that they made to the fortunes of this bank. I'm also delighted to inform you that the Bank of Ghana approved the appointment of Mr. Philip Owiredu to take over the reins of this bank effective 1st January 2020. So we do have a substantive managing director in place. I remember when we came for the EGM in December, I reported to you that we had sent notification for approval to the central bank on proposing Mr. Owiredu to take the position of managing director. Thankfully, the approval came through. So from the 1st of January, Mr. Owiredu assumed the position of managing director of this bank. Now during the course of the year, Mr. Kewku Baa Korsah was nominated by the Board to fill in a casual vacancy, which had been created. That also got approval from the central bank. And then again, at the AGM, which I mentioned earlier, which was held on the 5th of December 2019 Mr. Joe Mensah, Mr. Richard Arkutu, Mr. Ben Barth and Mr. Solomon Asamoah were approved by you, shareholders, to join the Board after they had been vetted and passed by the central bank. Please join me in welcoming these new directors to your Board. And I'm hoping that you will give them the necessary support that they will require to do their work. Now in terms of the outlook, when you look at my report, I did say that the sector of the bank, in particular, looks bright. And this is also a consequence of the financial reforms that we saw and the cleanup and the renewed confidence that we expect that the public should have in banking. And this was buoyed by the introduction of the new deposit insurance scheme to safeguard depositors' funds, and we expect that all of this will translate into positive gains for the bank and banking in general. And that will get increased participation from our customers. Unfortunately, the outlook has changed. And sometime earlier this year from February, March, were all hit with this current pandemic that we are suffering. And that obviously put a cloud over what we expect to be able to achieve this year. For the first quarter, and when we had facts behind the figures session at the Ghana Stock Exchange, we were able to report improvements in our financials. Our net interest income had risen by 11.3%. Our profit after tax had gone up by 17%. Loans and advances had gone up by 17%. Total deposits had gone up by 31%. And total assets had gone up by 32%. That represented the first quarter of the year. The second quarter's figures are not quite clear yet because June is not finished. But obviously, I'm sure you all do recognize that with the challenges that we are facing globally and nationally, there may be situations where there could be some impact on our financials going forward. The test will really come home to roost, probably in the third quarter, where we'll see what the impact of all of these restrictions -- all what was happening to businesses in the last few months would have impacted on the bank. But I think I'd still like to give you reassurance that because of the strategies we have in place and the way we are seeking to -- are currently implementing those strategies, we don't expect that will be hit in any very difficult way. Already, we are engaging very well with our customers, the very large ones. And where customers have challenges, we've had a way of accommodating and probably rescheduling some of the payments that they have to make. So, so far, we've been able to weather the storm somewhat. Our staff have been very supportive even though we had to go through situations where as of Thursday, we had only 30% or so of them here, and most were working from home. Gradually, we've been able to increase the numbers. And it doesn't appear to have affected our operations in any challenging way. So I do hope that -- expect that going forward, whilst we continue to stick to this program that we have, and of course, recognizing the opportunities that this pandemic itself is creating within our economy and seizing on those opportunities, we should be able to turn all of that into some good news for your bank. So on behalf of the Board, I'd like to express my appreciation to all our valued customers, shareholders and the regulator for your business, your unwavering support and the encouragement and guidance that you've given us over the past few years. My gratitude also goes to my colleague Board members, those who have left and those who have joined, for your serious efforts and dedication that you have brought to the business of the blank -- of the bank, I beg your pardon. And I must say I'm very glad to have worked and served with all of you. Finally, I'd like to thank the staff of the bank for your contribution and growth and overall achievements for the year 2019. Ladies and gentlemen, I thank you all for your kind attention, and I'm confident that we will continue to deliver strong and consistent performance as a reward for pleasing your trust in us. Thank you very much. Now the next item on the agenda. I don't know whether, Kofi, if you're here, you can tell us how many more people have joined and whether we need to repeat the voting instructions for those who probably would have joined us much later. Okay. I think before we go on to consider -- okay, we'll get Dzifa read out the instructions once again before we start the voting. Right. Okay. Now to ensure the smooth conduct of the business of the day, I would move each motion and invite a shareholder to second motion. The seconders might indicate and are requested to state their names in full to enable the secretary take a record of their contribution. As voting will be done electronically, a few minutes will be allowed for each vote to enable participating voters to vote. So what it will be that? When I call for the vote to start, we'd allow some minutes, 2, 3 minutes or so to allow voters to indicate their votes. And then once I indicate that the voting is closed, then you wouldn't have access anymore to vote on that particular resolution. And because this is real time, immediately the vote closes, I will see on the screen ahead of me which way shareholders voted. And I would use that to either declare a resolution duly passed or declined. I'll now move to the former business of the meeting. And each of you, by now, would have seen the 2019 accounts, which we have loaded on the screen. I'll call on the independent auditor give us the auditor's report, which you will find on Page 34 of your annual report. So Mr. auditor?

