Professional Documents
Culture Documents
Copperbelt Energy Annual Report 2019 PDF
Copperbelt Energy Annual Report 2019 PDF
Copperbelt Energy Annual Report 2019 PDF
REPORT 2019
Copperbelt Energy Corporation Plc
2019 Awards
Kitwe & District Chamber of
Commerce and Industry
Most Innovative Company of the Year
CAMINEX
Best in Public Service and Utility
CONTENTS
Glossary of terms and abbreviations 12
4
1. OVERVIEW
Our mission, vision and values
About the report
Supplementary information
18
2. HIGHLIGHTS
Letter from the Chairman
Key performance indicators
• Financial indicators and highlights
• Non-financial indicators
Salient statistics
Five-year review
28
3. STRATEGY AND PERFORMANCE
Message from the Managing Director
Our business – strategy, model and value-creation
Electricity industry overview
Our health, safety and environmental sustainability
Our human capital sustainability
Our Social and relationship sustainability
Our Commercial Sustainability
Our Operational sustainability
68
4. GOVERNANCE AND LEADERSHIP
Our Board of Directors
Our Board Committees
Our Executive Management
Our Risk, assurance and controls
Directors’ report
98
5. FINANCIAL SUSTAINABILITY
108
6. FINANCIAL STATEMENTS
Directors’ responsibilities in respect of the preparation of the financial statements
Independent auditor’s report
Statement of financial position
Statement of profit or loss and other comprehensive income
Statement of cash flows
Notes to the financial statements
164
7. SHAREHOLDERS’ INFORMATION
Analysis of ordinary shareholders
Share trading statistics
Valuation indicators
Shareholders’ diary
Notice and agenda of annual general meeting
Minutes of twenty-first annual general meeting
Forms of proxy
Corporate information
1. OVERVIEW
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 5
6 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
OUR MISSION
We are committed to:
• Supply reliable energy and high quality services to meet
our customers’ unique and changing needs efficiently
and proactively through robust infrastructure, diverse
power sources and professional teams.
• Increase value for our shareholders through responsible
and transparent corporate conduct, innovation and
investing prudently.
OUR VISION
To be the leading Zambian investor, developer and
operator of energy infrastructure in Africa by providing
innovative solutions and building strategic partnerships
through committed professional teams.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 7
OUR VALUES
OVERVIEW
BEING HONEST IN ALL OUR DEALINGS
CEC has a rich heritage, spanning more than 60 years and packed
JOURNEY
Providing quality and reliable power and other energy solutions to the
majority of Zambia’s mining companies is our hallmark. Innovative
Powering and consistently pioneering, the Company relentlessly breaks new
ground in pursuit of sustainably developing an energy industry able
Development
to adequately power the growth of the nation and beyond.
1953
1ST POWER UTILITY IN ZAMBIA
1956
1ST ZAMBIA-DRC INTERCONNECTOR
2002
LINE
The first high voltage transmission
connection between Zambia and 1ST ZAMBIAN POWER UTILITY
DRC, co-owned and operated TO BECOME FREE OF
by CEC (then Rhodesia Congo ENVIRONMENTALLY HARMFUL
Border Power Corporation) and PCBs
the DRC’s national utility, SNEL, Operations became free of the
became operational. highly toxic polychlorinated
biphenyls (PCBs) by removing all
PCB carrying components from its
network.
1997
1ST PRIVATE POWER UTILITY
IN ZAMBIA’S LIBERALISED
ELECTRICITY MARKET
2008
1ST PRIVATE COMPANY TO
Following the unbundling and OBTAIN DEVELOPMENT RIGHTS
privatisation of ZCCM, CEC FOR A MEDIUM SIZED HYDRO
became the first privately owned PROJECT IN ZAMBIA
electricity utility in Zambia. Awarded rights to undertake
feasibility studies for the
development of the greenfield
Kabompo Gorge Hydroelectric
Power Project in North-Western
Province.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 9
2008
1ST POWER COMPANY TO LIST ON
THE LUSE
25% of CEC shares were sold to the
public, including the Company’s
2009
OVERVIEW
employees, in a successful IPO and
1ST COMMERCIAL OPERATOR
the Company became publicly
OF OPTIC FIBRE TELECOMS IN
traded.
ZAMBIA
Formed a Joint Venture
partnership with Realtime
Technology Alliance Africa (now
Liquid Telecom Zambia) to provide
2013
1ST ZAMBIAN POWER UTILITY
TO INVEST OUTSIDE ITS OWN
COUNTRY
Participated in Nigeria’s power
sector privatisation and acquired
2017
stakes in two operations – in
distribution and generation. CEC
1
ST
UTILITY SCALE SOLAR PV exited the Nigerian market at the
PLANT end of 2016.
2019
development.
All the key terms and abbreviations used in this report are
explained in the glossary under supplementary information. Hence,
abbreviations and short name versions of terms are not written out in
full in the body of the report.
OVERVIEW
for this report. The committee the decisions, actions or looking statements about
has satisfied itself with the performance of the Company the Company’s performance
completeness and accuracy of and its stakeholders. The and position. We believe that
this annual report and deems determination of materiality while all forward-looking
it an accurate reflection of has been applied to both information contained herein
the Company’s performance. quantitative and qualitative is realistic at the time of
The Audit Committee has disclosures and content in this publishing this report, actual
recommended the report for report. All material matters results in future may differ
board approval. have been included and from those anticipated. We
management is not aware take no obligation to revise or
Our external auditor, PwC, has
of any information that was update these forward-looking
audited the Company’s annual
available but excluded or statements to reflect events
financial statements. The
any legal prohibitions to the or circumstances that arise
auditor’s independent report
publication of any information after the statements have been
on the audit of the Company’s
disclosed. made.
financial statements is found on
pages 113 to 118.
RESPONSIBILITY OUR
FOR THIS ANNUAL STAKEHOLDERS’
REPORT FEEDBACK
“AGM” The annual general meeting of the members or shareholders of CEC or the Company
“the Board” or “the The board of directors of CEC as at the date of this annual report and “Director” shall be
Directors” construed accordingly
“CA” or “CAs” Connection Agreement(s) entered into with MCM, KCM and NFCA
“CEC” or “the Company” Copperbelt Energy Corporation Plc (Registration number 119970039070), a public
company incorporated in accordance with the laws of Zambia and listed on the LuSE
“CEC-DRC SARL” CEC DRC Sarl (registration No. CD/LSH/RCCM/18-B-00132), a Limited Liability Company
incorporated in accordance with the laws of the Democratic Republic of Congo
“Certificated Shares” CEC shares which have not yet been dematerialised in terms of the requirements of CSD,
title to which is represented by a share certificate or other documents of title
“Copperbelt” the mining area of Zambia, which is centred around the Copperbelt Province of Zambia
“COVID-19” or “COVID-19” the novel coronavirus disease, declared a global pandemic by the World Health
Organisation
“CSD” or “LuSE CSD” the Central Securities Depository maintained by the LuSE
“Dematerialised Shares” CEC shares which are held through the CSD and are no longer evidenced by a share
certificate or other documents of title
“Dividend” a distribution of a portion of the Company's earnings, decided by the board of directors,
paid to shareholders
“Documents of Title” share certificates, certified transfer deeds, balance receipts, or any other documents of
title to CEC shares
“EPS” or Earnings Per Share” earnings attributable to each CEC share, calculated by dividing the Company's profit
attributable to shareholders by the weighted average number of issued CEC shares
“ERB” Energy Regulation Board, Zambia’s energy sector regulatory body established under the
Energy Regulation Act Chapter 436 of the Laws of Zambia
OVERVIEW
“ESMP” Environmental and Social Management Plan
“FY” the appropriate financial year-end reporting date for the defined year
“GET FiT Zambia” a program designed to assist the Zambian Government in the implementation of its
Global Renewable Energy Feed-in Tariff Strategy and aims to procure and support
Independent Power Producer (IPP) projects of up to 20MW each
“Golden Share” “Golden Share” or “Special Share” is a share in CEC Plc that may only be issued to, held
by and transferred to the Minister responsible for Finance or his successor or a nominee
on his behalf or any other Minister or other Person acting on behalf of GRZ, the Special
Shareholder
“GRZ Nominated Member” the Board member appointed by GRZ, pursuant to the Golden Share, usually the
Permanent Secretary of the Ministry of Energy as shall be designated as such by the
Minister from time to time
“GWh” Gigawatt hours, is a unit of energy representing one billion (1,000,000,000) watt hours
and is equivalent to one million kilowatt hours. Gigawatt hours are often used as a
measure of the output of large electricity power stations
“IFRS” the International Financial Reporting Standards and Interpretations adopted by the
International Accounting Standards Board (“IASB”) and the International Financial
Reporting Interpretations Committee of the IASB
“IRU” IRU of the excess capacity on the CEC Telecoms Assets by Liquid Telecom
“Kabompo” the Kabompo Gorge Hydroelectric Power Project, located in the North-Western Province
of Zambia
“Listings Rules” the Listings Requirements of the LuSE, as amended from time to time
“Maamba” Maamba Collieries Limited, the only coal-fired thermal power plant in Zambia at present
“Ndola Energy” Ndola Energy Company Limited, a thermal (HFO) IPP based in Zambia’s Copperbelt
Province
“Net Asset Value Per Share” CEC shareholders' equity, as determined by deducting liabilities from assets, divided by
or “NAV per share” the weighted average number of CEC shares in issue
“PACRA” the Patents and Companies Registration Agency of Zambia, established pursuant to
section 3 of the Patents and Companies Registration Agency Act No. 15 of 2010 as
amended
“Power Dynamos or PDFC” Power Dynamos Football Club, a Zambian super league side fully sponsored by the
Company
“Register” means the register of Certificated Shareholders maintained by CEC and the sub-register
of Dematerialised Shareholders maintained by the Transfer Secretary
“SCPE” Standard Chartered Private Equity, [formerly] a division of Standard Chartered Plc, which
is a bank holding company registered in England (Registration number 966425)
“SAPP” the Southern African Power Pool, an arrangement for, inter alia, co-operation in matters
of electricity generation and distribution between member states, including Zambia
“SEC” the Securities and Exchange Commission Zambia, a statutory body established under
the Securities Act
“Shares” ordinary shares of CEC with a par value of ZMW0.01 each in the authorised and issued
share capital of the Company
“SI 57” Statutory Instrument No. 57 of 2020 issued by the Minister of Energy on 29 May 2020 to
declare all of CEC’s transmission and distribution lines common carrier
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 15
“SNEL” Société Nationale d'Électricité, the national power utility of the DRC
“Solar PV” Solar photovoltaic, a power system designed to supply usable solar power by means of
photovoltaics
“Transfer Agent” or “Transfer Corpserve Transfer Agents Limited (Registration number 120080074349), a company
Secretary” registered in Zambia
OVERVIEW
“VFL” Visible Felt Leadership
“ZECI” Zambian Energy Corporation (Ireland) Limited (Registration number 414474) a company
registered in Ireland
“ZRA” the Zambia Revenue Authority, the state revenue collector of Zambia
16 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
SHAREHOLDING STRUCTURE
(SHAREHOLDERS WITH <5% HOLDING AND THOSE WITH >5% SHOWN UNDER LuSE CSD)
CSD – STANDARD
LUSAKA CHARTERED
SCPE / ZAMBIA
ZCCM-IH SECURITIES ZECI MARINA
EXCHANGE SECURITIES
(NOMINEES)
CEC’s clean energy credentials include a 900,000 litres per annum biodiesel
production plant from which the Company produces a certified biodiesel product
using natural fuel feedstock.
18 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
2. HIGHLIGHTS
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 19
20 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
measure the quality of service we provide to our only ensure that we are moving along with
customers. our strategy but also that we adequately
accommodate any variations that may result
DRC market: having incorporated the local from changes in our environment in a manner
company, CEC-DRC SARL, in 2018 as a vehicle that the end goal is kept in sight and achieved.
through which the Company would grow its
service provision to its customers in the DRC, Business sustainability
we are pleased that we are now maintaining a
permanent physical presence in that market; A sizable portion of management and board
allowing us to lock in several contracts for time and resources were spent on matters
power supply to support mining operations in related to the future of the Company’s
the Katanga Province and enable us to increase contractual arrangements on the supply side
our sales volume over the previous year. as the BSA, in place since 1997, was due to lapse
at the end of March 2020. By the close of the
Renewable energy projects: in our 2018 year under review, the parties had not come to
performance review, we reported that we were an agreement on the future of that contract.
committed to developing renewable energy Admittedly, this state of flux is raising concerns
resources and would pursue and participate in on the stability of both the energy and mining
both private sector initiatives and Government- sectors. We are continuing to engage with all
led programmes. GET FiT Zambia is one such relevant parties and remain keen on ensuring
HIGHLIGHTS
public sector program we expressed our interest that these efforts culminate into a positive and
in and got our legs in both the solar and hydro non-disruptive outcome for the Company, the
tenders. CEC and its partner, InnoVent SAS of energy and mining sectors, and the country at
France, were among the six consortia awarded large. Achieving a landing on a solution that’s
to develop solar PV sites of up to 20MW each. mutually acceptable to all parties will ensure
CEC and InnoVent are developing two sites in that both utilities focus the right energies on
Kitwe’s Garneton area. CEC is also participating delivering quality service to their customers,
in GET FiT Zambia’s small hydro tender under free from uncertainty.
which the Government is looking to develop
up to 100MW from plants whose capacity The foregoing, alongside other potential risks to
would not exceed 20MW. The Company was the business, are critically identified, assessed
granted feasibility study rights for the two sites and monitored. Appropriate mitigating actions
it submitted. We are also interested in a hybrid are determined to manage any identified risks
renewable power project combining solar, wind on an ongoing basis. I am pleased to report that
and battery storage which is coming up in in 2019, we worked tireless to contain all the
Masaiti District. CEC penned a Memorandum risks identified as being plausible. The board
of Understanding with Upepo Holdings for the was satisfied with the independent assurance
development of this ground-breaking 150MW received on the effectiveness and adequacy of
project, scalable to 250MW. These opportunities the Company’s internal control systems.
