GOIL COMPANY LIMITED Y E A R S 1 9 6 0 - 2 0 2 0 2AN0N1UA9L REPORT GGOILOIL CCOMPANYOMPANY LLIMITEDIMITED Y E A R S 1 9 6 0 - 2 0 2 0 2019 ANNUAL REPORT GOIL Company Limited Annual Report 2019 Good energy CONTENTS ComPANy Information 2 NOtice of Annual General Meeting 3 Board of DirECTorS 5 Management Team 13 Chairman’s SpeecH 14 Performance At A Glance (2015-2019) 17 FIVE-Year Financial REVIEW (2015-2019) 18 CorporATe EVents & ACTIVITIES 21 Report of The DirECTorS 25 Independent Auditor’S ReporT 28 Consolidated STATement of ComprEHENSIVe Income 32 Consolidated STATement of Financial POSITION 33 Consolidated STATement of Changes In EqUITy 34 Consolidated STATement of Cash FloWS 35 NOTES TO The Consolidated Financial STATements 36 PrOxy Form 65 1 GOIL Company Limited Annual Report 2019 Good energy COMPANY INFORMATION FOR THE YEAR ENDED 31 DECEMBER 2019 BOARD OF DIRECTORS: BANKERS: Hon. Peter Kwamena Bartels - Chairman GCB Bank Limited Hon. Kwame Osei-Prempeh - Group CEO & MD Standard Chartered Bank Ghana Limited Mr. Thomas Kofi Manu - Member Barclays Bank Ghana Limited (Absa Bank Mr. Beauclerc Ato Williams - Member Ghana Limited) Mrs. Beatrix Agyeman Prempeh - Member Mr. Robert Owusu Amankwah - Member Ecobank Ghana Limited Mrs. Rhoderline Baafour-Gyimah - Member Universal Merchant Bank Ghana Limited Mr. Stephen Abu Tengan - Member Agricultural Development Bank Limited Madam Philomena Sam - Member Prudential Bank Limited Zenith Bank (Ghana) Limited SECRETARY: First Atlantic Bank Limited Nana Ama Kusi-Appouh National Investment Bank Limited Societe Generale Ghana Limited AUDITOR: PKF Stanbic Bank Ghana Limited Chartered Accountants United Bank for Africa (Ghana) Limited Farrar Avenue Access Bank Ghana Limited P.O. Box GP 1219 Accra REGISTERED OFFICE: D 659/4, Kojo Thompson Road, P.O. Box GP 3183, Accra. 2 GOIL Company Limited Annual Report 2019 Good energy NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 51st Annual Note: General Meeting of the Shareholders of GOIL i. In compliance with the current restrictions Company Limited will be held VIRTUALLY and on public gatherings in force pursuant to streamed live by video link from www.goilagm. the imposition of Restrictions Act, 2020 (Act th com on Thursday, 20 August, 2020 at 11:00 am 1012) and consequent Regulatory Directives, for the transaction of the following business: attendance and participation by all members and/or their proxies in this year’s Annual AGENDA General Meeting of the Company shall be strictly virtual (i.e. by online participation) ORDINARY BUSINESS 1. To receive and consider the reports of the ii. A member entitled to attend and vote at Directors and the Auditors and the Financial the Annual General Meeting may appoint a Statements of the Company for the year proxy to attend (via online participation) and ended December 31, 2019. vote on his/her behalf. Such a proxy need not be a member of the Company. 2. To declare a dividend for the year ended December 31, 2019 iii. The appointment of a proxy will not prevent a member from subsequently attending 3. To elect Directors retiring by rotation and voting at the meeting (via online 4. To authorize the Directors to fix the participation). Where a member attends the remuneration of the Auditors meeting in person (participates online), the proxy appointment shall be deemed to be 5. To fix the remuneration of the Directors revoked. SPECIAL BUSINESS iv. A copy of the Form of Proxy can be downloaded from https://www.goilagm. 1. To authorize the Company to effect all com and may be filled and sent via email changes in the Company’s Regulations/ to: [email protected] or deposited Constitution to make it compliant with the at the registered office of the Registrar of new Companies Act 2019 (992). the Company, NTHC, MARTCO HOUSE, 2. To amend the Company’s Regulations/ D542/4, Okai Mensah Link, Off Kwame Constitution to accommodate the holding Nkrumah Avenue, Adabraka, Accra and of Annual General Meetings by electronic or Postal address as P. O. Box, KIA 9563, Accra virtual means where the Directors deem it to arrive no later than 48 hours before the necessary to do so. appointed time for the meeting. 3. To change the name of the Company from v. The 2019 Audited Financial Statements can GOIL Company Limited to GOIL Company be viewed by visiting https://www.goilagm. Limited (PLC) in compliance with the new com. Companies Act 2019 (Act 992). Accessing and Voting at the Virtual AGM Dated this 24th day of July, 2020. vi. A unique token number will be sent to BY ORDER OF THE BOARD shareholders by email and/or SMS from 6th August, 2020 to give them access to the meeting. Shareholders who do not receive this token can contact KEN MATE-KOLE or Nana Ama Kusi-Appouh [email protected] or call 0593105735 ComPANy SecrETary any time after 6th August, 2020 but before the date of the AGM to be sent the unique token. 