Thank you, Mr. Chairman. Please see auditor's report on Page 34 and [indiscernible], I would not go through everything. I will just read some relevant paragraphs, and then we can take the rest as read. On Page 34, we have independent auditor's report to the members of CalBank Limited. Report on the audit of the financial statements. Opinion. We have audited the consolidated and separate financial statements of CalBank Limited, the group and the bank, which comprise the statements of financial position as at 31st December 2019, and the statements of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the financial statements, which include a summary of significant accounting policies and explanatory notes as set out on Pages 39 to 120. In our opinion, the accompanying consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of the group and the bank as at 31st December, 2019, and of its consolidated and separate financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards. And in the manner required by the Companies Act 2019 (Act 992) and the Banks and Specialized Deposit-Taking Institutions Act 2016 (Act 930). We take Basis of Opinion as read. And if I may point some other important information to you on Page 36, Responsibilities of the Directors for the Consolidated and Separate Financial Statements, which we will take as read. So would be the Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements, which we can also take us read. The last header, which is Report -- on Page 37, which is Report on Other Legal and Regulatory Requirements. Compliance with the requirements of Section 137 of the Companies Act 2019 (Act 992), and Section 85 of the Banks and Specialized Deposit-Taking Institutions Act 2016, (Act 930). We have obtained all the information and explanations, which, to the best of our knowledge and belief, were necessary for the purpose of our audit. In our opinion, proper books and accounts -- proper books of accounts, sorry, have been kept so far as appears from our examination of those books. The consolidated and separate statements of financial position and comprehensive income are in agreement with accounting records and returns. We are independent of the group and the bank under the audit pursuant to Section 143 of the Companies Act, 2019 (Act 992). The group and the bank's transactions were within their powers and the group and the bank generally complied with the relevant provisions of the Banks and Specialized Deposits-Taking Institutions Act 2016 (Act 930). The group and the bank have generally complied with the provisions of the Anti-Money Laundering Act 2008, (Act 749), the Anti-Terrorism Act 2008 (Act 762) and all relevant amendments and regulations governing the acts. The engagement partner on the audit resulting in this auditor's report is myself, Labaran Amidu and signed on behalf of KPMG Chartered Accountants, Abelenkpe, Accra, on 27th day of February 2020. Thank you.

Thank you very much, Mr. auditor. We now come to the first item on the agenda, which is to lay before this house for consideration the accounts of the bank for the financial year ended 31st December 2019, and the report of the directors and external auditor. So this is the document that we're going to be considering. So I not lay before you the audited accounts of the bank sent to all shareholders, as required by Section 128 of the Companies Act 2019.

We will now take any questions or comments on the accounts laid before us before we go to vote. So if shareholders have any accounts -- I beg your pardon, have any questions, you can send those questions in now, which will be passed on to the company secretary to be addressed. Now we only allow so many minutes for that. So another 2, 3 minutes, if you have any questions. Okay. Right. There's a question here from the floor.