feed into our strategic objective of enhancing These controls extend to our HSES activities
our contribution to growing Zambia’s renewable which, collectively, seek to attain an operating
sources of energy as we seek to increase access environment in which no harm or occupational
to electricity across the country. ill-health comes to any of our employees,
Relationships: our business and social universe contractors and the communities in which we
is made up of numerous stakeholders that operate. A tall order by any standards but which
we hold key to our success and sustainability. we have proved is achievable. I, along with the
Hence, a significant amount of both board entire board, applaud an all-round praiseworthy
and management time was spent engaging performance in 2019. Not only did we attain 6.541
these relationships, especially with GRZ, as million man-hours without a system-based
we seek to resolve the Company’s contractual lost time accident but this accomplishment
arrangements going forward and lobby for more stretched the period the Company has gone
government support and improved relations for without registering a fatality to 11 years.
a more successful private sector in our country. I salute all our employees for consciously
In line with our values, we maintained the contributing to this achievement which both
relevant disclosures, transparency and ethical builds upon and shows the fruit of unrelenting
conduct in our communication and interaction collective pursuit of excellence in HSE
with our various stakeholders, including sustainability.
shareholders, as demanded by ourselves and
by the rules and regulations that govern our That admirable attitude on the part of our
business. It is also gratifying to see the impact employees extended beyond matters of HSE but
and results of our recent social investment in to how they have professionally and steadfastly
education, health and infrastructure take shape continued to execute their duties even under
and start to bear fruit. the challenging business environment which I
have earlier addressed. In this vein, a part of our
We remain resolute in our intentions to not people engagement undertakings dealt with
22 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
addressing anxiety by filling any information gaps through I have every confidence that Mr. Kaunda will add to the
regular official communication with all employee levels. collective skill set, expertise, talent and knowledge embodied
within the relevant diversity in the composition of our board.
Stakeholder relationships I believe our board is well-equipped to continue steering the
Enhancing our relationships and partnerships is one of business forward and to render the needed leadership as the
our strategic corporate objectives and, to that end, we Company delivers sustained value to its shareholders and
endeavoured to listen to and engage with as many of our other stakeholders.
stakeholders as we possibly could. Events post the reporting date
Our vision of investing in and developing energy infrastructure Earlier in my review, I mentioned matters yet to be resolved
and resources in a diversified energy industry is only possible relating to negotiating of key commercial contracts on
with the support of the government. Hence, like any private the supply side, the debt by KCM that remains unpaid and
business entity, building a good relationship with the a generally difficult energy and mining sector operating
government anchored on fair and transparent play is cardinal. environment. On 31 March 2020, the contract by which CEC
We remain hopeful that the government will continue to work purchased power from ZESCO came to an end without the
to enhance a supportive business environment in which the parties having reached a resolution on future power sourcing
private sector can thrive so as to continue to contribute to arrangements. Following on this, the agreement under which
the country’s economic growth. KCM purchased power from CEC ended on 31 May 2020,
We are interested in our customers’ business continuity. We putting in motion actions by GRZ, ZESCO and ERB whose full
endeavour to provide them a quality of service that assures effect has constrained the Company in terms of collecting
them of security for their decisions. We sought to deliver the debt from KCM and taking other actions to preserve the
that comfort, firstly, by not falling short of the level of service commercial and financial viability of the business. KCM has,
they require and devising solutions to serve their needs. from 1 June 2020, signed a one year power supply term sheet
We continued to engage on pertinent matters regarding with ZESCO while the relevant contracts for use of the CEC
our service offering, mutual interest as well as those with a system which should determine the basis upon which the
broader reach affecting our respective businesses. Company’s infrastructure is being used remain inconclusive.
This follows the issuance of SI 57 by the Minister of Energy on
We continued to proactively, and in accordance with 29 May 2020 to declare all of the Company’s lines as common
good governance rules and observation, engage with our carrier. The Company is pursuing avenues open to it to
shareholders. The capital market endured a generally bearish resolve the matters, including negotiating with the relevant
disposition throughout the year, hence, I’m pleased to report parties. ZESCO and KCM have taken legal action against CEC
that the CEC stock, while having registered some capital in the courts of law against certain of these matters, and the
losses, held up well under the circumstances and was one of Company is taking adequate steps to defend itself.
the most actively traded on the LuSE in 2019. A total dividend
of USD30.9 million was distributed to our shareholders in Going concern
2019, up 19% from 2018. The developments of challenging significance that I’ve
Our investments in the social sector were far-reaching and highlighted present a level of uncertainty requiring special
focused on health and education, consistent with our policy. mention with respect to the Company’s going concern
Our partnering with the Office of The First Lady of the outlook. The Directors have, as part of the going concern
Republic of Zambia and her Esther Lungu Foundation Trust review, considered the Company’s trading forecasts and
contributed to deepening our reach. working capital requirements for the foreseeable future,
and have taken into account the various obligations of
Governance and leadership the Company to its lenders. Based on the sum total of our
consideration of what actions CEC is taking and mitigations
Our resolute commitment to transparency and adherence to in its control to navigate the risks, we took the view that
the relevant governance tenets practiced by our board and the business will continue to operate as a going concern
management is a point of delight for me especially that what into the foreseeable future. The Directors’ Report, Chief
we are practicing now lays a foundation upon which those Financial Officer’s financial sustainability report and the
that will govern and lead our Company in future will rely. financial statements all carry details on the Company’s
Both the executive and the board have acted in respectful going concern.
reciprocity in sharing information and knowledge, rendering
support and showing openness to counsel whenever called Outlook
for.
The National Energy Policy was approved by the government
We welcomed to the board a new representative of GRZ, during the year under review. The two anchor sector bills,
Mr. Trevor Kaunda, who took over as Permanent Secretary the Electricity Bill and the Energy Regulation Bill, went
in the Ministry of Energy, by virtue of which role he has before the National Assembly for enactment, a process
assumed a seat on the board in accordance with our Articles concluded post the reporting date following the presidential
of Association. I wish Brigadier-General Emelda Chola, long- assent. The cost of service study resumed under the ERB
serving on our board, all the best in her future undertakings. and we are participating in the process. We believe these
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 23
HIGHLIGHTS
customers.
The heroes and heroines who are our employees are truly our
greatest assets. They continued to commend themselves
well, upholding the same dedication with which they have
held themselves in years past while holding themselves open
to protect and live by the values that define the Company’s
character. I look forward to working with you all again in the
coming year.
London Mwafulilwa
Chairman
24 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NON-FINANCIAL INDICATORS
• 41 training
• 0 serious incidents
HIGHLIGHTS
hours per
• 0 legal employee
HUMAN CAPITAL
contraventions • 100% offer
ENVIRONMENT
acceptance
rate
• 0% new joiner
turnover rate
• 0 Fatalities
• 0.11 LTAFR
HEALTH & SAFETY
• 6.451 million
injury-free hours
SALIENT STATISTICS
In thousands of USD 2019 2018
FINANCIAL PERFORMANCE (adjusted)
Revenue 408,272 421,203
Gross Profit 101,960 129,403
Adjusted EBITDA 91,200 103,464
Operating Expenses (36,667) (56,111)
Adjusted PAT 48,214 51,500
ECONOMIC INDICATORS
Average ZMW/USD exchange rate 12.908 10.46
Closing ZMW/USD exchange rate 14.053 11.932
SHARE STATISTICS
Total shares in issue 1,625,000,597 1,625,000,597
Closing share price (ZMW) 1.25 1.45
Average share price (ZMW) 1.37 1.73
Market capitalisation (thousand USD) 144,539 197,473
EMPLOYEES
Total number of employees 380 390
Total number of contractors 293 344
Employee training/skills development spending (thousand USD) 249 454
HEALTH, SAFETY AND ENVIRONMENT
LTIFR (per 100,000 man hours) 0.11 0
System based injury-free hours (millions) 6.451 4.678
LTISR (per 100,000 man hours) 0.5 0
SOCIAL AND TRANSFORMATION
Corporate social responsibility spend (million USD) 3.340 2.175
Community sensitisation engagements 12 5
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 27
INCOME STATEMENT
Revenue 408,272 421,203 389,532 354,626 355,063
Adjusted EBITDA 91,200 103,464 101,471 92,419 79,951
Operating profit/ (loss) 17,372 94,388 79,579 (80,218) 68,351
Net finance costs (4,850) (3,978) (4,451) (6,987) (7,276)
Share of profits from joint ventures - (92) 448 1,841 -
Profit/ (loss) before tax 12,522 90,410 75,128 (87,205) 61,075
Taxation 92760 (34,448) (26,750) (26,482) (21,550)
HIGHLIGHTS
Net profit/ (loss) attributable to equity holders
12,246 55,962 48,378 (113,687) 39,525
of the Company
Headline earnings attributable to shareholders 0.008 0.034 0.030 (0.070) 0.024
BALANCE SHEET
Property, plant and equipment 457,551 441,967 437,533 418,534 400,434
Investment in Subsidiaries 6 6 19,029 17,635 31,098
Total non-current assets 457,557 441,973 455,619 436,170 550,282
Current assets 82,862 200,097 182,426 149,168 171,372
Total assets 640,419 642,070 619,960 585,338 721,654
CASH FLOW
Net cash inflow/ (outflow) from operating
49,777 78,083 74,112 58,371 47,736
activities
Net cash outflow from investing activities (20,631) (18,977) (15,564) (8,177) (25,192)
Net cash (outflow)/ inflow from financing
(37,035) (40,520) (36,020) (44,904) (15,536)
activities
Net cash increase/ (decrease) for the year (7,889) 18,586 22,528 5,290 7,008
RATIOS AND STATISTICS
Earnings
Earnings per share 0.008 0.034 0.030 (0.070) 0.024
Headline earnings per share
Dividend per share 0.019 0.016 0.013 0.010 0.009
Dividend cover 0.4 2.1 2.3 (6.9) 2.8
Profitability
Operating margin 19% 13% 12% (32%) 11%
Return on capital employed 10% 17% 15% (23%) 11%
Return on equity attributable to shareholders 3% 15% 14% (38%) 10%
Financial
Net debt to equity 15% 16% 21% 29% 27%
Current ratio 1.45 1.88 1.88 1.63 1.59
Liquidity ratio 1.44 1.85 1.85 1.59 1.57
28 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
3. STRATEGY &
PERFORMANCE
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 29
30 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
environment for learning as it will engender for the year increased by 25% though we saw
the safety and dignity of the young students by increased pressure on the margins due to
enabling the school to provide bed space and factors such as artificial transmission path
better sanitary conditions. Another investment constraints in Zambia which affected overall
of note during the year was our special project pricing. We continue to work on resolving some
for children with disabilities. Details of these of the transmission path challenges facing the
and other social investments undertaken business.
during the year are contained in Our Social and
Relationship Sustainability at pages 52 to 55. Asset management and network performance
Power availability and sales During the year, we maintained high reliability
across our network; ensuring that our
As the year progressed beyond quarter one, customers received a service quality that they
the balance between supply and demand have come to expect of us. Overall, we met the
in the Zambian network could no longer be key performance metrics by which we measure
achieved. This followed the less than average the quality of our service including availability
precipitation received during the 2018/19 wet and reliability indices and continued to deal
season, consequent to which major reservoirs in with our customers in a very transparent and
the country’s hydro power generation facilities responsible manner in line with our core values.
received less than normal water inflows leading This was despite the two key risks facing our
to a nationwide energy shortage that peaked service delivery, being the shortfall in power
at about 40% of the national demand. This generation causing challenges on the supply
necessitated the rolling out of planned load side and the persistent copper conductor thefts
curtailment programmes across the country that the Company continues to experience.
in order to help manage the shortfall in power
supply. To mitigate wider negative economic While a deliberate decision was agreed with
impacts, mining customers were exempt from key stakeholders to fully meet mine demand
load curtailment, enabling them to access their during this period of power shortfall at national
full power requirements from national sources. level, managing a power network under these
The Company, therefore, was not at any time circumstances will always be a challenge – it is
required to call upon its regional contracts in the commendable that our operations team has
asset modernisation and business expansion objectives. Our be commissioned early in the new year, given the advanced
ambition is to, at all time, ensure that the Company is well stage that each of these projects has reached. This should
positioned to continue efficiently supplying reliable power to facilitate demand growth of over 40MW for our mine supply
its customer base. This requires us to also efficiently support segment of the business. Completion of these projects
the expansion projects that are either driven by customer should also result in asset growth of not less than 6%.
productivity enhancement ambitions or those forming part
of our growth agenda. I am pleased to report that following an international
competitive tender process for the GETFiT Zambia program,
Financial performance managed by the Government and KfW, our consortium
consisting of CEC and InnoVent SAS (the Consortium)
The Company’s overall financial performance was well was successfully awarded to develop 2 x 20MW solar PV
below that seen in 2018, mainly as a consequence of the projects to be located in the Garneton area of Kitwe with a
significant emerging risks facing the business; which remain base tariff of 4.8USc/kWh. The Consortium is among the
a top priority for us to address as we seek to deliver value three successful entities out of the ten initially shortlisted
to our investors and other stakeholders. Non-payment by participants. Following this award, the Consortium has been
our largest customer, KCM, constituted the largest risk progressing the project towards financial close after which
to the Company’s financial performance during the year. execution would commence. Overall, the GETFiT Zambia
Subsequent to the action in the High Court for Zambia by programme is lagging behind original timelines as parties
ZCCM-IH to commence winding up proceedings of KCM, work to resolve challenges associated with the required
followed by the appointment of the Provisional Liquidator, credit enhancement package to make the project bankable.
