MINUTES OF THE ………………… BOARD MEETING OF THE BOARD OF DIRECTORS OF ……………………………….name of the company ………HELD AT ……………………. venue / place……………AT …………time…………. HR. ON………. day/month/year
PRESENT: Mr …………………… Chairman
Mr…………………… Director
Dr…………………… Director
Mr…………………… Director
Mr…………………… Director
Mr…………………… Director
Mr…………………… Director
(Appointed at this meeting)
IN ATTENDANCE …………………………. Company Secretary
The Chairman welcomed all the board members and the CEO.
- CHAIRMAN OF THE MEETING
Mr. ……………………………. took the Chair for the meeting - OPENING AND QUORUM
With the quorum for the meeting present, the meeting was duly constituted and transacted the following business. - APPOINTMENT OF MR ……………… AS DIRECTOR
The Chairman suggested and recommended to the board members, considering the long business experience and the excellent efforts put in by …………………………… in promoting the business of ………………….name of company …………. it is appropriate that Mr……………………….be inducted as a board member. The Chairman further informed the board members that Mr. ………………………..over …………….. years of experience in management roles, including the last 12 years in the………………… industry in ……………..name of industry/country……………………. Prior to being the CEO of …………..name of company………………. he was the Chairman and CEO of ……………….name of the company………………… the third MNO in ………….. from ………year……..to…….year……….. During his tenure as the CEO, Mr. ……………………..was instrumental in growing …………name of company……………C from a company with just a license to a company with revenues of……………… billion, over …………………………..million ……………………..and approximately ……………… employees. Prior to …………name of company………….. Mr. ……………….worked as a ………..position…………………..at………….name of company………………… All the members of the board unanimously agreed to the suggestion made by the Chairman and it was then (one could put the appropriate details here)
RESOLVED
that Mr…………………………… and is hereby appointed as director of the company with effect from today the………………….., having received the consent letter from Mr ……………………………., - MINUTES OF LAST BOARD MEETING HELD …………….. date/month/year………….
The minutes of the ………….. meeting of the directors held on ……………….date/month/year ……………were read, verified, and confirmed. - MATTER ARISING OUT OF PREVIOUS MEETINGS
Here one could put up the matters which are brought over from the earlier meeting or what is known as the ATR – action taken report
The Chairman informed that the achievements of …………………name of company …………are quite good and there has been sound progress despite the fact that there were certain difficulties in the last couple of months. The Chairman further informed that ……………..name of company……………….has built its management team and working out on a proper funding plan to take advantage of the new opportunities which are being availed currently. The Chairman further informed that the Group CEO had sent a detailed board report on this, which was circulated, to the members earlier along with agenda documents. The Chairman further informed the board members that ………………name of company……………… secured business and licenses in three countries by the end of …………..year…………. and is in the final stages of securing business in a fourth country. This is a particularly good achievement and is ahead of the original schedule by seven months. Opportunities that were originally identified by the company have been improved and countries that were not on the original list have been acquired. Investment in ……………name of country…………..for example, has been superseded with the Company electing to target Equatorial Guinea as a far better prospect.
The Chairman further informed that the management has negotiated and improved the terms and conditions of the existing licenses in ………….name of country and the………..name of country……………. better suited to our rollout plans, has been acquired. The Chairman further informed the board members that ……………..name of company……………….. is making efforts to bolster the operation in………..name of country………..although challenges still remain. The established business in this country and the rollout of networks in……………….name of countries………………. in the next………….period………. months are on a strong foundation for further growth on the continent.
Finally, the Chairman summarized in stating that……………name of company…………….. achievements are good and there is sound progress despite the fact that we’re faced some difficulties in the last couple of months………………name of company………………has built its management team and a proper funding plan is now required for the company to take advantage of the new opportunities being availed.
The Board members were extremely happy to note the tremendous amount of progress made well ahead of time and recorded their appreciation for the Group CEO and his team. - UPDATE ON APPOINTMENT OF ………….name of company CFO AND OTHER SENIOR EXECUTIVES.