Mr. Chairman. My name is [ Samson Ashon, ] a shareholder. Let me start by congratulating CalBank for the wonderful work that you've done in spite of the many competitions and the problems and nightmares and all that is, you've been able to come out without any serious scratches. Congratulations once more. The only thing I want to draw your attention to is on the Page 39 about the net impairment. I realized this is a bit on the rising side. It's coming up a little bit. So I'd advise that the bank look at that seriously, so that we'll be able to maximize our profits more. That's number one. The other one is very, very insignificant, but because of the nature of CalBank and the way they work so efficiently, that is concerning on Page 1 -- no, Page 84, on the regulatory bridges. It is so insignificant, but the fact that you are a force to reckon with, I mentioned this on compliance and structural liquidity requirements. There's a default GHS of 24,000. It is so small. But the whole thing is that with the caliber of CalBank Ghana Limited and what you're doing, I don't want you to be given any sort of default. So let's look at the one, too, so you go without any scars.

Thank you very much Mr. [ Ashon. ] Any other questions?

Mr. Chairman, there's -- well, it's more of a comment really from [ Carl Abrokwah, ] who says, good growth in net interest income over the period. However, net fee income for the group dipped from GHS 69-odd million to GHS 46-odd million. Also there is a significant increase in impairment from GHS 66.7 million to GHS 83.3 million, which I guess, reflects the comment of...

Okay. All right. So I'll deal with those questions very quickly. Yes. So thank you very much for noting the matter of impairment. Impairment is the brain of banking. As you know, you're selling money and then always collecting the money is difficult. We have done well in the past to reckon all of the monies outstanding which are owed to us. And even where provisions are being made, we have a recoveries unit, which still goes after chasing those monies. So any impairment you see here doesn't necessarily mean that it's forgone. No? Our recoveries team continue to chase after this money. But because of the regulatory requirements and accounting principles on how to report, we must indicate that some of these loans are challenged. But they are not at all forgotten, and we continue to pursue them. Thank you very much for bringing. Also mentioned the issue about the regulatory infraction. That's the thing. If you're so good, then you become a victim of your own success. I agree that we have a stelling record and that we must maintain it to make sure that we don't fall far to any of these breaches. So thank you very much. All right. So there being no further questions. I now move the accounts of the bank for the year ended December 31, 2019 and the reports of the directors and auditor thereon be and I hereby deem duly considered. Would a member please second this motion?

My name is [ Samson Ashon ]. I second the motion.

Okay. Thank you very much, Mr. [ Ashon ]. I did state that because we've had so many of you join us on the virtual platform, before we vote, I'd like Dzifa to come back and repeat the instructions. So we are pretty clear in our minds how we want to -- how we have to do it.

Good morning, again, shareholders. So for those of you who have joined recently, I'd like to go through the voting process. Voting can be done using 1 of 2 options. These are on the online platform or via the USSD short code. The 2 voting options will allow you to cast your vote in real time. So to participate in the voting exercise using the online platform, please locate the Vote box at the bottom of your broadcast stream and follow these 4 steps: one, please enter the same 4-character unique token number that you used to join the meeting. Two, click, Cast Your Vote. Three, you will then see the list of 9 resolutions to be voted for. Four, follow the voting by clicking the plus sign on the resolution being voted for, and then you can select your vote option. And remember that there are 3 vote options: for, against or abstain. For those who want to participate in voting via the short code, please follow the following 3 steps: one, please dial *899# -- correction, please dial *899*3# on your phone. So I repeat that *899*3# on your phone. You will also be required to enter the same 4-character unique token number that you used to join this meeting. And once you have done this, you can now select your vote option and press send on your phone. Remember that there are 3 vote options: for, against and abstain. Please note that you can only vote on any of the resolutions when the Chairman declares voting open on that particular resolution. So you will not be able to vote for resolution 9 when resolution 1 is being voted for and is open. Once the Chairman declares the close of the voting on any particular resolution, you will no longer be able to access or vote on that resolution. So once we're on resolution 2, you will not be able to go back and vote for resolution 1 and so on and so forth. So to reiterate, voting instructions are available on the AGM website. Please remember that the registrar and Cal Investor Relations are available to answer any questions in the chat box in real time. And voting on any resolution can only be done when the Chairman declares the voting open for that specific resolution. This same voting procedure will be used for all 9 resolutions to be voted on during the AGM. Thank you.