KCM struggled to pay its electricity bills. This resulted in
significant accumulation of arrears. The consequential Our participation in programmes such as this one is in line
impairments due to KCM’s debt accumulation negatively with our strategy to contribute to the expansion of the
affected the Company’s annual financial results. Total country’s access to clean energy. As the electricity value
revenue decreased by 3% from about USD421.0 million in chain adjusts and adopts to the low carbon economy, we
2018 to around USD408.0 million in 2019, mainly on account remain committed to continue our efforts in the adoption of
of an 8% demand reduction by our mine customers in distributed sources of energy.
Zambia while domestic wheeling services to our non-mining
consumers also reduced by 7% year-on-year. Our power Market developments
trading segment continued to improve, growing by 25% The BSA between CEC and ZESCO: the BSA has been at
in 2019. Profit after tax came in at about USD12.3 million the centre of the commercial exchange of various services
compared to USD55.9 million in 2018, representing an annual between CEC and ZESCO since 1997 when it was signed.
decrease of 78%. There was an increase of USD53.3 million Services under the BSA included sourcing of power by CEC
in net impairment provision, necessitated by the challenge of from ZESCO, transportation of power by CEC through its
the KCM payment default. infrastructure on behalf of ZESCO for non-mining customers
Pursuing growth on the Copperbelt (domestic wheeling) and access to each
other’s infrastructure for purposes of international wheeling
During the year, we continued to explore growth opportunities involving transportation of each other’s power designated
that are aligned with our core business. Establishing new for cross-border trade. Further, the BSA provided the basis
transmission infrastructure and investing in renewable power and guidelines for operating and maintaining connection
sources ranging from hydro, wind to solar technologies, facilities between the CEC and ZESCO power infrastructure.
are the two key focus areas for the Company. Transmission The range of services provided under the BSA speaks to the
infrastructure development mostly involves customer importance of the agreement not only to CEC and ZESCO but
driven projects requiring new power supply infrastructure or also to the entire sector and the economy of Zambia.
development of connection facilities for evacuating power
into our network either by ourselves or others. We target With the above in mind, it was always clear to CEC that an
opportunities that align with our core business, which would appropriate successor agreement to the BSA would be
include those in support of the national effort to increase required post expiry of the BSA on 31 March 2020. CEC,
access to clean energy. therefore, sought early engagement of both ZESCO and
the Government on contractual arrangements post expiry
A few of the projects that continue to be in progress and of the BSA. However, it was only in December 2019 that the
worthy of mention include the Dangote Grid Connection Government finally guided CEC and ZESCO to engage in
project, the GETFiT Zambia Solar projects, the MCM Mindola contractual negotiations. This meant that negotiations could
project and the Microlink project. only commence in 2020.
We have made significant progress in developing connection Unfortunately, the first round of negotiations that
transmission infrastructure meant to connect the co- commenced on 12 February 2020 ended on 30 March 2020
generation facility owned and operated by Dangote Cement. without the parties agreeing a successor agreement due to
I expect this project to be completed within the first quarter outstanding differences on key commercial terms. Following
of 2020, allowing power trading between the Company and the deadlock, and expiry of the BSA on 31 March 2020, the
Dangote Cement to commence. Organic growth projects Government and ZESCO sought to impose unilateral and non-
involving the development of power infrastructure to connect negotiable supply terms on CEC but the Company, following
new demand by MCM and Microlink Resources should also legal advice provided by independent lawyers, continues
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 33
to follow provisions of the BSA for all services exchanged Developments post - December 2019
between CEC and ZESCO until the parties negotiate and
agree a mutually acceptable contract. In this regard CEC has Important developments with potentially significant impact
continued to engage with both the Government and ZESCO on the business have taken place subsequent to the reporting
in good faith in its pursuit of a win-win solution to contractual period. It is important that I report on these developments,
arrangements that should underpin service provision their likely impact on the business and what our response as
between itself and ZESCO. Resolving this contractual matter a Company has been so far:
remains a top priority to the Company given its importance • Expiry of the CEC-KCM PSA: The CEC-KCM PSA,
not only to CEC and ZESCO but to the Zambian economy which was originally due to expire on 31 March 2020,
as a whole as it underpins service provision to the entire had its term extended to 31 May 2020 to allow more
Copperbelt province. time for new contract negotiations that were in
Sector legislation: the work started a couple of years ago by progress at the time between the parties. However, the
the Government to repeal the two sector acts – the Electricity contract negotiations ended prematurely following
and the Energy Regulation acts of 1995 – advanced during communication from KCM that they had signed a
the year, culminating in the Electricity and Energy Regulation one-year power supply term-sheet with ZESCO. With
bills of 2019 being successfully passed by Parliament before the Government effectively controlling both KCM and
year end. Post-year end, the two acts have been assented to ZESCO, this development did not come as a surprise,
by the President and become operational. especially that KCM had at the time accumulated a
debt of USD131.8 million in unpaid electricity bills to
The new acts have replaced their predecessors that had CEC, which rose to USD144.7 million at the end of May
been in existence for about 25 years. Repealing of the old 2020. As a result, CEC had notified KCM of its intention
acts followed promulgation of a new energy policy which to restrict power supply in line with the PSA provisions
mainly seeks to reform the sector, increase access to and demanded that KCM pays its debt and commits
renewable energy and shift the market from single buyer to paying electricity bills on time going forward.
to multi-buyers. The key changes introduced by the new By jumping over to ZESCO, the move has roundly
acts are more in line with the objectives of the 2019 NEP been seen as an attempt by KCM to circumvent its
but more importantly, they seek to give the regulator more responsibility to pay its accumulated debt to CEC while
authority over sector contracts (PPAs and PSAs) while continuing to access power supply and transmission/
the CEC infrastructure at very sub-economic rates. On the power sourcing side, as our main agreement, the
The Company highly values the existence of a cordial BSA, comes to an end on 31 March 2020, we will continue
relationship with the Government and in this regard our concerted efforts to put in place a successor agreement
continues to engage with them on the need to support while also taking the opportunity and necessary steps
not only CEC but the entire private sector through to work closely with relevant stakeholders to expand our
enhancement of the business environment. We remain options for power sourcing in the market. The BSA, in line
committed to continue engaging the Government with the initial intentions of the Government, had tied the
and all other relevant stakeholders, and in taking all Company to buying power from only one source. We are
appropriate action to redress the adverse business hopeful that some of the intended sector reforms will be
environment being experienced by the Company fully implemented so as to not only enable multiple sourcing
at the moment. It should be noted that while CEC’s of power by sector players but to also facilitate unhindered
transmission and distributions lines have been declared access to power available from the SAPP market. We remain
common carrier, state-owned nationwide infrastructure keen to achieve power sourcing arrangements that reflect a
operated by ZESCO has not been declared common win-win solution for all involved and support the long-term
carrier and ZESCO continues to block CEC’s access to objectives of the Company and the sector as a whole.
its infrastructure – a matter that remains unresolved
despite having been brought to the attention of the Optimising the performance of our power network is
Minister of Energy on several occasions. another objective that is key to shaping our future. We
continue to make significant investments in enhancing
security of supply and contributing to the broader objective
of delivering reliable power in an efficient and sustainable
• COVID-19: The novel coronavirus disease (COVID-19) manner. Through renewal and modernisation of our power
was first reported to the WHO on 31 December 2019 assets, we are accelerating technology adoption while
following its outbreak in China. On 11 March 2020, the enabling the Company to lower costs, enhance efficiencies,
WHO officially declared the COVID-19 outbreak a global and create additional value for our customers, the sector and
pandemic. COVID-19 has caused huge disruptions to life the broader economy. We continue to work on our ambition
and livelihoods across the globe and has significantly to connect more cleaner sources of energy to our power
impacted businesses and the global economy. As the network, enabling our contribution to the energy transition
COVID-19 pandemic continues to ravage business and agenda. We continue to invest in and nurture the talent
the global economy, its full effects remain uncertain and and capabilities of our people and facilitating realisation of
yet to be fully understood. Experts have predicted that rewarding careers. During the year, we carried on with our
the COVID-19 pandemic will cause economic slowdown leadership development program where a selected number
with the potential for a deep recession in some of our managers deepen their leadership skills. This is critical
economies. in preparing the Company’s leaders of the future.
In Zambia, the spread of COVID-19 continues to intensify. A big thank you
The government continues to urge all citizens and
businesses to adopt and adhere to the public health As always, I want to say a big thank you to all employees,
guidelines that they have issued. The Company has who have worked so hard to deliver these results in what has
adopted all health guidelines issued by the government been a very challenging year to the business. Expectedly, the
and implemented remote working for most of its Company is likely to continue to face most of the downside
employees and contractors with the exception of staff risks that emerged during 2019 well into the coming year. As
necessary for the continued reliable and seamless a purpose-led organisation, we need to remain focussed on
service to our customers. Other than its direct effects our purpose of delivering reliable energy to all our customers
on the Company, the COVID-19 pandemic is likely to as this remains our top priority. Remaining transparent, true
have significant negative effects on the businesses of to our values and acting responsibly at all times will greatly
our customers, contractors and suppliers. The Company help us to stay the course and deliver value to our customers,
continues to closely monitor and assess the impact of the investors, local communities and all our stakeholders.
COVID-19 pandemic on the business and to implement
appropriate responses from time to time in line with its
crisis management plan.
Internal Resources
Infrastructure
We own GTA assets used to generate power and a transmission and distribution network used in the supply of electricity to
our customers. This network accounts for the vast majority of our core asset base.
Funding / Financing
We fund our business mostly through cash from operations, short term and long term debt. We maintain an appropriate mix
of these financing options and manage financial risks prudently. The gearing of the business is relatively low at the moment.
Employees
Our highly skilled, dedicated employees have the right values and work ethic. They manage and maintain the network
infrastructure and manage and develop the many stakeholder relationships that are crucial to the Company’s success. As we
support the network improvements through modernization and growth, we are providing skills improvement, employment
diversity and supporting our workforce to build the skills relevant for the improved offerings of the business. By attracting and
retaining the people capable of driving this journey, we will together achieve the desired goal.
Strong relationship
Customers
For the local power supply business, our customers are primarily mining companies whose power requirements and value
adding services, such as emergency power supply, we meet to their required levels of satisfaction. Emergency power is critical
for mines’ operations, particularly for underground operations and processing units such as smelters. ZESCO on the other
hand, is our main power generator, who supplies most of our power requirements to meet our local supply business. ZESCO
is also our main customer for the power wheeled through our network. On the regional power supply segment, our main
customers are the mining companies in the DRC. We source power from regional power utilities and work with SNEL to deliver
this segment.
Relationships with all these customers as our partners in service delivery and value creation is cardinal to the realization of
our objectives.
We work in partnership with our supply chain, which has complementary experience, skillsets and resources. We agree
mutually beneficial contractual arrangements and, whenever possible, leverage economies of scale and use sustainable
service provision and partnership arrangements.
The societal impact of our activities means that a range of stakeholders have a legitimate interest in and influence on the
work we do. These include the government, local municipalities, our supply chain, mining customers, local and regional utilities
whose power and services we transport or provide.
The energy we transmit and distribute and the activities we undertake are intrinsically dangerous; therefore, our operations
have to be of high standard to ensure, primarily, the safety of our employees and equipment but also to comply with the relevant
laws and regulations. As part of our operations, we are proud to advise that we achieved 6.451 million hours of accident-free
operations, which goes to confirm our high safety operation standards.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 37
How we operate
How we do business
• We combine these input factors with our technical expertise to achieve our purpose and vision.
• We do all of this in accordance with our culture and values, which guide everything that we do.
• Our strategy is designed to maintain and develop our business model and is supported by robust governance and risk
management processes.
What we rely on
• The key internal resources that we rely on to do business are:
• Our infrastructure (network) for power generation, transmission and distribution;
• Appropriate funding that allows us to invest in our employees and infrastructure; and
• Our talented workforce that ensures energy is moved efficiently and reliably.
• We also rely on maintaining strong relationships with our key external stakeholders to ensure we best meet their needs.
HOW WE DO BUSINESS
Of the USD434.0 million, we invested and paid USD301.0 million to suppliers and contractors to our business through the
procurement of services, purchase of power and investment in our infrastructure. This investment typically has a multiplier
effect by creating and sustaining jobs within our operations and for our suppliers on whom they rely.
We paid USD37.0 million in taxes, levies and other payments to the Government of Zambia. The significant source of taxation
revenue assists the Government and local municipalities to provide essential services for the citizens and invest in the
communities for the future.
Our shareholders and employees remain at the core of our economic contribution via provision of a return on their investment
through dividend distribution and salaries for our experienced and skilled employees through whom we serve our customers.
TO CONTRACTORS USD36m
TOTAL
USD37m
ECONOMIC
TO THE GOVERNMENT
CONTRIBUTION
USD20m
TO EMPLOYEES AS SALARIES,
WAGES & BENEFITS
USD6m
TO LENDERS OF CAPITAL
AS INTEREST
We create value to the wider Zambian economy, which is represented by the contribution to the highlighted areas. We are
able to generate and share the wealth we create because of our +60 years of expertise in the Zambian and Sub-Saharan
power sector. Our experience and skills underpin our purpose and vision, and is fundamental to our consistent success and
sustainability.
Our value creation and contribution to the economy over the five years reviewed exceeds USD1.9 billion, with the majority of
this, at 72%, contributed to suppliers and contractors, the Government of Zambia at USD193.0 million, our employees with
whose skills we are able to deliver the services to our customers accounting for USD102.0 million, our shareholders having
received USD108.0 million. USD34.0 million has gone to our financial partners, and our contribution to the communities via
social investments stands at USD9.0 million.
