AFRICAN REINSURANCE CORPORATION GENERAL ASSEMBLY RESOLUTION N 1/2013

Transcription

1 RESOLUTION N 1/2013 ON THE SUMMARY RECORD OF THE 34 th ANNUAL ORDINARY MEETING particular Article 12; Having examined document AFRICARE/GA/36/SR entitled Summary Record of the 34 th Annual Ordinary Meeting ; Adopts the document without any amendment. 1

2 RESOLUTION N 2/2013 ON THE ANNUAL REPORT OF THE BOARD OF DIRECTORS particular Articles and 37; Considering the General Regulations of the Corporation and in particular Article 8 on the Annual Report and Financial Statements; Adopts the Report of the Board of Directors of the African Reinsurance Corporation for the period 1 January to 31 December 2012 as presented in document AFRICARE/GA/37/253; Congratulates the Board, Management and Staff for the steady growth in premium income, consolidation of the portfolio, greater visibility of the Corporation and the exceptional underwriting profit recorded; Invites the Board, Management and Staff of the Corporation to continue efforts aimed at ensuring a foothold for Africa Re in the insurance landscape and making the institution a major stakeholder; Authorizes the distribution of the 2012 Annual Report to interested institutions, companies and individuals. 2

3 RESOLUTION N 3/2013 ON THE FINAL ACCOUNTS AND APPROPRIATION OF RESULTS particular Articles 10.2 (vi) and (vii) and 37; Considering Article 8 (ii) of the General Regulations of the Corporation; Having examined the Corporation s Balance Sheet, the Profit and Loss and the Underwriting Revenue Accounts for the Financial Year ended 31 December 2012, the notes on these accounts as presented in document AFRICARE/GA/37/253 and the proposed appropriation of results; Having heard the report of the Corporation s External Auditor for the financial year ended 31 December 2012; Approves the Balance Sheet and Final Accounts of the Corporation for the financial year ended 31 December 2012; Decides in accordance with the recommendation of the Board that the appropriation of the net results as at 31 December 2012, representing US$92.5 million is as follows: - US$46,323, to the general reserve; - US$12,666, to be paid as dividend at the rate of US$4.5 (2011 : US$3.5) per subscribed and paid up share of US$100 par value ; - US$8,000, to be transferred to the reserve for loss fluctuation; - US$25,656, to be added to retained earnings. 3

4 RESOLUTION N 4/2013 ON THE FOURTH CAPITAL INCREASE OF THE CORPORATION Considering the Agreement Establishing the Corporation, in particular Articles 5, 6, 7, 8, 10 (vii) and 14 ; Considering document AFRICARE/GA/37/254 entitled Consideration of the Report of the Fourth Capital Increase submitted by the Board of Directors; Recalling its Resolutions 4/2007 on the Corporation s growth and restructuring strategy and 4/2010 on the Corporation s capital increase; Takes note of the above-mentioned report and progress made in the subscription and payment of capital; Congratulates the Board, Management and Staff for the results obtained; Authorises that the 4 th capital increase be kept open to allow traditional shareholders who are facing difficult times to subscribe and pay; Allows the capital structure to slightly differ from the related provision of the Agreement Establishing the Corporation while trying to find ways of returning to the ideal structure (40% for AfDB and States, 35% for Insurance/Reinsurance Companies and 25% for Non-Regional Shareholders). Fixes the share prices between 1 June 2013 and 31 May 2014 at US$ 234 for regional shareholders, and at US$ and US$ for non regional shareholders according to the two existing valuation methods. Expresses gratitude to all regional shareholders that subscribed and paid the allocated shares as this has enabled the African character of Africa Re to be preserved. 4

5 RESOLUTION N 5/2013 ON THE APPOINTMENT OF THE EXTERNAL AUDITORS particular Article 10.2 (v); Considering the General Regulations of the African Reinsurance Corporation, in particular Article 11; Considering the recommendations of the Board of Directors contained in document AFRICARE/GA/37/257 entitled Appointment of External Auditors ; Appoints, in accordance with Article 38 of the Agreement as amended by Resolution No. 4/1997, the firm of auditors Deloitte & Touche (Kenya) as External Auditors to audit the accounts for the financial year ending 31 December 2013, for a fifth and last term, and to present a report on the Corporation s financial position as at that date to the 36 th Annual Ordinary Meeting; Authorizes the Board of Directors to fix the remuneration modalities as well as the terms and conditions of service of the External Auditors. 5

6 RESOLUTION N 6/2013 ON THE BY-ELECTION OF DIRECTORS particular Article 15; Considering the Rules governing the election of Directors and in particular Articles 10 to 16; Considering document AFRICARE/GA/37/258 on the Election of Directors and document AFRICARE/GA/37/258 entitled Fourth Capital Increase ; Elects the following Directors: NAME TERM CONSTITUENCY COUNTRY 1 Dr Mohamed Ahmed MAAIT 2 years Egypt Egypt 2 Fola DANIEL 2 years Nigeria Nigeria 3 Fathi S. BALA 2 years Libya Libya Takes note of the appointment of the following Alternate Directors by the elected Directors. 6

7 NAME APPOINTED BY Boubacar BAH (Guinea) Thomas KRONSBEIN (DEG) Bala ZAKARIYAU (Nigeria) Ali REGAE (Libya) Dr Osama FATEHY (Egypt) Mamadou DEME Bernd TUEMMERS Fola DANIEL Fathi S. BALA Dr Mohamed Ahmed MAAIT Wishes the outgoing Directors success in their future endeavours. 7