Thank you very much, Dzifa. So I now put the motion to the meeting. You may start voting now for resolution 1. I am closing voting in the next [ 20 ] seconds. [Voting]

Okay. Voting is now closed for resolution 1. Now the voting results that I have ahead of me on the screen, I can tell you immediately. In terms of vote numbers that 255 shareholders voted for the resolution and 2 shareholders voted against with 2 abstentions. So the vote I hereby declare the motion duly carried. Thank you.

The next item is the reelection of directors retiring by rotation. As was mentioned earlier, 3 of your directors are required to retire by rotation at this meeting. And in accordance with the requirements of the Companies Act and the constitution of the bank, we are putting forward these 3 directors who have indicated their willingness to continue to serve for reelection. They are in the persons of Ms. Rosalind Kainyah, Mr. Kofi Osafo-Maafo and Nana Otuo Acheampong. The first director retiring by rotation is Ms. Rosalind Kainyah. I hereby move that Ms. Rosalind Kainyah, who is retiring by rotation and who, being eligible, has offered herself for reelection in accordance with Article 78 of the company's constitution and Section 325 of the Companies Act be and is hereby reelected as a director of the company. May I have a member to second this motion, please?

My name is George. I second the motion.

Thank you very much, Mr. George. Thank you. Now -- we'll now take any questions on this resolution before we consider the vote. Okay. In the absence of any questions, I'll now put the motion to the meeting. Now voting for resolution 2 opens now. [Voting]

Okay. Voting closes now. And per the report I see on the screen, this resolution is also duly carried. Thank you very much. The next director retiring by rotation is Mr. Kofi Osafo-Maafo. And I hereby move that Mr. Kofi Osafo-Maafo, who is retiring by rotation and who, being eligible, has offered himself for reelection in accordance with Article 79 of the company's constitution and Section 325 of the Company's Act be and is hereby reelected as director of the company. Would a member please second this motion?

My name is [ Antonio Ofori ]. I second the motion.

Thank you very much, Mr. [ Ofori ]. The floor is now opening for any questions before we consider the vote on this resolution. Okay. So there being no questions, I'll now put the motion to the meeting. Voting for resolution is open now. And this is for resolution 3. [Voting]

Okay. So voting now closes for resolution 3. And the screen tally indicates that the voting -- or the motion is duly carried. Thank you. The third director retiring by rotation is Nana Otuo Acheampong. I hereby move that Nana Otuo Acheampong, who's retiring by rotation and who, being eligible, has offered himself for reelection in accordance with Article 78 of the company's constitution and Section 325 of the Companies Act be and is hereby reelected as the director of the company. Would a member please second this motion?

My name is [indiscernible]. I second the motion.

Thank you very much.

Thank you. We'll now take any questions on this resolution before we go to vote.

Mr. Chairman, we have a question on resolution 4 from Prince Abuli, who says, is it possible to know how performance on his path was and his achievements with -- Nana Otuo Acheampong.

Okay. So I'll answer that quickly by asking you to turn to Page 6 of the annual report, where you will see a profile of Nana Otuo Acheampong. We will now put resolution 4 to the vote. And voting starts now. [Voting]

Okay. So voting for resolution 4 closes now. And the screen tally indicates that this resolution is duly carried. Thank you very much.

Now the next item on the agenda is to -- for the reelection of a director appointed to fill a casual vacancy on the Board. On the meeting of the Board of Directors of the bank held on the 8th of May 2019, Mr. Kweku Baa Korsah, having previously consented in writing to be appointed as a director of the bank, and the prior approval of Bank of Ghana having been obtained for this appointment was so appointed by the directors to fill a casual vacancy that have been created on the Board. Now in accordance with Article 74(b) of the bank's constitution, a director appointed to fill a casual vacancy on the Board shall hold office until the following general meeting and shall be eligible for reelection. Your Board accordingly recommends the members to approve the reelection of Mr. Kweku Baa Korsah as director of the bank. The profile of Mr. Korsah appears on Page 7 of this annual report. So I now move that Mr. Kweku Baa Korsah be and is hereby reelected as director of the bank. Would a member please second this motion? Well, I have Mr. Frederick Amo-Mensah seconding the motion. Thank you very much. Now the question is open -- I beg your pardon, the floor is open for any questions anybody would have on this resolution before we consider it. So the floor is open for questions. Okay. So if there are no questions, then I'll put the motion to the meeting. The voting for resolution 5 opens now. [Voting]