HOW WE INVESTED AND SHARED THE WEALTH WE CREATED FOR THE YEARS 2015-2019
USD108m
TOTAL
USD193m
ECONOMIC
TO THE GOVERNMENT
CONTRIBUTION
USD102m
TO EMPLOYEES AS SALARIES,
WAGES & BENEFITS
USD34m
TO LENDERS OF CAPITAL
AS INTEREST
FINANCIAL VALUE
ELECTRICITY INDUSTRY
OVERVIEW
The electricity industry in Zambia is chiefly powered by FiT Zambia Solar tender. Each individual site has a capacity
hydro, which at the close of 2019 accounted for about 80% of 20MW utility-scale solar PV with two allocated to each of
of the national installed capacity. This predisposes the the three successful consortia. Another GET FiT tender, for
industry to the vagaries of nature, including drought. small hydro projects, is still in progress. Again, the tender
is seeking to support the development of 100MW of hydro
from small hydropower projects of up to 20MW each. At
In 2019, the industry operated under the weight of partly the close of 2019, bids had been pre-qualified and feasibility
drought-induced distress resulting in energy unavailability study rights issued.
for the majority of consumers across most customer
categories due to stringent load management measures.
While the mines were not affected by load management Through the World Bank-supported Scaling Solar
actions, the impact did not escape them due to cross linkages programme, two solar PV projects have been developed.
across various sectors of the national economy. The energy Both are located in Lusaka (Lusaka South Multi-Facility
insufficiency resulted from sub-optimal generation at the Economic Zone) and came on board in 2019. Bangweulu,
country’s main hydropower plants on account of low water the country’s first large-scale solar plant and developed
levels in the reservoirs, particularly the Kariba Dam, where by Neoen/First Solar, is operational since March 2019 and
the water reportedly fell to its lowest in 23 years. producing 54MW of solar power. The other is Enel Green
Power’s Ngonye Solar PV plant with an output of 34MW,
which was commissioned in May 2019.
There also emerged, especially in the latter part of the year,
uncertainty as to the future of the power supply contract The major participants in the sector remained ZESCO, CEC,
between CEC and ZESCO, which is due to expire at the end Maamba, Ndola Energy, Lunsemfwa and Itezhi-Tezhi, joined
of March 2020, and what changes or effect, if any, that would by the new entrants Bangweulu and Ngonye.
have on the power supply situation on the Copperbelt.
HSE SUSTAINABILITY
Occupational Health and Safety Environment
Every industry presents different kinds of safety and health Preserving our environment means more than just treading
hazards to employees and others within the vicinity of lightly to avoid causing damage. It means being aware of
its operations. In our business, the common hazard risks how our business influences our natural surroundings.
include electrocution, explosions, fire, shocks, burns and We see our natural capital as forming the basis for our
falling from heights sustainability agenda. Our license to operate at many touch
points converge at and stem from our natural capital – from
As a Company, we recognize that safety failures affect not employing renewable energy sources, mitigating non-
only our bottom line but also the morale of the staff and our renewable source impact, innovation and proactivity in
ability to attract and retain talent, and can cause damage the manner we manage our environment, adhering to the
to our reputation and productivity. We cannot possibly legal and regulatory requirements to acquiring the relevant
economically quantify the loss of life or limb or disfigurement licenses and permits, and investing in the environmental
arising from occupational safety failure. education of communities.
For these reasons, we have in place a safety strategy based Preventing pollution and protecting the environment
on six principles, all of which contribute to our vision of no
harm and no occupational ill health: We continue to take initiatives aimed at preventing and
protecting the environment. These include regeneration
• Leadership commitment of transformer oil using our oil regeneration facility,
• Risk assessment, control and management containment of oil spills through bunding of transformers,
waste recycling of plastic water bottles and paper. We work
• Provision of safe plant and systems of work with local recycling companies to keep materials in use for as
long as possible and reduce the burden on the environment
• Competence, training and awareness of both disposal and creation of new items. We are fully
• Compliance to legal and other requirements committed to our participation in the circular economy,
which we believe aids in reduced pollution and increased
• Implementation of best practices climate resilience.
Implementing our strategy, we attained 6.451 million man- Mitigating and adapting to climate change
hours without a system based lost-time injury in 2019. The
Company was free from fatalities and reportable incidents We continue to undertake initiatives aimed at mitigating
throughout the year. RTIs were an area of grave concern and adapting to the adverse effects of climate change.
in the year preceding but we are pleased to report an These include replacement of incandescent bulbs with solar
improvement by two from the six incidents recorded in the lighting at our substations for security lighting, phasing out
comparable period. ozone depleting substances from our air conditioning units
and planting trees to mitigate the effects of deforestation
We continue pursuing various initiatives to foster even further on the environment. Since 2018, we have removed and
improvement. These include developing management replaced more than 20% of air conditioning units with ozone
systems in accordance with ISO standards, enhancement of depleting refrigerant from our workspaces. A total of 400
our occupational health programme and implementation of units will be replaced in a phased programme over a few
our safety culture improvement programme. years.
Our expectation is that when these programmes are fully Our operations are spread over an area that ranks high in
executed, we should have ingrained across the business the deforestation in countrywide. Understanding the correlation
understanding that we save money and life through well- between biodiversity and climate, and the effect and impact of
maintained occupational safety and health practice. It also depleting forests and vegetation on energy sustainability, we
gives an opportunity for every employee to contribute ideas have over the years initiated and implemented reforestation
that would make the Company an even safer workplace. and biodiversity regeneration actions. In 2019, we partnered
with the Department of Forestry to regenerate river sources
and reforest depleted areas. The programme will run for five
years and involves restoration of degraded river sources
and forestry reserves, afforestation of water catchment
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 47
Environmental education
Outlook
The Company’s wealth of human capital – the sum-total of employees were found to focus on the success of change.
our employees’ tacit knowledge, competences, behaviours, Hence, the prospects of successfully implementing
creativity, health and interactions is paramount to the change within the Company were found to be high. The
delivery of the Company’s sustained success. We leverage survey results also identified areas of opportunity for the
our human capital in achieving the Company’s strategic business to seize upon; including that change must be
objectives and cultivating a high-performance culture. We more competently planned and controlled. Management
believe that investing adequately in our biggest asset shows is committed to objectively consider all the concerns
up in our bottom line and that human capital management about change from employees, provide regular updates
goes beyond the numbers. and recognize all efforts made in the change endeavour;
Corporate Level Risks and Strategic Objectives iii. Following the implementation of enhanced headcount
management, headcount declined from 390 to 387
Going into 2019, the business faced business continuity at the end of 2019, despite the increased volume of
risks largely on account of the imminent expiry of our anchor business operations in the Company during the relevant
commercial contract and impending legislation perceived to period; and
be detrimental to our business model.
iv. A well-considered plan for the implementation of the
Expectedly, these risks engendered considerable uncertainty new Employment Code was prepared to reduce the
amongst employees and a requirement for change financial impact of the changes while fully complying
preparation and expectation management. A number of with the applicable provisions.
human capital initiatives were implemented to address the
uncertainty and ensure sustained business performance
from a people perspective; including the containment of Cultivating a high-performance organisation
expenditure. These initiatives are discussed below.
In managing the sustainability of our human capital for high
i. Employee townhall meetings were held and provided performance, we rely on three main pillars – leadership talent
a channel for management to communicate pertinent development, talent pipeline and high-performance culture.
information related to developments in the business and
sector, and the Company’s performance; Leadership talent development aims to enhance leadership
and supervisory effectiveness and to mitigate any risks
ii. A change readiness survey was undertaken to identify that may be associated with succession and the readiness
the areas of strength and opportunity with respect to to lead. The talent pipeline works to ensure the Company
change management practices in the Company. The has a ready pool of talent with the requisite qualities to
results of the survey were largely positive; indicating that gain and maintain their employment in the business. High-
change objectives are generally clearly communicated performance culture seeks to enhance performance at
and that managers adequately drive and influence individual, unit and organisation levels.
change. Results also showed that resources were well
aligned to change implementation and that there exists
effective managerial support to employees during
change. Alongside effective cross-functional support
and information sharing during change, individual
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 49
Further to the development of a Leader Profile, Leadership We recognise the pivotal role that recognition programmes
Talent Development Procedure and Leadership Talent and initiatives play in reinforcing behaviours that support
Development Framework in 2018, we re-launched the and further our Company’s mission, goals and values.
Employee Value Proposition (EVP) in 2019. The EVP is largely Therefore, in addition to complying with the applicable
activated through leadership. We also prepared a leadership labour legislation, the Company has determined, as part of
investment and retention matrix to inform leadership our Recognition Policy, to acknowledge employees whose
talent decision-making going into 2020 and beyond. The exemplary performance and achievements contribute
investment matrix is a segmentation of individual managers towards creating a conducive work environment and
based on their performance and learning agility or potential achieving the Company’s objectives and goals. Labour
so that appropriate development strategies can be adopted Day certificates and financial tokens were awarded to 23
for individuals in each segment. The retention matrix employees for excelling in five award categories.
segments individual managers based on their retention
priority and motivation so that individuals at risk are Values, Recognition & Development KPIs in Manager
Employee Wellness
Shop-floor Meetings
Two meetings were held with employees in the non-managerial categories to discuss their areas of concern and obtain their
suggestions for improvement. A remediation action plan was, thereafter, prepared and is already being rolled out. Progress
reports will be communicated on a monthly basis.
Employee Survey
Our employee survey is aimed at collecting information to help us understand the strengths in the workplace. It also sheds light
on areas needing improvement so as to inform efforts to improve the quality of work life within the Company. Results from the
2019 employee survey show that the Company improved its cultural environment, borne out by improved performance in the
areas of HSE at 95% (2018: 89%), overall employee motivation/engagement at 76% (2018: 80%) and corporate values, 77%
(2018: 69%). Communication and information sharing measured 77% from 70% in 2018 while employee value proposition
was at 60%, up 7% from the previous year. Gender sensitivity saw a huge jump from 48% (2018) to 64%. The results
pointed to opportunities for improvement in development, with a 35% score against 31% the preceding year, recognition
and remuneration equity which came in at 46% and 42% respectively (43% and 31% in 2018). Initiatives to improve in these
lagging areas will be rolled out during 2020.
The dashboard below indicates the Company’s performance for 2017, 2018 and 2019 in respect of the three pillars discussed
above.
The dashboard below indicates the Company’s performance for 2019 in respect of general talent management and employee
relations indicators.
Overall, our human capital sustainability actions are designed and intended to enhance the contribution of human capital to
the Company’s bottom line and sustainably into the future.
These actions set the stage for various human capital activations during 2020. Development plans will enable focused career
development for individual employees and to meet the Company’s strategic needs. Actions will also be put in place to mitigate
other talent related risks in order to ringfence the Company’s talent and enhance succession readiness. The results of the
change readiness survey will inform enhanced change management within the Company and improve the performance of
new initiatives. During 2020, more focus will be placed on behavioural aspects of performance in order to enhance the cultural
operating system of the Company. Additional focus will be placed on employee health and safety/wellness to comply with the
requirements of the new Employment Code Act and to foster a healthy and productive workforce.
Y
E
Recognise efforts, living corporate Fairness, legal compliance, Recognised international employer
values, responsibility and non-discriminatory practices, brand and robust Health, Safety
ownership. equal opportunities, ethics. and Environment (HSE) systems.
52 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
During the year, we engaged with various of our stakeholder Customers Bilateral meetings
groups including government ministries, departments and Site visitations
agencies, regulatory bodies, customers, employees, the Industry associations
board, shareholders and investors, suppliers and other
business partners, business associations, financial lenders, Business Meetings
associations Events participation (trade shows,
the media and communities.
conferences, etc)
Material matters engaged over ranged from business Involvement in actions/initiatives/
strategy, the protection and sustenance of commercial processes
interests for the business, its customers and business
partners; quality of service and customer satisfaction; Government Meetings
supplier adherence to the Company’s sourcing rules/terms; Plant site visitations
meeting of regulator requirements; continued business Presentations
viability in the face of an uncertain commercial environment; Causes participation and support
community to workplace safety, among others. (provincial expositions, etc)
Collaboration on community
The Company hosted legislators and cabinet ministers support initiatives/actions
enabling them to experience, first-hand, its operations and Policy formulation involvement
appreciate its infrastructure and investments. We continued
to participate in the legislative process, particularly the bills Regulators Submission of statutory/legal
to amend the Electricity Act and the Energy Regulation requirements
Act which went before the national assembly, as well as Participation in processes (CoSS,
industry legislation, etc)
any policy formulation efforts as given an opportunity. We
participated in the CoSS process being spearheaded by the
Lenders 1:1 meetings
sector regulator, the ERB. Once completed, the expectation
Networking
is that the study outcomes will inform the future migration
Financial results publication
path of electricity user tariffs in the country.
In addition to face to face engagements, the Company iii. Medical equipment and supplies
recognises and has adapted to the changing way that
Medical infrastructure, equipment and supplies are among
people are communicating. CEC is active in the digital and
the most needed facilities in our country. Where hospitals or
online space, using the website and social media platforms
clinics exist, they are usually under-equipped thus hindering
to engage with an ever-increasing public. The size of our
certain treatment where it’s reliant on the availability of
online community rose 38% over 2018 (45,524) to just over
particular equipment and supplies. In our contribution
63,000, achieved under a period of lower corporate activity
to the improvement of Zambia’s health sector towards
compared with 2018 and lower boosting budgets. Stand
the attainment of universal healthcare, the Company
out performance parameters were the growth in LinkedIn
has partnered with the Esther Lungu Foundation Trust to
followers and email subscribers. Our email open rate at 31%
source medical supplies and equipment for resourcing
despite recording a decline (2018: 38%) was impressive
of local medical institutions with partiality towards rural
and higher than the global standard among comparable
facilities. We sourced one 40-foot container from the U.S.
companies (According to African Financials); meaning that
charity, Project C.U.R.E in 2019 packed with various items
almost one in every three emails sent is opened.
ranging from beds to stethoscopes. The supplies and
Social investment equipment were valued at more than USD0.5 million. CEC
sponsored the container, enabling its shipping from the
A cross-functional CSR Committee runs with the day to day
U.S. to Zambia, at about USD0.03 million. In collaboration
matters related to the Company’s execution of its social
with Zambia’s First Lady, distribution of the equipment
investment strategy. In 2019, we focused on education and
and supplies has been made to 5 facilities so far in Lusaka
health.