With reference to the establishment of ………………name of the company……………office set up in ……….place……….., the Chairman informed the following to the Board Members.
6.1 Appointments of Officers in ……………………………………….
The Chairman informed the board members, as discussed during the last board meeting the company is establishing headquarters for the ……………………….. which includes locating offices, and putting in place the team of professionals to lead and manage the entire …………………….. operation. Since the last board meeting, offices have been identified and agreements are being concluded during this week, Hits Africa has added the following Executives to its team effective e from………….. date/month/year.
Mr. ………………………. Chief Technical Officer,
Mr …………………………Chief Commercial Officer and
Mr ……………………….. Chief Operating Officer
All the above three executives were introduced to the Board members at the meeting and the board members congratulated each of the executives wishing them success and interacted with them.
The Chairman further informed the Board members that Mr…………………….has been appointed as Chief Financial Officer (CFO) of ………………….. and he is expected to joining the company on ……………………
· The Board was pleased to take note of the same.
6.2. Appointment of law firm
A law firm has been appointed to assist with the registration of the company in …………………. Name of the company is being registered as a limited liability company L) with a capital of ……………………… This arrangement will limit the liability of the company to the amount of the capital in………….country…………… only.
The Board was pleased to the above and taken note of the same.
6.3 Auditing Firm
The Chairman informed the members that …………………..were identified as the auditing firm as discussed and suggested during the last board meeting. The Chairman further informed that Mr……………………. would be joining the meeting later at this meeting and he would be introducing ………………………………. to the board of directors and will present an audit plan for the board’s consideration and approval - BUSINESS STRATEGY
On the Business Strategy, the Chairman advised the Group CEO, to apprise the board members and the Group CEO informed the Board Members about the business operations and the business plan along with the fund requirements. The Group CFO further informed that ……………………… has appointed ………………….. to work with it on a strategic plan for each country of operation and a consolidated strategy for the group. He further informed that good progress has been made so far and a short presentation is planned to be made to the board members at the forthcoming meeting. The entire strategy should be completed by the end of …………………….. and he also further said that the focus of the strategy in each country would be on how to enter each market most effectively taking into account the competitive environment in each country and the current operators. A session will be required sometime in early ……………..for the board to fully review the strategy scenario.
The Group CEO also informed subsequent to the discussions during the last board meeting in …………………place………….. a business plan was circulated submitted to the board and a copy is attached hereto for your records. The current funding requirements are as per the business plan although this will need to be updated on the completion of the group strategy document. There have been delays in the last two months in raising sufficient funds to support the business, but a plan is being put in place to ensure that the requirements of the growing company will be met. - ADDITIONAL FUNDING
As regards additional funding, also the Group CEO informed that on top of the original funding, a plan would be required to expand the operation of ……………………. into more countries on the ……………….continent at the earliest opportunity and he and his team is working on this. The Board members discussed and deliberated on this issue for quite some time evaluating the various alternatives. After a detailed discussion, the Chairman suggested and recommended that ………………………be asked to evaluate and assess the business plans and the additional funding issue and make suggestions for raising funds from private placement by attracting more investors who would invest in the company. The members agreed to the suggestion and passed the following resolutions.
RESOLVED
that …………………….. be and hereby is appointed for assessing and evaluating the business plans and the fund requirement issues and…………………is directed to submit the report on a private placement for attracting more investors by end of ………………………… and the final reports on this subject by ……………
FURTHER RESOLVED
that Mr. ……………………. authorized to fix up the fees for this assignment and coordinate the matter in getting the report as directed from …………. - STRATEGY PROJECT DELIVERABLES
With respect to Strategy project deliverables, the group CEO apprised the board members that………………………….have engaged the ………………nit to assist in the process of the Group’s overall strategy as well as to outline specific operations market tactics. The project’s deliverables are as stated below: -:
· Define the ……………..corporate strategy;
Develop …………………….. country-specific business objectives and assess the implications of the strategy; ·
Develop a clear view of the business case supporting the defined strategy; and·
Underpin the strategy by an in-depth analysis of the scale and scope of opportunities, and potential evolution scenarios in ……………………. and the ……………..with a thorough understanding and recommendations on: customer needs, market attractiveness and trends, competitor positioning, regulatory changes and technology evolution.