8 RESOLUTION N 7/2013 ON THE RESOLUTIONS COMMITTEE OF THE 36 TH ANNUAL ORDINARY MEETING particular Article 12.9; Considering the Rules of Procedure of the General Assembly; Recalling Resolutions No 6/1979 and 11/1980 on the Rules Governing the Composition and Procedure of the Resolutions Committee; Notes that the Resolutions Committee of the 36 th Annual Ordinary Meeting scheduled for June 2014 shall comprise Mauritania, Côte d Ivoire, Uganda and Algeria. 8

9 RESOLUTION N 8/2013 ON THE AMENDMENT OF THE PROVISIONS OF THE AGREEMENT ESTABLISHING THE CORPORATION particular Article 15.3, which provides that one third of the Board seats shall be renewable every year ; particular Article 5.5 on the ideal structure of the capital; Considering Rules 7, 8, 9 and 10 of the Procedure for Proposing and Introducing Amendments to the Agreement Establishing the African Reinsurance Corporation, Considering the Rules of Procedure of the General Assembly; Having noted that the current capital distribution is slightly different from the structure provided for in Article 5.2 mentioned above; Mindful that replacing one-third of the Board would make it unstable, prevent new Directors from having enough time to acquire the relevant knowledge and practices to contribute effectively to the supervision and growth of Africa Re and finally, may be contrary to internal practices of shareholders with near-permanent seats on the Board due to their voting power; Decides to authorize that the capital structure differs slightly from the related provision of the Agreement Establishing the Corporation while trying to find ways of returning to the ideal structure (40% for AfDB and States, 35% for Insurance/Reinsurance Companies and 25% for Non-Regional Shareholders); Decides to authorize the cancellation of the last sentence of Article 15, 3 of the Agreement Establishing the African Reinsurance Corporation, which provides that One third of the Board seats shall be renewable every year ; and consequently Decides to amend Rule I, a) of the Rule for the Election of Directors, which also states the above-mentioned provision. 9

10 RESOLUTION N 9/2013 ON AFRICA RE AS A LOCAL REINSURER IN ALL MEMBER COUNTRIES particular Articles 27 and 47; Taking note particularly of the hindrances which could impede the smooth functioning of the Corporation and compromise its status if appropriate measures are not taken; Reiterates its interpretation of the provisions of the Agreement made during the 32 nd Meeting in 2010 in Algiers, namely that the African Reinsurance Corporation has the same rights granted to any local reinsurance company, at the terms accorded to the most favoured reinsurers in each of the member States, with regard to access to reinsurance business. Recalls that in accordance with Article 56 of the Agreement, any dispute with member States on the interpretation of Articles 27 and 47 of the Agreement shall be settled by arbitration, without denial however of Africa Re s rights before the settlement of the said dispute. Recalls to all member countries that Africa Re has the status of a local reinsurer in their respective countries. 10

11 RESOLUTION N 10/2013 ON THE RIGHTS OF SHAREHOLDERS TO ATTEND ALL MEETINGS Considering the Agreement Establishing the African Reinsurance Corporation; Declares that shareholders should not be denied entry visas to the countries hosting General Assembly Meetings of the African Reinsurance Corporation. Requests all member States to facilitate the participation of all shareholders in Africa Re meetings by granting shareholders delegates entry visas without any obstacle. 11

12 RESOLUTION N 11/2013 ON A VOTE OF THANKS TO THE OUTGOING CHAIRMAN OF THE BOARD OF DIRECTORS particular Article 16; Having taken note of the information on the expiry of the term of Mr Musa EL NAAS, Chairman of the Board of Directors since 1995 and Director since 1983; Thanks Mr Musa EL NAAS, of Libyan nationality, for his invaluable contribution to the growth of Africa Re and efforts made for decades to preserve the African character of the Corporation and to position Africa Re as a very profitable, leading and highly rated reinsurance company in its core market and beyond ; Wishes him success in his future endeavours. 12

13 RESOLUTION N 12/2013 ON THE ELECTION OF A NEW CHAIRMAN OF THE BOARD OF DIRECTORS particular Article 16; Takes note of the election of Mr Hassan BOUBRIK, of Moroccan nationality, as Chairman of the Board of Directors of the African Reinsurance Corporation with effect from 1 July 2013; Congratulates the new Board Chairman for this election; Wishes him every success in his new functions and urges him to contribute to the continuous improvement of the Corporation s performance. 13

14 RESOLUTION N 13/2013 ON THE DATE AND VENUE OF THE 36 th ANNUAL ORDINARY MEETING particular Article 12.2; Considering also the Rules of Procedure of the General Assembly and in particular Article 1 on meetings; Decides to hold the 36 th Annual Ordinary Meeting in June 2014; Decides to allow Management and the Board to contact member States with regard to the hosting of the 36 th Annual Ordinary Meeting and communicate the date and venue to shareholders in due time. 14

15 RESOLUTION N 14/2013 ON THE VOTE OF THANKS TO THE HOST COUNTRY particular Article 12.2; Grateful to the Senegalese Authorities for successfully organizing the 35 th Annual Meeting, in particular the necessary facilities provided to the Corporation and the cordial, hospitable and fraternal reception of the representatives of shareholders and observers; Invites the Chairman of the General Assembly to convey its gratitude, through the relevant Authorities, to the President of Senegal as well as to the Government and Senegalese People, for their unflinching attachment and constant support to Africa Re, and for ensuring the success of the 35 th Annual Ordinary Meeting of the General Assembly in Dakar. 15