(Kasisi Mission and Orphanage and Kasisi Health Centre)
i. Wukwashi Wa Nzambi and three (Nyampande, Kalindawalo and Mumbi) rural
health centres located in Petauke in Eastern Province. The
A project we commenced in 2018, this centre for physically closest of these to the administrative centre is 13km while
and mentally disabled children was completed and handed the farthest is 45km away. Challenges still remain with
over in June 2019. We added to the centre’s infrastructure respect to equipping and staffing these centres to bring
by erecting additional classrooms, a physiotherapy room, them to a state where they can provide quality health care,
an administration block and ablution facilities. Some including maternal, to residents.
existing classrooms were completed off and improved. The
Company also put up a water reticulation system complete iv. Power Dynamos Football Club
with a borehole, tank stand and tank. This upgrade has
Football is the Company’s perennial investment in sports
enabled the centre to enrol more children. As well, our
development. The team struggled with performance
having brought it to the attention of the First Lady of the
consistency throughout much of the year, necessitating
Republic of Zambia, Mrs. Esther Lungu, who officiated the
changing of the technical guard, but appeared to have
handover, has raised the centre’s profile and helped them
found their footing at the tail-end of the year. Young Power
attract additional funding and support. The First Lady
Dynamos, the Club’s two-tier academy, continued to groom
herself, through her charitable foundation, returned to the
and nurture young talent from surrounding communities
centre with more donations a few months after the launch.
and remains a talent hub to about 80 young people. Tier
Total expenditure on the project was USD0.1 million.
one of the academy, which plays competitive football in
ii. Muchinshi Secondary School the Copperbelt Division One, ended the year in the top
four of the league table; having competed favourably with
Another project we first reported on in 2018, the school is former premier league teams. The Club was generally
located on the outskirts of Chingola town in the Copperbelt compliant with the Club Licencing requirements in the
and serves three districts. The Company undertook to five key parameters, namely; infrastructure, financial,
construct a 90-bed space dormitory and associated administration, legal and sporting. USD1.6 million was given
infrastructure such as a water reticulation system. The to the club in annual grant funding.
semi-detached dormitory, each with 45-bed capacity,
incorporates ablution facilities, a common room and v. Innovation Hub
laundry room. The project was motivated by a total absence
The central thrust of our participation in the Copperbelt
of lodging facilities within the school, entailing that learners
Investment Expo (CIEX) was a showcase of innovation
seek accommodation in the surrounding community – a
and forward-thinking by especially young Zambians. CEC
situation not supportive of both the safety and protection
originated and executed the Innovation Hub and gave
of the young people, especially girls. The objective of this
space to more than 10 innovators who included the top
investment is to supplement state provision of public
two country’s two public universities, both faculty and
education facilities to our young and to ensure that those
students, and exciting commercial start-ups. The value
facilities are liveable, and that the learners are in a safe
was in the exposure and the chance to showcase to such
environment. Total project expenditure was USD0.2 million.
a large audience, who included the Republican President
and cabinet ministers. Most of all, the exposure enabled
linkages to other organisations with use for the products
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 55
Forecast
COMMERCIAL SUSTAINABILITY
Our commercial sustainability meshes our various capital inputs and aspires for a balanced output in terms of value created,
ensuring that our commercial strategy propositions economic benefits and profitability as essential resources to delivering
that balance.
In our regulated business, infrastructure and energy availability planning is an important function necessary for meeting our
customers’ needs and is the main driver of our activities. The power supply situation during the review period was characterized
by low dam levels at Kariba, the country’s main electricity generating reservoir, following the partial drought experienced in the
2018/19 rain season and which translated into reduced energy availability at national level. We managed to buy all our energy
requirements for our local mining customers from ZESCO as provided for under the BSA.
The total energy import into our network reduced by 12% to 4,594GWh from 5,221 GWh in 2018. The total energy import
comprised 3,206GWh purchased for the mines and 1,388GWh wheeled for ZESCO under the domestic wheeling segment of
the business as provided for in the BSA.
Sales to our customers totaled 3,137GWh. The difference between the energy imported into the network and the energy sold
to the mines was mainly resultant of inherent network losses in the power system and, to a limited extent, the portion used for
our own operational requirements.
321
310 312 316 314
309 308
Mine Energy - Sales
2019
3,137
2018
3,676
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC TOTALS
Average customer demand reduced from 477MW in 2018 to 427MW in 2019 and the system load factor dropped to 78% in
2019 from 86% in 2018, representative of reduced network utilization due to various operational challenges experienced by
some of our mining customers.
475 476
473 473 475
471
464
444 445 442 442
439 415
410 407 403
401 401
2018
MW
2017
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 57
Domestic wheeling
CEC carries out domestic wheeling, which is the transportation of power on behalf of other entities, within the country.
The largest portion of this business is on behalf of ZESCO on the Copperbelt Province. This involves the transportation of
power from the main points of interconnection between the ZESCO and CEC high voltage networks at the Kitwe and Luano
substations to the various medium voltage CEC-ZESCO substations across the Copperbelt.
Frontier Mine, located in the DRC about 500 meters from the Zambian border, is connected only to the CEC power network.
Therefore, all its power requirements are wheeled through our network.
350
Domestic Wheeling
300
250
FRONTIER
200
MW
MINE
ZESCO
150
100
50
-
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
The average demand wheeled for ZESCO was 226MW in 2019, representing a 9% decrease compared to 248MW the previous
year. The reduction was mainly seen in the second half of the year due to load shedding by ZESCO, of its customers, in response
300
268 265 262 265 265
257 254 259 259 254 258 251
250 243 235 240 232 235 241
224
215
203
190
MW
200
167
153
150
100 2019
50 2018
-
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
The average power wheeled for Frontier Mine in 2019 was 34MW representing a marginal decrease from 35MW in 2018. The
power requirements at Frontier remained relatively unchanged due to the mine’s stable operations.
Wheeling - Frontier Mine
35 35 35 36 35 35 34 35 35 34 35 34 35 35 36 36 36
33 33 33 34 33
32 31 32
30 2019
MW
25 2018
20
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
58 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
Power trading
We increased our energy sales into the DRC by 45% to 744GWh from 511GWh in 2018. This was on account of signing a
new customer while some of our existing customers increased their demand. The volatility around the transmission path
availability, which we reported on in the prior year, continued into 2019 mainly from the Zambian networks. These technical
and commercial constraints in transmission path negatively affected our capacity to supply our customers’ requirements for
certain periods. Nonetheless, we mitigated the impact by securing alternative transmission path where applicable.
70 72 71 MONTHLY
70
65 68 2019
61 63 63
60
DRC Sales
56 57 2018
54
47
GWH
46 45 42
43 41
39 39 36
32 2019
744
16
2018
511
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC TOTALS
Demand distribution
CEC supplies power to most of the copper mining companies in Zambia, with KCM and MCM being our largest customers.
Our customer portfolio includes CNMC-CLM, NFCA, Chambishi Metals, Lubambe, Chibuluma, CCM, China Civils and Yong Jia
Resources.
Load forecasting
Macrolink Resources.
300
2019A 2020F 2021F 2022F 2023F 2024F
At the core of our strategy, we aim to secure power
from sources and generation projects that will deliver HIGH CASE BASE CASE LOW CASE
GET FiT Zambia Solar UPEPO secured USD1.25m USTDA grant funding in July
2019, to help produce a feasibility study to determine
In April 2019, the Company in partnership with InnoVent bankable energy production projections from on-site wind
SAS from France, was awarded two solar photovoltaic PV and solar resources. The feasibility study will also determine
projects of 20MW each in a highly competitive international an optimal combination of wind and solar generation
tender under the GET FiT Zambia Solar programme. combined with the latest battery storage technology to
The selected bidders are expected to develop, finance, meet CEC’s potential power supply requirements. The
construct, operate and maintain the power projects under feasibility study is in progress and is expected to be
a 25-year power purchase agreement with the national completed in March 2021.
utility, ZESCO, as the off-taker. CEC was the only Zambian
company in the awarded consortia, demonstrating the CEC will consider options including off-taking the power as
Company’s commitment and abilities to forge world class well as taking an equity stake in the project.
partnerships and compete successfully at the highest level.
Power quality
As power transformers and circuit breakers form critical components of our network assets, we have taken deliberate steps
to develop strategies to ensure their health, which in turn assures reliability and quality of supply. For transformers, we taken a
two-pronged approach comprising replacement of older units with new and larger capacity as well as adopting life extension
strategies. This approach has yielded positive results as seen in Figure 1 where, by end of 2019 only one transformer was in
the category of Extensive Wear-out and none in End of Life. The ultimate objective of this strategy is to ensure that all power
transformers on our network are in the Healthy and Moderate categories.
160
140
Transformer Replacements and Life
120
100
Extension Strategies
80
60
40
20
-
HEALTHY MODERATE EXTENSIVE END OF LIFE
2017 118 59 3 1
2018 118 58 3 1
2019 128 56 1 0
2020 142 43 0 0
2021 156 29 0 0
2022 170 15 0 0
We also have a large number of 66kV oil circuit breakers (OCBs) on the system. Although these units are quite reliable, there
is a threat of technological obsolescence accompanied by a scarcity of spare parts, and also environmental concerns. With
the support of the Board, we have adopted a long-term strategy to aggressively increase the rate of replacement with more
modern environmentally friendly technologies, as depicted in Figure 2.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 61
300
Replacement Plan
239
250 219
199
179
No. OCBs
200 159
139
150 119
99
100 79
59
39
50 19
-
2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
Year
These and other asset management strategies and those for other assets such as transmission lines are at various stages of
implementation and have resulted in network performance that either meets or exceeds most regulatory key performance
indicators as shown in Figures 3(a), 3(b) and 4 below.
Figure 3(a)
Systems less than or equal to 66kV
100
2019 Network Availability (NA) -
95
90
85
75
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
NA
Actual 99.52 99.60 99.29 98.89 99.54 98.82 99.70 99.52 99.44 99.23 99.26 99.11
(%)
KPI
Target 85.00 85.00 85.00 85.00 85.00 85.00 85.00 85.00 85.00 85.00 85.00 85.00
(%)
Figure 3(b)
100
99
2019 Network Availability (NA) -
98
Systems greater than 66kV
97
96
95
94
93
92
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
NA
Actual 99.91 99.79 99.84 98.66 99.02 98.53 97.03 97.69 97.90 99.42 99.31 99.83
(%)
KPI
Target 95.00 95.00 95.00 95.00 95.00 95.00 95.00 95.00 95.00 95.00 95.00 95.00
(%)
62 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
A higher network availability to our N-1 network design also results in less system losses and the trend for 2019 (Figure 4)
shows a performance well above target.
Figure 4
6
2019 Transmission & Distribution
5
4
3
System Losses
2
1
-
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
Actual
Losses 1.63 1.40 1.73 2.63 1.43 2.02 2.48 1.81 2.21 2.81 2.24 1.72
(%)
KPI
Target 5 5 5 5 5 5 5 5 5 5 5 5
(%)
Figure 5
110.00
100.00
GTA Plant Availability
90.00
80.00
70.00
60.00
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
2018 99.30 99.40 99.50 99.00 99.90 97.00 99.60 94.40 88.50 82.70 79.40 82.20
2019 83.10 80.50 83.30 82.96 83.24 81.44 86.41 99.60 95.72 86.41 99.60 100.00
Target 90.00 90.00 90.00 90.00 90.00 90.00 90.00 90.00 90.00 90.00 90.00 90.00
Apart from stabilizing the network during system vintage as GTA Number 2. The restoration of GTA Number
disturbances and improving the quality of power supply, 2 allowed us to resume other scheduled works on the rest of
the identified device is expected to also help facilitate the GTA fleet, which had been suspended in order to avoid
full utilization of the existing firm transmission capacity further diminishing of available emergency power for our
of 500MW on the Zambia – DRC (CEC – SNEL) 220kV customers. The scheduled works include major component
interconnector for our international power trading business upgrades as well as maintenance works. These scheduled
segment as well as international wheeling transactions works explain the dip in overall plant availability in the
for the SAPP utilities. The transfer capacity of the months of September and October 2019 as shown in Figure
interconnector is currently set to a limit of 210MW in order 5 below.
Communications network safety, security and digitization connectivity - to allow the business have clear, real-time
visibility of the system’s performance, while maintaining
security on the industrial network by clearly segmentating
Artificial Intelligence at the Security Operations Centre
the business network from the operations network.
We remain cognisant of the ever-increasing cyberattack
• Enhanced system availability and redundant architecture
surface and the consequent risk it poses to the Company’s
to allow for continuity of operations in the midst of
operations. The primary purpose of the recently built
system failures.