The project’s timeline is stretched over twelve weeks through a building blocks model:
· Focused analysis per country (four weeks / to increase due to challenges in consumer insights data gathering in markets);
· Corporate strategy definition (four weeks); and
Per country’s Business Case implications (four weeks).
Finally, from a visual perspective, the final output on a corporate level will be:
· The development and analysis of scenarios and options at …………………….level (i.e. what businesses should…………………play in?);
· ……………………………strategic positioning; and
· Prioritisation and synergies across markets:
The final output on a country operation level will be:
· Strategic positioning and value proposition;
· Detailed customer segmentation and understanding; and
· High-level recommendations for functional strategies and plans.
The Board members took note of the above and advised the group CEO to place the updated status report on this in each of the forthcoming board meetings. - BUSINESS UPDATE – EACH COUNTRY
The Group CEO updated the business in respect of each country where ……………..is in operation with the following details.
LIBERCELL – LIBERIA
………………………… The board meeting was held in …………………… on …………………………. Dr ……………………… and ………………………….attended this meeting on behalf of ………………… and notes regarding this meeting were forwarded to the directors of ……………………….on……………………
Based on the verbal presentation of …………………… Chairman and CEO, and the findings from a previous visit to the company during ……………………, it can be concluded that the network and IT areas of the company are reasonably good while weaknesses exist in the areas of marketing, sales, and distribution.
It was stated in the presentation that market penetration is around ……………% growth rate is still high and there is potential for …………………… to extend its active base of ………………to over …………………… a period of 5 to 6 years.
After ascertaining the status report of Libercell, the Board members discussed and deliberated the issue for quite some time and then passed the following resolutions.
RESOLVED
that ………………………..would send an accountant to look into the details of the financial documents and to work closely with the financial department to obtain a clear and complete picture of the financials, the books, and the funding requirements;
FURTHER RESOLVED
That ………………….. would look at all the documents and correspondence with the Government related to the license fees and would have its regulatory expert available to assist as needed in Libercell’s negotiations with the Government;
FURTHER RESOLVED
that …………………..would provide personnel to assist in improving the performance as needed in the various departments and the associated fees to this assignment and Hits agreed to share the fees, which would be decided between both parties;
FURTHER RESOLVED
that ………………………..would send a team to look into the areas of sales and distribution and give a proposal to………………… to be their major retail distributor in the market.
The Group CEO, further informed to the Board members that a shareholders loan of …………………………..was given by ……………R#8230;…………….during ………………. Mr………………….. and Partners have given loans to the company in two forms, one direct loan of ………………………….million and another loan of …………………million from banks against guarantees given by ……………………… and partners. In addition, after a visit from Dr ………………………… and his team, Qanawat has put in place a plan to be the main retail distributor for Libercell. One person is already on the ground starting the implementation process and more people will soon be mobilized to ……………….. The Group CEO further informed that there are certain difficulties in getting the management of …………………….. to agree on the best times for accountants from ………………..to do full due diligence and also to send a team from………………….a do a business assessment.
The Board agreed to the suggestion made by the group CEO and approved for sending accountants from …………………for carrying out the due diligence and as well to send a team from ……………………
for doing a business assessment.
………………name of a subsidiary company and country ……..
The Chairman informed the board members that Mr ………………..was appointed CEO of ……………………… and he has joined from …………………………….and the recent activities on the ground have brought a lot of progress for the ……………………………. operation in ………………………… He further said that the good news is that ……………………the …………………… regulator, has issued a letter confirming that ……………………….can trade in the name of ………………………………. The company’s temporary offices are operational and a suitable location for permanent offices has been identified. A company bank account has been opened.