Okay. So I'll call a close to voting on resolution 5. So voting on resolution 5 is closed and per the tally that I see on the screen, the resolution is duly carried. Thank you very much. Now the next item on the agenda is for the declaration of a dividend. And in my opening remarks, I did indicate the level of work that had been done by management in engaging the central bank and convincing them that we have the ability and the resourcefulness to be able to pay a dividend and pay a dividend in full. The dividend that we are recommending to you this year, like I said, is about 85% higher than what we paid last year. So I hereby move the recommendation of the directors to declare and pay a final dividend of GHS 0.089 per share for the year ended 31st December 2019, be and is hereby approved. Would a member second this motion, please? So I have Reginald [indiscernible] Elijah seconding the motion. Thank you very much Mr. Elijah.

So the floor is open for questions. I understand that there's a bit of a delay in getting feedback on some of this, so I'll allow a bit more time so as many questions as can be fielded can come through. So the floor is now open for questions. Yes, please go ahead.

[ Samson Ashon ] is the name. I think that it will be much of a disservice if we do not congratulate the Chairman and the Board for the immense you've done for shareholders. In fact, we must say that you've really done a yeoman's job. And this is a feather in your cap. I think that some of this, when we had the letter from the Bank of Ghana suspending the payment of dividend, we were highly disappointed. Because 2020, yes, because of COVID-19, but 2019, that profit was declared already. So we thought that banks that are able to pay that should go ahead and sail through. So all that you've done, let me say a big thank you again for that. We are so happy. And I think that it's a signal for other banks to also force out and pay us. Thank you.

Thank you very much. Once again, Mr. [ Ashon ]. I can see some of the questions coming in. And one which keeps repeating itself is whether the dividend payment has been proved by the central bank. I did indicate that, yes, we have -- we do have that approval from the central bank following our engagement with them, and they going through all our books, financials and satisfying themselves that we have a robust balance sheet. The company is resourceful. We have strong liquidity. So we are able to pay what we had recommended for payment. So yes, we do have that approval.

There's a comment or a question as well, which -- this comes from a shareholder who only identifies himself as Kwame and says, could you tell us what CalBank did differently from others to pay dividends for 2019?

Okay, Kwame. So like I said earlier, a moment ago, the Bank of Ghana had to satisfy itself that looking at the books of CalBank, CalBank was resourceful enough to be able to pay a dividend. I cannot speak for other banks, and I don't know what they would have submitted or what interventions they would have sought from the central Bank. But we are engaged with the central bank, and we have it in writing that we are good to go. So the dividend that we are declaring today has the approval, no doubt about it, has the full approval of the central bank. And how CalBank is able to do that? Well, I'm sure if we trace through the trajectory of our performance over the years, that should convince you why -- I mean, you shouldn't even be asking that question, Kwame because for the 30 years or so that we've been here, we paid the dividend every year, except for the year that because of the deep write-offs, we couldn't pay a cash dividend. But even in that year, we gave bonus shares, which, in value, exceeded what would have been paid in dividends. So we have a record of dividend paying from day 1 of the formation of this bank.

Mr. Chairman, there's a comment from Cedars Investments Limited, which says, congratulations on the declaration of dividends. The Ghana cedi has only 100 pesewas. Next time the dividend share should be real money, i.e., no division of pesewas. As we have it presently at GHS 0.089. It would be good to round the calculations to real money. And then there's another 1 from [ Monica Ojumu, ] who says, is this dividend for 2019 or 2020?