Security Operations Centre (SOC) is to provide detection
and reaction services to cybersecurity incidents, by using a The new SCADA system will play a critical role in
combination of people, processes and technology. strengthening CEC’s capability to focus on improving
system monitoring, customer service and enhanced
The CEC SOC has more recently adopted a more proactive
operational efficiency.
and self-learning cyber-defense strategy, by leveraging on
an artificial intelligence (AI) powered security solution that Digital transformation and enterprise technology
detects cyber threats and responds accordingly, all this
Even though it is still early in our journey towards digital
autonomously. We can confidently state that our system is
transformation, the evidence of benefit is trickling in. The
now better protected from threats of attacks.
projected benefits of leveraging digital technology include a
SCADA/EMS system upgrade and network segmentation reduction in costs and time of data processing consolidated
operations by streamlining workflow and eliminating
SCADA and Energy Management System (EMS) software
overheads associated with outdated solutions. Also, data
is rapidly advancing, making upgrades an often necessity.
analytics are provided to the system in actionable formats
The need to upgrade the SCADA system was inevitable
and improved silos allow us to increase efficiencies and
primarily because the previous system had reached its end
impact. We have also seen increased agility and innovation
of Life. In addition to eliminating antiquated features, the
by eliminating the dependence on legacy IT systems.
upgrade of the SCADA system from BECOS32 to Network
Manager has included the following: This journey will require a complete overhaul of the CEC
culture, making sure that our enterprise technology is ready
• Upgraded the security of the EMS by adopting upgraded
for the digital age. We are certain that the journey we are
communications protocols and tightening the remote
on will foster collaboration between the different business
access capabilities of the system.
units in ways never experienced before as is evidenced in
• added functionality for forecasting energy demands. the use of certain applications, chiefly Microsoft Teams.
Total SCADA Assets 42 Total SDH Assets 125 Total PABX Assets 10
Total Working Days 365 Total Working Days 365 Total Working Days 365
Total Working Hours 8760 Total Working Hours 8760 Total Working Hours 8760
TOTAL 20,997,998
SPECIALS 4,808,630
OTHERS 112,730
OTHERS TRANSPORT,
PROT & METERING 1% GARAGE
9% 5%
SPECIALS
23%
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 67
4. GOVERNANCE
& LEADERSHIP
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 69
70 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
• Ensure that management develops sound business strategies and oversee management performance relating to
on-going operations;
• Review and, as appropriate, approve and evaluate financial and internal controls;
• Ensure that the Company’s business is conducted to the highest standards of ethical practice and behavior in
conformity with applicable Company policies, laws and regulations;
• Evaluate and approve appropriate compensation for the Company’s senior management staff;
• Approve and oversee the annual budget of the Company;
• Evaluate the attractiveness of and recommend the payment of dividends;
• Develop, support and modify Company policies as needed;
• Oversee share purchase programmes;
• Approve, for recommendation to the shareholders, the Company’s financial statements; and
• Promote the mission and vision of the Company and its objections for the benefit and best interest of all and
stakeholders.
As at 31 December 2019, the Board comprised 12 members, made up of a combination of executive, non-executive and
independent directors.
The Board is legally charged with the responsibility to govern the Company in accordance with the rules and regulations under
the Company’s governing constitutive documents and statutory prescriptions. The Board is the highest governing authority
within the Company’s corporate structure.
The Company is listed on the LuSE and complies with the Listing Regulations that include the LuSE Corporate Code of
Governance. The LuSE Code provides best practices of corporate governance in line with international standards and
principles. The Securities Act and the Listing Regulations prescribe the compliance disclosures requirements on material
issues subject to which the Company has, during the review year, made disclosures and provided information related to the
business and developments to its stakeholders, through SENS and mass media.
The Company believes that the Board needs to have an appropriate mix of executive, non-executive and independent directors
to maintain independence and separation of functions of governance and management.
Article 14.1 of the Articles of Association of the Company state that the Board should be constituted of not more than 12
directors. Currently, the Board is composed of two independent non-executive directors, nine non-independent non-
executive directors and one executive director. A seat on the Board is held among the 12 directors, by the Special Shareholder
Representative, who represents the Government of the Republic of Zambia.
Appointments to the Board are made in accordance with the Articles of Association of the Company. Article 14.2 of the
Articles of Association, states that a shareholder holding 10% of the issued shares in the nominal value of the share capital
of the Company shall have the exclusive right to appoint, remove or replace a director. This is referred to in the Articles as the
‘Qualifying Threshold’.
The Articles prescribe that [a] shareholder(s) who holds less than 10% of the nominal value of the shareholding of the Company
can exercise the right to appoint a director to the Board by aggregating his, her or its own shares with those held by others to
meet the stated Qualifying Threshold.
If a shareholder or group of aggregated shareholders cease(s) to hold shares equal to the Qualifying Threshold, the Articles
require that such shareholder(s) should procure the removal of the appointed director from the Board. Where that the
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 71
shareholder(s) neglect(s) or fails to remove such director, the Board will apply the relevant provisions under the Companies
Act, to have the director removed from the Board.
Where a vacancy arises on the Board as a consequence of the shareholders failing to meet the Qualifying Threshold to fill the
vacancy, the Board may under Article 14.4 recommend [a] nominee(s) as the case may be, for appointment as a director at the
AGM of the Company provided, however, that in taking that action the number of Directors on the Board shall not exceed the
prescribed 12 seats. Directors appointed through recommendation of the Board are subject to an assessment and selection
process undertaken by the Nominations Committee and submitted to the Board for consideration before recommendations
are made to the shareholders at the AGM.
Mr. London Mwafulilwa and Dr. Patrick Nkanza were reappointed as independent non-executive directors at the AGM held on
29 March 2019.
On 13 December 2019, Mr. Trevor Kaunda, the Permanent Secretary in the Ministry of Energy replaced Brigadier-General
Emeldah Chola, following her retirement as Special Shareholder Representative on the Board. The Board thanks Brigadier-
General Chola for her role and contributions to the Board during her tenure as director. There were no other Board changes
during the year.
The Chairman is the leader of the board. He is responsible for fostering and promoting the integrity of the board while nurturing
a culture where the board works harmoniously for the long-term benefit of the Company and its stakeholders. The Chairman
is primarily responsible for ensuring that the board provides effective governance to the Company. In so doing, the Chairman
presides over meetings of the board, the Nominations Committee and shareholder meetings of the Company. The Chairman
takes the lead in role in managing the board and facilitating effective communication among the Directors. He oversees
matters relating to governance and the effectiveness of the board and its committees, and the performance of directors in
fulfilling their responsibilities. The Chairman is required to provide independent leadership to the board, identify guidelines for
the general conduct and performance of the board and oversee the Board’s administrative activities as applicable.
He chairs the Nominations Committee, which plans and reviews the composition of the board committees from time to time
and ensures that there is the required mixture of skills, experience, demographics and diversity on these committees. The
Nominations Committee also evaluates suitable candidates for appointment of as non-executive directors on the board, for
recommendation and appointment by shareholders at the AGM, where a vacancy (or vacancies) arise(s) in the number of
board members and remains unfilled.
Role of the Board of Directors: key Board qualifications, expertise and attributes
The board of CEC comprises qualified members who bring in the relevant skills, competence and expertise required for them
to make effective contribution to the board and its Committees. The Directors are committed to ensuring that the board
follows the regulatory standards of corporate governance.
Directors are always expected to act ethically and acknowledge their adherence to all applicable Company policies including,
but not limited to, any rules and guidelines that may be in place from time to time. Directors are expected to avoid any action,
position or interest that conflicts with an interest of the Company or creates the appearance of a conflict. In this regard, the
Company annually solicits information from its Directors in order to monitor potential conflicts of interest. In the event of any
actual or potential conflict of interest, the Director must promptly inform the board through communication to the Chairman
and the Company Secretary or communicate collectively to the directors, the conflict of interest, and are required to recuse
themselves from any discussion or decision affecting their personal, business or professional interests. This disclosure can be
made at meetings of the board or outside meeting times.
The wide powers given to the Directors to act on behalf of the Company means they are responsible for the arrangements
relating to the fulfilment of the Company’s statutory duties. Directors will, therefore, be held liable to serious penalties should
the Company fail in its statutory obligations in matters related to wrongful trading, insolvency actions or fraud occasioned by
the Company. In this regard, Directors are required to act with due diligence, skill and care.
72 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
Directors look after the affairs of the Company and are in a position of trust. Consequently, the law imposes duties and
responsibilities upon the Directors to act with integrity and in a transparent manner in carrying out their duties in their office
as Directors of the Company. It is important that in the fulfilment of their functions, Directors act in good faith and in the best
interest of the Company.
An Induction Programme is established for new Directors to facilitate their understanding of the Company and the environment
it operates. The programme provides the Directors with an overview of the Company’s operations, commercial and financial
structure, relevant history of the organisation, its vision and mission, current and future project development, legal, regulatory
and governance aspects, the principal corporate and organisational structures and the Company’s main business issues
at the time. A Director undergoing induction is acquainted with board procedures and the obligations, roles and duties of
directors prescribed under the Companies Act and at law generally and the constitutional framework of the Company. At
the induction session, which is conducted by the senior management of the Company, the new Director is provided with the
Company’s Board Manual; which includes the Company’s key policies, the Board Charter, the Articles of Association and other
relevant information.
The Company facilities, from time to time, the continued professional development of its directors on matters of board/
corporate governance and in other areas relevant to their functions and roles as Directors. In addition, Directors are involved
as may be required in various engagements including strategic meetings, corporate social responsibility programmes,
business forums, workshops, local and international shows and expos and interactive sessions with major stakeholders of the
Company, as the case maybe.
The board and management take dedicated time together to reflect, think and plan, at the annual strategy retreat, away
from routine meetings which do not provide sufficient opportunity for focus and engagement in strategic discussion and
fresh thinking owing to their set agenda and restricted periods. At the annual strategy session, the board and management
deliberate on issues related the Company’s key strategies at the material time as may relate to strategic initiatives, assessment
and realignment of the business risks, evaluation of short and long term business objectives, Company prospects and reports
on the various ongoing and new projects. The strategic sessions serve the purpose of providing a platform for board members
to bring their knowledge, experience and skill to the business, while providing an opportunity for them to understand various
aspects of the Company’s strategic objectives as they emanant from the various functional and cross functional management
teams. It further provides for synergy of purpose for the Company between the board and management.
The 2019 board and management strategy session was held on 10 December 2019.
Board compensation
The Company has a Board Remuneration Policy which provides for board compensation. Quarterly fees are paid to the
Directors at the beginning of each board quarter. Members of the board are paid sitting allowances for attendance at
meetings. Attendance may be in person or by means of video/teleconference access. Where an alternative Director attends
a meeting in the absence of the appointed Director, the sitting allowance is paid to the alternative. The Board Remuneration
Policy specifies that sitting allowances are only payable for scheduled board and committee meetings and special board or
committee meetings convened after prior approval by the Board Chairman. Board remuneration is subject to approval of the
shareholders at the AGM.
[Details of Director remuneration for the year 2019 are provided in the financial statements]
Directors are covered by the Company’s Director and Officer’s Insurance Policy, Group Accident Life Insurance Policy and
Travel and Medical Insurance Scheme. Expenses for these benefits are met by the Company.
The dates for each ensuing year’s board meetings are agreed in advance at the last board meeting of the year ending. The
board holds four scheduled meetings in February, May, August and November of each year, subject to such change as may be
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 73
required. The board meetings are held at such times and such venues as is deemed appropriate. During 2019, all scheduled
board meetings were held at CEC’s headquarters in Kitwe.
The agenda and accompanying board papers are distributed in advance to enable the Directors prepare for the meetings. The
Articles permit the directors to propose items for inclusion to the agenda.
The board meets quarterly to consider the items on the agenda, which include the quarterly results (operational and functional).
Additional meetings of the board are held if they become necessary, but these are minimal.
Committees of the board usually meet two days before the board meeting or whenever the need arises for transacting
business. The committee meetings observe the same rules of conduct and procedures as board meetings.
Board members are expected to prepare for, attend and participate in board and the applicable committee meetings.
Scheduled board meetings were held on 27 February, 28 March (preparatory meeting for the AGM), 22 May, 21 August and 13
December 2019. Special board meetings took place on 20 and 24 December 2019 to consider special business.
Directors have access to all the relevant Company related information to assist them discharge their duties and responsibilities
and to enable them make informed decisions. The Board Charter prescribes that the maintenance of the confidentiality of
board proceedings and information provided by the Company to the Directors by virtue of their board offices, is of paramount
importance.
The Board of the Company has seven committees: the Executive Committee, the Audit Committee, the Risk Committee, the
Remuneration and Employee Development Committee, the Investment Committee, the Health, Safety, Environment and Social
Committee and the Nominations Committee. All committees, save for the Nominations Committee, meet quarterly and as
may be required on ad hoc basis to attend to special business. The Nominations Committee meets only as and when required.
All committees are chaired by non-executive directors. The executive director does not, however, form part of the Audit
Committee; which is fully composed of non-executive directors. Each Committee has formal terms of reference established
by itself subject to board approval. The committees act on the mandate set out in their respective terms of reference or as may
be delegated to act, on behalf of the board, when specifically, authorised. The task of reconstituting the committees is taken
under the mandate of the Nominations Committee.
The composition of the board committees during the year 2019 and the respective segments and roles of the committees in
the board governance structure is as follows:
a. Executive Committee
The Executive Committee has delegated authority to act on behalf of the board to ensure that the decisions of the board
on strategic matters, business plans, daily business and operational issues are carried out, implemented and monitored
effectively by management.
DIRECTOR CATEGORY
• Exercise the powers and authority of the Board in directing the business and affairs of the Company between Board
meetings
• Review management reports for business and support units, and key initiatives carried out by the Company
• Evaluate political, economic and business conditions and discuss with management the strategies to ensure that any
potential impact is identified and mitigated
• Together with the Audit Committee, review the Company’s annual budget for consideration and approval by the
Board
• Review senior executive contracts expiring during a review year and make appropriate recommendations in relation
to renewals
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 75
b. Audit Committee
DIRECTOR CATEGORY
The Committee provides oversight on the effectiveness of the Company’s operational and financial reporting systems
and accuracy of information and sees that the Company’s published Financial Statements represent a true and fair
reflection of the performance. The Committee is responsible for ensuring that appropriate accounting policies, controls
and compliance procedures are in place in the Company and that compliance management and other internal control
activities are operating effectively. The Committee meets on a quarterly basis and reviews and approves the following:
• The Operating and Capital Budget, working with the Executive Committee.