3 GOIL Company Limited Annual Report 2019 Good energy NOTICE OF ANNUAL GENERAL MEETING CONT’D vii. To gain access to the Virtual AGM, 4. To Authorize the Directors to Fix the shareholders must visit https://www. Remuneration of the Auditors goilagm.com and input their unique token In accordance with Section 139 of the number on Wednesday, 19th August, 2020. Companies Act 2019, Act 992, Messrs Access to the meeting will start from 8:00am. Pannell Kerr Forster will continue in office For shareholders who do not submit proxy as Auditors of the Company. The Board forms to the Registrar of the company prior will request from members their approval to the meeting they may vote electronically to fix the remuneration of the Auditors in during the Virtual AGM again using their accordance with Section 140 of the new unique token number. Further assistance Companies Act, 2019, (Act 992). on accessing the meeting and voting electronically can be found on https://www. 5. To Fix the Remuneration of the Directors goilagm.com. The Board will request from members their For further information, please contact the approval to fix the remuneration of the Registrar Directors in accordance with Section 185 of NTHC, MARTCO HOUSE, D542/4, the new Companies Act, 2019, (Act 992). Okai Mensah Link, SPECIAL RESOLUTIONS Off Kwame Nkrumah Avenue, Adabraka, Accra 1. To Authorize the Company to effect all changes in the Company’s Regulations/ RESOLUTIONS TO BE PASSED AT THE ANNUAL Constitution to make it compliant with the GENERAL MEETING: new Companies Act 2019 (992) The Board of Directors will be proposing the following resolutions, which will be put to the 2. To amend the Company’s Regulations/ Annual General Meeting Constitution to accommodate the holding of Annual General Meetings by electronic or 1. To Receive the 2019 Accounts virtual means where the Directors deem it The Board shall propose the acceptance of necessary to do so. the 2019 Accounts as the true and fair view 3. To change the name of the Company from of the state of affairs of the Company for GOIL Company Limited to GOIL Company the year ended 31st December, 2019 and of Limited (PLC) in compliance with section its performance for the year then ended. 21(b) of the new Companies Act 2019 (Act 2. To Declare a Dividend 992). The Directors recommend the payment of a dividend of GH¢0.045 per share amounting to GH¢17,633,841.00 for the year ended 31st December 2019. 3. To Elect Directors Retiring by Rotation In accordance with Regulation 88 of the Company’s Regulations the following Directors who are retiring by rotation but are eligible for re-election shall be re-elected as Directors: Mr. Robert Owusu Amankwah Mr. Thomas Kofi Manu Mr. Stephen Abu Tengan 4 GOIL Company Limited Annual Report 2019 Good energy BOARD OF DIRECTORS Hon. Kwamena Bartels Hon. Kwame Osei-Prempeh Chairman Group CEO & MD Mr. Thomas Mr. Beauclerc Mrs. Beatrix Mr. Robert Owusu Kofi Manu Ato Willams Agyeman Prempeh Amankwah Member Member Member Member Mrs. Rhoderline Mr. Stephen Madam Baafour-Gyimah Abu Tengan Philomena Sam Member Member Member 5 GOIL Company Limited Annual Report 2019 Good energy PROFILE OF BOARD MEMBERS Profile of Hon. Kwamena Bartels Hon. Peter Kwamena Bartels is a Lawyer by profession born on 27th October, 1947. He attended Nungua Secondary School where he obtained his GCE Ordinary Level Certificate andM fantsipim School in Cape Coast for his Advance Level Certificate.H e proceeded to the University of Ghana where he graduated with an LLB (Honours) degree and then to the Ghana Law School for his BL degree in 1974. He was called to the Bar in 1974. Hon. Kwamena Bartels holds a Post-Graduate Certificate inP ersonnel Administration from the Ghana Institute of Management and Public Administration and Post- Graduate Certificate inU niversity Administration from University of Ife in Nigeria. He entered Parliament in 1997 as a Member of Parliament for the Ablekuma North Constituency. He was reelected in 2001 and 2004. Hon Kwamena Bartels held several Ministerial positions in Ghana including; • Minister of the Interior – Aug. 2007 – May 2008 • Minister for Information and National Orientation – May 2006 – Aug. 2007 • Minister for Private Sector Development & the President’s Special Initiative – 2002-2005 • Acting Minister of Tourism – May 2002 – April 2003 • Minister of Works and Housing – February 2001 – 2002 Hon. Peter Kwamena Bartels also has the following work experience: • Principal Assistant Registrar and Principal Lecturer in Law at the Anambra State Polytechnic, Oko from 1982 – 1984. • Assistant Registrar in charge of Personnel and Staff Training Programmes and later Students Affairs from 1974 – 1977. He also served as Secretary to Five Statutory Committees.