Registration at ………………… is in its final phase. Local shareholders are pushing for the ………………….. certificate, as several items necessary for statutory and legal compliance are dependent on the receipt of the TIC certificate.
The regulatory team is pursuing the permit for the international gateway and the numbering plan from the ………………….
The shareholders’ Agreement and the Management Agreement have been finalized and lawyers are preparing the final version for signature and this is expected to conclude in the near future.
………………………has received revised proposals from three equipment vendors: ……………………………, …………………… and …………….. A team is working on the final evaluation for the selection of the vendor.
Discussions have started with the current operators, ………………….,…………..,……………….. and …………………regarding site sharing, transmission, interconnect, and possibly domestic roaming.
Key positions are being filled, with an HR executive and Administration Manager commencing duties in …………………… Candidates for the positions of CTO and CMO have been identified with references and final checks being made.
The Board members were very pleased to note the progress made and recorded their appreciation for the good work done. The Board took note of the same
Similar report about other countries
Mr………………………….. was appointed CEO of SemaTel and commenced duties on…………
In ………………………..a management team from ………………………visited Kinshasa to meet the ………………………………local shareholders. The Shareholders Agreement and the Management Agreement have now been finalized.
During that same visit to the ……………… meetings were also held with the regulator, officials from the Ministry of ………………………………..and the Minister of Planning and People from the office of the President.
In terms of the ……………………a request for proposal (RFP) is being prepared for equipment vendors, calling for targeted vendors to provide turnkey proposals for the supply and implementation of the network and systems. In addition, the………………….. regulatory team is following up on the additional ……………………….needed the numbering plan and all other requirements from the Authorities.
It is essential, going forward and to avoid the problems faced in the past that ………………….. ensures that license payments are made on time.
From an administrative point of view, a couple of locations have been identified as suitable for office space. Management will shortly finalize the selection and contract.
One more country status & OPPORTUNITY
The Authorities of ………………………….requested more information from ……………….and this was duly submitted. Further meetings were held and presentations were made to the Ministry staff and the evaluation committee in Equatorial Guinea. The last meeting and presentation took place on ………………………….. The feedback regarding the proposal, the subsequent submissions, and the presentations are very positive.
There were delays from the Government in making their decision and we expect to hear from them soon. The Board members have taken note of the same and expressed and recorded their appreciation for all the efforts put in by the………………….. Group CEO and his team in making good progress much ahead of the time. - NEW BUSINESS OPPORTUNITIES
……………..s had the opportunity to purchase………………% in the …………………….. in ………………..for……………….. million. By board resolution it was decided that the CEO should inform ……………………..that to be able to continue discussions, ………………… would like to take ……….% of the company including the …..% that was intended to be left to shares of …………………… and that the price should be less than………………..m. This offer was not accepted and the opportunity is no longer being pursued.
At this stage, there are prospects in ………………………the Central ………………………….and other ……………………… countries. In, …………………..an opportunity exists for ……………………..to take a controlling share in the incumbent, which has a fixed-mobile network. In order to pursue such opportunities, more clarity is required in terms of company strategy and further funding will be required. - APPOINTMENT DIRECTORS FROM ………………………. THE BOARDS OF COUNTRY OPERATIONS
The Chairman suggested to the Board members that ………………… could appoint its directors on the board of the companies in various countries of operation to have better control and management of these operating companies based on the report of the Group CEO making this suggestion.
The Chairman further suggested and recommended the names of the directors to be appointed on the boards of various countries as under: –
(i) country – the name of the company
1 Dr. ………………………….
2 Mr. ………………………
3 Mr………………………………..
4 Mr. ……………………………….
(ii) Country – the name of the company
1 Dr. ………………………….
2 Mr. …………………………..
3 Mr. ……………………………
4 Mr. ………………………..
(iii) Country – the name of the company
1 Dr. ……………………………
2 Mr. ……………………………
3 Mr. ……………………….
4 Mr. ………………………………….im
The Board members after much discussion and deliberations unanimously passed the following resolution.