The Committee further oversees the implementation of the Company’s system of internal controls to mitigate
The Committee is also responsible for approving the Company’s annual internal Audit Plans. Designed on a risk-
based assurance approach, the Committee is focused on adding value to the control environment while rendering
independent assurance to the board on the effectiveness of internal controls over operational and compliance
activities, and the adequacy of our governance system.
DIRECTOR CATEGORY
Indepenent Non-Executive
Patrick Nkanza
(Chairman)
London Mwafulilwa Independent Non-Executive
The Committee provides oversight on the effectiveness of the Company’s occupational health, safety and environmental
performance. It is responsible for ensuring that appropriate policies and strategies are in place to ensure a safe workplace
and environmental protection. The Committee:
76 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
• Monitors, on a quarterly basis, the implementation of the HSES policies and the HSES top drivers
• Monitors the implementation of the Company’s environmental and social obligations under the Lenders Environment
• Reviews any proposed initiatives by management to improve and reduce the record of road traffic accidents,
incidents or similar initiatives
d. Investments Committee
DIRECTOR CATEGORY
The Committee’s responsibility is to ensure a streamlined approach to the Company’s business growth strategy. It
undertakes the screening of projects being considered by the Company for investment and provides monitoring,
oversight and strategic direction for business development. The Committee also provides focused guidance to grow the
business through projects outside CEC’s core business.
e. Nominations Committee
DIRECTOR CATEGORY
The key role of the Committee is to assist the Board in ensuring that:
• The Directors and the Company Secretary have the appropriate composition of skills, expertise and knowledge to
execute their duties effectively
• The Directors and the Company Secretary are appointed through the formal processes set out in the Company’s
Articles of Association
• There is induction of new directors and training and development of the Directors on an ongoing basis
• Undertaking the review and selection of candidates for appointment in the role of independent Directors for
consideration by the board and appointment by the shareholders at the AGM.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 77
DIRECTOR CATEGORY
The Remuneration and Employee Development Committee provides oversight on the development of human resources
strategy, policies and budgets; ensuring that such strategies and policies are aligned with overall corporate strategy,
policies and priorities and enhance human capital contribution towards the Company’s sustainable performance. The
Committee monitors human capital performance and advises remediation required or opportunities for consideration.
It grants mandate to management, subject to board consideration and approval, in respect of the yearly Collective
Bargaining Agreement process.
g. Risk Committee
DIRECTOR CATEGORY
The Committee continued with its oversight responsibility of ensuring that risk management is at the core of operating
• Monitoring of the identified and key risks facing the Company and how the same were being managed/controlled
and/or mitigated to minimise the potential adverse impact on the Company’s business activities
• Supporting management’s strategic initiatives aimed at improving and sustaining the Company’s financial
performance
• Ensuring that operations, business and liquidity related risks are adequately managed, given the underlying
challenges relating to the yearly operating environment
78 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
Experience:
London is a seasoned mechanical engineer and
entrepreneur. He is a registered engineer and fellow of
the Engineering Institution of Zambia and is currently
the principal shareholder and team leader of Shawonga
Enterprises Limited, a technical procurement and
engineering company, and ZINPRO, an engineering
procurement construction management company,
which he chairs. He is also a member of several other
boards. He has wide experience in the mining sector;
obtained through his business involvements. He is the
current Chairman of the CEC Board and chairs the
Nominations Committee. He also sits on the Executive
and the Health, Safety, Environment and Social
Committees.
Experience:
Reynolds is an engineer and has extensive experience
in technical management and serves in a technical
advisory role on several statutory boards. He is a
fellow of the Engineering Institution of Zambia and
a member of the Institute of Directors of Zambia. He
chairs the Executive Committee and the Investment
Committee and also sits on the Audit Committee. He
was appointed Vice Chairman of the Board in August
2018.
Experience:
Ronald is a founding Partner and Head of sub-Saharan
Africa at Affirma Capital. Prior to Affirma Capital,
he was Managing Director and Head of Africa for
Standard Chartered Private Equity’s (“SCPE”) Africa
division which was established in 2008. Affirma
Capital, a newly formed, independent emerging
market private equity firm owned and operated by
the long-standing former senior leadership of SCPE,
provides equity funding for expansions, acquisitions,
leveraged buyouts and management buyouts and
considers equity investments from USD30 million to
USD150 million in a single transaction. The Affirma
Capital Africa team has invested over USD800
million in businesses in the telecommunications,
banking, retail, manufacturing, energy, agriculture
and consumer goods sectors across the continent.
Mr. Ronald Tamale Prior to joining SCPE Africa in 2008, Ronald spent 6
Nationality: American years at Goldman Sachs in the U.S. before relocating
Qualifications: MBA (Stanford Graduate School of
Business), Bachelor of Arts, Economics (Pomona
to Africa from his role as a Senior Associate within the
College USA) U.S. investment giant’s investment banking division.
He is the Chairperson of the Risk Committee and sits
on the Executive, Nominations and Audit Committees.
Experience:
Experience:
Joe is a chartered accountant with over 40 years’ experience both
in the public and private sectors. He is an Accredited Fellow of
the Institute of Directors of Zambia and Member of the Institute
of Directors of Southern Africa. Joe is a Trainer of Trainers in
Good Corporate Governance certified by the Global Corporate
Governance Forum/International Finance Corporation. He has
served different companies in various capacities as, among
others, Financial Controller, Company Secretary, Internal
Auditor and Management Accountant. His board directorate
experience includes having served as Vice Chairman of the
Zambia Revenue Authority and Zambia Postal Services
Corporation, board member of the Zambia Privatisation Agency
and as a member of the Audit, Risk and Compliance committee
of the Zambia Airports Corporation. He has also served as
chairman of the board of directors of Laurence Paul Investment
Services Limited. Joe is a past president of the Zambia Institute
Mr. Joe Mwansa Chisanga of Chartered Accountants (ZICA) and the Chartered Institute of
Nationality: Zambian Management Accountants Zambia Branch (CIMA). He serves
Qualifications: Chartered Accountant and Chartered
Global Management Accountant as chairman of the Audit Committee and sits on the Risk and
Investment Committees.
Experience:
Mildred is the founder and managing consultant of
communications firm Cutting Edge PR. She focuses
on the ongoing sustainability of the agency, creates
strategic communication frameworks for client
campaigns and oversees all client services. She
has over 26 years’ senior executive experience in
public relations as well as financial services. Mildred
previously worked in various international financial
institutions; including Investec, Standard Corporate
and Merchant Bank, Trade and Development Bank
(formerly PTA Bank) and Deloitte in Kenya, South
Africa and Zambia. She serves as a director on other
boards. She sits on the Executive, Remuneration
and Employee Development, Nominations and Audit
Committees.
Mrs. Mildred T. Kaunda
Nationality: Zambian
Qualifications: MBA (Melbourne Business School,
University of Melbourne, Australia), Bachelor of Arts
(Cum Laude) major in Economics (Fisk University, USA)
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 81
Experience:
Munakupya is the Group CEO of African Life Holdings
Limited since January 2016. He set up the Financial
Services Division of the Anglo-American Corporation
in 1992, which created the Multi-Employer Saturnia
Regna Pension Fund. He serves as a director on several
boards. He chairs the Health, Safety, Environment
and Social Committee and sits on the Executive
and Remuneration and Employee Development
Committees.
Experience:
Abel was the first Zambian General Manager of the
former Zambia Electricity Supply Corporation Ltd,
now ZESCO Ltd, a position he was appointed to in 1974.
He joined the Behrens Group in 1980, subsequently
becoming its Executive Chairman. He has served
on several boards in different capacities, including
as chairman. He is a chartered engineer, a fellow of
the Institute of Engineering and of the Engineering
Institution of Zambia, which he had presided over in
the 1980s. He is a fellow of the World Bank British
Institute of Management and was elected Member of
Parliament for Lusaka’s Matero constituency in 1988.
Abel continues to play an active role in various sectors
of the Zambian economy. He serves as Chairperson
of the Remuneration and Employee Development
Mr. Abel Mkandawire Committee and sits on the Risk and Health, Safety,
Nationality: Zambian Environment, and Social committees.
Qualifications: Master’s Degree in Electrical
Engineering, Leningrad (Petersburg) Russia
Experience:
Patrick has written and/or published more than
25 papers. He currently works as an independent
consultant; having served in both public and private
sector capacities in and outside Zambia over many
years, including as Permanent Secretary in the
Ministry of Higher Education from 2012 to 2016
and as Director General of the Technical Education,
Vocational and Entrepreneurship Training Authority.
His board directorate experience includes having
chaired the board of directors of ZESCO. He sits on the
Remuneration and Employee Development, Health,
Safety, Environment and Social and Investments
committees.
Dr. Patrick Nkanza
Nationality: Zambian
Qualifications: Bachelor of Engineering (BEng)
University of Zambia, Doctor of Philosophy (PhD)
(University of Strathclyde, Glasgow, United Kingdom)
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 83
Experience:
Trevor is the serving Permanent Secretary in the
Ministry of Energy and represents GRZ on the
board since September 2019. He has held several
senior management roles in different ministries of
the Zambian government from 2008 when he last
worked in the private practice. He has a background
in insurance and holds, among his qualifications,
a Bachelor of Science degree in Mathematics and
Computer Science from the University of Zambia and
an Executive MBA (Leadership and Wealth Creation)
from the University of Lusaka.
Owen Silavwe
Managing Director
Experience:
Mutale was appointed Chief Financial Officer in
August 2014. Prior to this, he served as Interim CFO for
subsidiary CEC Africa Investments Limited, and also as
Regional Head – West Africa based in Abuja, Nigeria.
He has led and been involved in a number of Mergers
and Acquisitions and or corporate transactions
(debt, capital markets, restructuring, acquisitions)
across Sub-Saharan Africa in the last nine years. He
has previously held senior positions in CEC including
as Director, Corporate Finance, Manager, Corporate
Finance and Business Planning Head. He is a member
of the Executive Committee of the CEC Board.
Experience:
Christopher was appointed Chief Operating Officer
for CEC in 2013, heading the Operations Directorate
and responsible for the management of all operations
aspects of the power system (system operations,
system maintenance, emergency power, system
safety). He has over 20 years’ experience in the Zambian
electricity supply industry, holding various portfolios
up to Director for Generation and Transmission at
ZESCO. He has also served as Manager for the power
distribution network at Kansanshi Mine in Zambia, a
subsidiary of First Quantum Minerals. Further, he has
been involved with SAPP activities for many years,
rising to Chairman of the Management Committee.
Christopher Nthala
Chief Operating Officer
Nationality: Zambian
Qualifications: Bachelor’s degree in Engineering
(Electrical), Diploma in Distribution Engineering
(British Electricity International, UK), Advanced
Management of Power Systems (SwedPower/
Vattenfall, Sweden)
Julia Chaila
Chief Legal Counsel/Company Secretary
Nationality: Zambian
Qualifications: Bachelor of Laws Degree (University
of Zambia), Advocate of the High Court and Supreme
Court for Zambia, Chartered Arbitrator (United
Kingdom)
86 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
Experience:
Vincent was appointed Chief Projects Officer in June
2019. He has previously held senior positions in CEC
including Head-Business Expansion, Director Pre-
Commissioning, Compliance and Quality Manager.
In his present role he is principally responsible for
managing short and long-term capital projects for the
power system and business expansion, equipment
replacement, operational efficiency and safety/
environmental compliance in line with approved
budgets, resources, and project governance standards
to underpin business growth and profitability.
Experience:
Titus has been serving as Chief Commercial Officer
since 2015 and was appointed to the Management
Committee of CEC–DRC SARL in 2019. Before his
current position, he served as Senior Business
Development Manager and later as Commercial
Director. His main responsibilities include business
development, account management and power
trading.
Experience:
John is a strong HR generalist with over 25 years quality
Human Resources management and consultancy experience,
and accomplishment across a number of top-tier national
and multinational companies. John has a track record of
adding value to organisations through the development of
a strategy-led people agenda and enabling systems, policies
and initiatives and through the development of leadership,
talent and culture required for organisational effectiveness
and performance.
Extreme C6 21 30 32 34 2 35 36 1
Major C5 17 27 28 29 3 31 4 33
High C4 14 22 23 24 25 26
Moderate C3 8 15 16 18 19 20
Minor C2 2 9 10 11 12 13
Insignificant C1 1 3 4 5 6 7
L1 L2 L3 L4 L5 L6
Almost Almost
Very Unlikely Unlikely Likely Very Likely
Impossible Certain
Likelihood
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 89
Commercial Non-renewal of a key Negative impact to Continue to engage with key stakeholders
and contract (BSA) or failure business performance to recognize the importance of parties
to secure successor across the value chain and the benefit of
Regulatory
agreement to underpin securing suitable and sustainable business
third party supply and use contracts for the benefit of consumers on
of our infrastructure by the supply side, ZESCO on the generation
ZESCO side and the nation on the economic
growth end
Power blockage in the Reduced sales, failure Seek resolution through reciprocity in the
ZESCO transmission to meet customers’ use of each other’s network.
network for bilateral power requirements and
supply to the DRC financial loss
Financial KCM payment default Constrained working Explore amicable solutions for addressing
capital, potentially the default
impacting on the
Seek legal protection to safeguard the
business’ ability to
business
continue operating as
a going concern Going forward, seek to put in place a credit
risk agreement with appropriate risk
sharing agreed among key stakeholders
and the consequence for non-compliance
Delayed and/or non- Constrained working Continue to engage with ZRA and GRZ to
payment of VAT refunds capital unlock VAT refunds while focusing on cost
and potential loss of containment
VAT benefit due to non-
resolution of the disputed
ERB driven April 2014 tariff
Internal controls
The Company maintains a comprehensive system of internal controls to mitigate identified risks and to ensure that its
objectives are consistently achieved. Internal controls are based on the principle of acceptable risk being inherent to the
design and implementation of a cost-effective system of internal controls. The system includes monitoring mechanisms and
mitigation measures for deficiencies when they are detected. This system is benchmarked against the COSO (Committee of
Sponsoring Organisations of the Treadway Commission) Internal Control – Integrated Framework.