Okay. So we'll take the last one first. Yes, the dividend is for 2019. The accounts that we are considering today are 2019 accounts, not 2020. So the dividend that's proposed for payment is for 2019. And talking about GHS 0.089 not being real money. Hopefully, with improved performance, we'll just graduate upwards. Our dividend payment is a function of profitability and how much we have in reserves. And you would notice, like I did say, last year, what we paid is 85% less of what we are paying this year. So that should itself tell you that we're on a growth path and that trajectory, hopefully, should continue if we continue to perform well.

Mr. Chairman, there's a comment from -- well, a question from Senyo K. Hosi, who says, what target payout ratio does the Board consider ideal?

Okay. So the Board or the company has a dividend payout ratio of maximum 33%. This policy has been around since the inception of this bank. And actually, in 2004, when we went to the IPO, our document specifically stated that. So we can -- we will always pay a dividend up to a maximum of 33% of the results of the year. We have paid that sort of amount in some years. And other years, we're falling short. But yes, we do have a policy for dividend payment and it's 33%. I think we've allowed enough time on this subject. Okay. So I now open voting for resolution 6 for the approval of the motion to pay a dividend of GHS 0.089 per share. Voting opens now. [Voting]

Right. So voting for Resolution 6 closes now. And per the tally that I see on the screen, it has been overwhelmingly voted for. So this motion is duly carried. Thank you very much.

All right. So the next item on the agenda is the remuneration of directors. Now this required for the approval of executive and nonexecutive directors remuneration, which are respectively disclosed on Note 13 and 14 on financial statements. Now I move that in accordance with Section 185 of the Companies Act 2019, approval be and is hereby given for the remuneration of the executive and nonexecutive directors of the bank for the year ended 31st December 2019, and for the payment of nonexecutive directors fees for the year 2020 at the same rates as for the previous year. And I move that in accordance with Section 185 of the Companies Act 2019, approval be and is hereby given for the contract and remuneration of the Managing Director, Mr. Philip Owiredu, on substantially the same terms as existed in his previous contract. Would a member please second this motion? All right. So I have Mr. [indiscernible] seconding the motion. Thank you very much. Now the floor is open for any questions.

Mr. Chairman, there's -- a couple of questions have come in. The first is from [indiscernible], who asks how does the -- how do the fees rank among the industry? And what are the figures, please? And then the second question is from [ Senyo K. Hosi ], who says, kindly advise exact remuneration for last year? And third question from Joshua [indiscernible], who asks, is this on honorarium kind?

Right. So for the first question, asking about how these figures rank with the industry. We do engage in comparative service with other banks in the country and even with companies listed on the stock exchange. And we do this every other year or maximum every 3 years. So once we get the industry-wide figures, then we mirror the industry averages in terms of payments for certain allowances and Board fees and whatnot. So yes, to answer your question directly, yes, we rank within the industry following industry practice and standards. Now to get some detail on the figures as another gentleman asked. I would refer you to Notes 13 and 14 where the figures are clearly displayed. I don't know if you want anything more on that. But you see in Note 13, where there are personnel expenses, where there -- you will have the executive salaries and then the bottom where there is other expenses where you have directors' fees and allowances. Now it has grown from GHS 1.5 million to GHS 5 million. And the reason for that is that there's been an increased number of directors. There's been more meetings held and also remember that at the EGM in December of last year, shareholders approved the payment of honorarium to 3 retiring directors. So all of that is in here. And that's why you see those compacted numbers between 2018 and '19.

Mr. Chairman, this -- well, it's a suggestion really from Mr. Adumaku, who says, I want to ask why the Managing Director's contract terms to be the same as last year? Conditions are not permanent. So why could Board of Directors not add something small to the new terms?

What's his name again?

Adumaku.

Mr. Adumaku, I'm sure you can expect a Christmas hamper from Mr. Owiredu when the time comes. No, these -- as I already said, are reviewed maybe every 2 years, every 3 years. So maybe sometime in the future, you would see some adjustment to it. But obviously, we've also got to be conscious of what -- like I said, what the industry pays and how we fit within the industry. And it wasn't quite ready for us to have any adjustments on those figures just yet. So thank you for that question Mr. Adumaku. Any more questions?

Yes. Ben [indiscernible] asks, are nonexecutive directors paid on a monthly basis or per sitting?