RESOLVED
that Dr. ………………………….., Mr. ………………………………Mr. ……………………..and Mr. …………………………… – four directors be and hereby appointed as directors on the board of …………………………. Board of …………………….with effect from today the………………………..
FURTHER RESOLVED
that Dr. …………………………………….., Mr. ………………………Mr. …………………………Mr. ………………………………….– four directors be and hereby appointed as directors on the board of ……………………………….. Board with effect from today the …………………………………
FURTHER RESOLVED
That Dr. ……………………………. Mr. …………………………….., Mr. …………………………….and Mr……………………… – four directors be and hereby appointed as directors on the board of …………………….. Board of ……………….
FURTHER RESOLVED
that the acting company secretary is and is hereby authorized to communicate the above appointments to the respective board at …………………….., ……………………… and …………………… and advise their board to take note of these appointments and ensure the regulatory compliance as required.
………………………. secured business and licenses in three countries by the end of ……………….and is in the final stages of securing business in a fourth. This is a particularly good achievement and is ahead of the original schedule by ………………….
Opportunities that were originally identified by the company have been improved and countries that were not on the original list have been acquired. Investment in …………………….. for example, has been superseded with the Company electing to target ……………………. as a far better prospect.
In addition, new management has negotiated and improved the terms and conditions of the existing licenses in Tanzania and the Democratic Republic of Congo. Spectrum, better suited to our rollout plans, has been acquired.
Hits Africa is making efforts to bolster the operation in……………….. although challenges still remain. The established business in this country and the rollout of networks in …………………., the …………………….and ………………………. the next …………….. months are a strong foundation for further growth on the continent.
In short, ………………………………. achievements are good and there is sound progress despite the fact that we’re faced some difficulties in the last couple of months. ………………….. has built its management team and a proper funding plan is now required for the company to take advantage of the new opportunities being availed. - CORPORATE GOVERNANCE
The directors are all in strong agreement with good governance principles being established from the outset of…………………….. operations. Accordingly, the following draft documents were distributed to the board on ……………………… for comment and agreement: Board Charter, Code of Ethics, Board Effectiveness, Audit Committee Terms of Reference, and Exco Terms of Reference. A Remuneration Committee charter was also included in this pack for reference only as at this stage the Executive Committee will be responsible for the duties of a Remuneration Committee.
A Delegation of Authorities procedure document is yet to be finalized. Until the Delegation of Authority structure is approved, it is requisite that a simple, practical, standard norm of practice be agreed to ensure that ………………….. is operationally efficient and delivers on time. - CASH FLOW REPORT
The Cashflow showing the details for each country – i.e., corporate office ………………. head office, T………………….., ………………………..,……………….and……………………..- was presented to the board members for the period up to ……………….. which showed the actual expense incurred during the period ………………. to January………….. - PRESENTATION OF THE AUDIT PLAN
Mr………………………joined the board meeting at this juncture and introduced to the Board members the …………………team of ……………….. Thereafter …………….. – …………… The team made a presentation to the board members detailing the audit plan. The Board was pleased to note the presentations made by …………………and approved the appointment as external auditors of the company by passing the following resolution.
RESOLVED
…………… – ………………… is and hereby appointed as external auditors of the company
FURTHER RESOLVED
that ………………..– ……………….. to submit the detailed terms and conditions spelling out the audit scope along with the fees and Mr ……………………is hereby authorized to finalize the same - NEXT MEETING
It was agreed that the next board would meet held on ……………………….. at the Office of ………………………
There being no other business the meeting ended at ………………..Hr. with a vote of thanks to the chair.
CHAIRMAN