Assurance
Internal Audit Plans are set each year and approved by the Board through the Audit Committee. Designed on a risk-based
assurance approach, they are focused on adding value to the control environment while rendering independent assurance
to the Board on the effectiveness of internal controls over operational and compliance activities, and the adequacy of our
governance system.
In the review year, 10 recommendations were brought forward from 2018 audits while 4 arose from audits of 2019 reviews. A
total of 9 recommendations brought forward from the 2018 audits and the entirety of those raised during the review period
were implemented. The overall close out rate for the period stood at 93%.
90 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
DIRECTORS’ REPORT
The Directors have pleasure in submitting to the shareholders, their report on the Group financial statements and financial
statement for Copperbelt Energy Corporation Plc (“the Company”) for the year ended 31 December 2019.
The Directors’ Report has been prepared and is published in accordance with, and with reliance upon, applicable Zambian
company law. The liabilities of the Directors in relation to this report are subject to the limitations and restrictions provided by
such law.
• The Company,
• CEC Kabompo Hydro Power Limited, a subsidiary company incorporated to develop the Kabompo hydro power
generation project in Zambia’s North-Western Province,
• CEC-InnoVent South and InnoVent-CEC North are special purpose companies incorporated as joint ventures with
InnoVent SAS following the award to develop 2x20MW of solar PV projects under the GET FiT Zambia program
• Copperbelt Energy Corporation DRC Sarl, a subsidiary company incorporated in the DRC to secure the power trading
business segment and grow the Company’s interest in that country, and
• Power Dynamos Sports Limited is a special purpose vehicle which runs Power Dynamos Football Club.
The principal activities of the Company are the supply of power primarily to the copper mines based on the Copperbelt
Province of Zambia and some mining companies in the DRC in conjunction with that country’s state utility, SNEL. CEC
wheels power through its network on behalf of ZESCO on the Copperbelt and operates a transmission interconnection with
the DRC. The Company further has an IRU with Liquid Telecom through which the excess capacity of optic fibre is used for
commercialization of its telecoms assets. There were no significant changes in the nature of the principal activities of the
entity during the year under review.
The Company’s core business remains the transmission, distribution, generation and supply of electricity, primarily to mining
customers in the copper mining regions of Zambia and the DRC.
CEC is a public limited company incorporated under the Companies Act, 2017 of the Laws of Zambia and is listed on the LuSE.
The Company’s registered office and principal place of business is its headquarters at Stand 3614 on 23rd Avenue in Nkana
East, Kitwe.
The authorised share capital of the Company is K20,000 thousand, divided into 2,000,000,000 ordinary shares of a par value
of K0.01 each and 1 special share of K1.40 held in the Company by the Government of the Republic of Zambia. The Company’s
share register and other Company records are maintained at its registered office.
All ordinary shares have the same rights, including the rights to one vote per share at any general meetings and equal
proportion of any dividend declared and paid. The rights and obligations to the shares in the Company are provided in the
Articles of Association.
As at 31 December 2019, substantial shareholding (5% or more) in the Company’s share capital was as follows:
Directors’ interests in the share capital of the Company are shown in the table below:
Direct shareholding
Indirect shareholding
Dividends
At the core of the business’ existence is the need to create value for the shareholders of the Company, and dividend payment
is one of the ways in which shareholder return is realised. The Company has adopted a dividend policy which provides for a
payout of 50% of earnings; subject to the availability of cash, reserves and having provided sufficiently for working capital and
other obligations.
A cash dividend of USD30.9 million was paid out to our ordinary shareholders, an increase of 18.75% over 2018 (USD26.0
million).
The Company continued to be listed and actively traded on the LuSE. A total of 14,995,706 shares were traded in 2019
(2018: 661,737,073) in 2,147 trades; turning over ZMW20.4 million (USD1.6 million). The share price averaged K1.37; reaching
a 12-month high of K1.95, a low of K1.20 and closing the year at K1.25. CEC ranked third place by volume and seventh place by
turnover during the 2019 trading year.
The Company’s shares are traded in the dematerialized form on the LuSE. CEC’s transfer agent is Corpserve Transfer Agents
92 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
Limited.
Financial Results
Below is a table of financial highlights of the Company over the last five years.
2019 2018 2017 2016 2015
Earnings per share (USD cents) 0.008 0.034 0.030 (0.070) 0.024
Going concern
The Company’s principal activities include (i) provision of transmission and distribution services to third parties who desire
to use its infrastructure to move power from one end of the network to the other. This service is primarily used by ZESCO,
provided for under the BSA, and whose usage accounts for over 70% of the Company’s wheeling income; (ii) provision of local
power supply to the mining companies on the Copperbelt, underpinned by respective PSAs on one end and power sourced
from ZESCO under the BSA on the other; and (iii) regional power supply to the mines in the DRC through their state utility
(SNEL) for power sourced from regional utilities.
During the year ended 31 December 2019, the Company made a profit of USD12.2 million (2018: USD55.9 million). At that date,
the Company’s current assets exceeded the current liabilities by USD56.4 million (2018: USD90.7 million). The cash and cash
equivalents as at 31 December 2019 stood at USD77.9 million (2018: USD85.8 million).
Subsequent to the reporting period, on 31 March 2020, following failed negotiations between ZESCO and the Company, the
BSA terminated by effluxion of time. The BSA between ZESCO and the Company was entered into on 21 November 1997 and
it (i) underpins the provision of wheeling services on behalf of ZESCO for its non-mining customers on the Copperbelt, and
(ii) anchors the power sourced from ZESCO for onward selling to the mining companies on the Copperbelt. Despite the BSA
having terminated, the parties – GRZ, ZESCO and CEC – have agreed to continue facilitating an efficient and economic supply
of power to the consumers on the Copperbelt.
On 31 May 2020, the Company’s PSA with KCM, sitting with an outstanding debt of USD144.7 million at that date, came to
an end by effluxion of time. Two days before the expiry of the PSA, the Minister of Energy declared as common carrier all of
the Company’s transmission and distribution assets through the issuance of SI 57. The same day that the PSA terminated,
the ERB prescribed an interim tariff for third party use of CEC’s network equivalent to about 30% of the Company’s current
network tariff.
The commercial implication of the above actions are: (i) a shift of the KCM load from the supply segment to the Use of System
segment which has in some respects partially mitigated the KCM on going credit risk, recognising, however, that the debt
remains unpaid; (ii) despite the expiry of the BSA, supply to CEC customers will continue and CEC has continued to provide
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 93
wheeling services on behalf of ZESCO for their customers on the Copperbelt. The risk attendant to operating without key
contracts cannot be over emphasized as it has the potential to trigger prolonged litigation.
The Directors have reviewed the forecasts and projections of the Company, which take into account all the actions and events
subsequent the to reporting date; the Company’s business activities, including the detailed working capital requirements
which take into account the cash and cash equivalent position as at the reporting date and the date of signature of the
financial statements; the potential impact of COVID-19 on the Company as outlined in the Chief Financial Officer’s financial
sustainability report and its impact considered as part of the going concern assessment; the risks as outlined in the risk
management section of this report and the overall financial sustainability of the Company.
Based on this review, the Directors have a reasonable expectation that the Company has adequate resources to continue
in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in
preparing the annual report and accounts.
Capital expenditure
The Company’s capital expenditure strategy and decisions continued to be focused on minimizing and managing business
risks, enhancing customer satisfaction and enhancing future business activities.
The main focus of the capital expenditure programme for this period was on expanding the asset base and reinforcing the
existing aging system. In particular, expansion of capacity at major substations to meet customer needs, replacement of
system assets that had reached the end of their useful lives, retrofitting and refurbishment of key assets to renew their
lives, compliance with regulatory requirements as well as maintaining the required high standards for SHE compliance. CEC
completed two key projects, the Mopani Mindola Project at a cost of USD4.4 million and the NFCA South East Ore Body
project, valued at USD11.0 million. On routine operational capital expenditure, the Company spent a total of USD20.3 million
in 2019 and USD0.6 million in development activities.
Insurance
The Company has insured its operational assets against property damage and business interruption. The Company also
maintains insurance for its Directors in respect of their duties as Directors of the Company. Besides the foregoing, the Company
has cover for employer’s liability, public and product liability, group life assurance, group personal accident and motor vehicle.
Total premiums paid during the year were USD1.5 million (2018: USD1.6 million).
Operations
The performance of the Company’s power supply network throughout the year was satisfactory. There were no incidents
of total power blackout to the Copperbelt but a few less onerous power system disturbances were recorded; mainly from
the interconnected grid, customer local networks and lightning activity on the transmission lines, some of which impacted
negatively on our customers. The Company continued to pursue and implement measures to effectively mitigate the impact
on its customers. These included close technical collaboration with our customers to encourage them to adopt protection
settings on their networks to ensure that their plants are less susceptible to system disturbances. From a wider perspective,
the contract for a system study to inform the need for installation of a dynamic compensation device on the network was
awarded and the inception report has been issued.
Theft of overhead line copper conductors, substation cables, vandalism and encroachments on our transmission line
wayleaves remained a matter of concern. The Company continued to keep vigil and minimise the impact of these elements on
the network and our customers. Our security team, in collaboration with state security agencies, kept up their efforts to track
criminal activities and six suspects were, at the end of 2019, appearing in the courts of law on various criminal charges. Some
of the mitigating measures to control cases of wayleaves encroachment include increased collaboration with local authorities
94 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
Staff Costs
The total employee benefits and staff related costs in the Company amounted to USD19.6 million in 2019 compared to USD24.8
million in 2018.
The table below shows the average number of employees during the year.
The Company has an Employee Share Ownership Plan (ESOP) in which all employees are eligible to participate. The Company
is committed to attracting, developing and retaining individuals capable of delivering its business objectives into the future,
thereby contributing to enhanced shareholder value.
The Board
Note: Detail on Board composition, its role and 2019 Board changes are contained in the Governance and Leadership
Report.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 95
The table below shows the attendance of each Director and alternate Director at Board and Committee meetings (scheduled
and unscheduled) held during the year 2019.
• Alternate Director
* Not Applicable
Ø Chief Financial Officer, Mutale Mukuka is a member of the Executive Committee
There were no contracts of significance during or at the end of the financial year in which a Director is or was materially interested
other than through shareholding interests.
The Company paid USD0.5 million to the Executive Director as remuneration and USD0.7 million to Non-Executive Directors
as Directors’ fees in 2019.
There was no outstanding ESOP loan from the Executive Director at the year end. Members of the Board were not entitled to
any form of defined pension benefits from the Company.
The Company’s social investment programme encompasses various specifically selected socio-economic sectors which
contribute to our creation of shared sustainable value. In 2019, the Company focused on health, education and sports; and
pursued strategic partnerships in implementing some of the projects. A total of USD3.3 million (2018: USD2.2 million) was
spent on social investment in 2019, including the annual grant to Power Dynamos Football Club.
Compliance
The Directors confirm that the Company is not in violation of any laws and regulations that would hereby have a material adverse
effect on the operation of the business and that the Company has obtained all material licences and permits that are necessary
to enable it carry out its business.
96 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
There were no significant changes in the state of affairs of the Company that occurred during the financial year under review.
On 30 March 2020, the negotiations for the renewal or successor agreement to the BSA failed. Therefore, the agreement
terminated by effluxion of time. Subsequently, ZESCO gave to CEC the ZESCO Supply Terms presented as unilateral and non-
negotiable. CEC, on its part, advised ZESCO that the stated terms having not been established under any agreed contract
between the parties, whether expressly or implied, are invalid and unenforceable.
On 31 May 2020, the KCM PSA terminated and on the same day, the Minister of Energy issued SI 57 by which all transmission
and distribution assets of CEC were declared common carrier. On the same date, KCM’s unpaid debt with respect to the power
supplied to them stood at USD144.7 million.
The Directors are aware that these material facts, circumstances and events, which occurred between the accounting date and
the date of this report, will influence an assessment of the Company’s financial position or the results of its operation.
Corporate governance
The Board is committed to achieving and demonstrating the highest standards of corporate governance. The Board continues
to refine and improve the governance framework and practices in place to ensure they meet the interests of shareholders. The
Company complies with the LuSE Corporate Governance Code.
Auditors
At the last AGM of the shareholders of the Company, Messrs PricewaterhouseCoopers were appointed as auditors of the
Company.
In accordance with the Company’s Articles of Association, Messrs PricewaterhouseCoopers will retire as auditors of the
Company at the conclusion of the forthcoming AGM and have expressed willingness to continue in office. A resolution for
their appointment and fixing their remuneration will be tabled at the AGM.
5. FINANCIAL
SUSTAINABILITY
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 99
100 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
CHIEF FINANCIAL
OFFICER’S REPORT
Foreword
Operating environment
FINANCIAL RESULTS
USD'm
114
114 110
355 355
106 102 350
98
90 300
2015 2016 2017 2018 2019 2015 2016 2017 2018 2019
EBITDA
Revenue
500
421.2 408.3
35.4
-0.8
400 62.2
12.7 -27.5 77.7
USD'm
300 11.8
346.5
318.8
200
FINANCIAL SUSTAINABILITY
2018 Local electricity sales Wheeling Regional electricity sales 2019
Revenue reduced 3.1% from USD421.2 million to USD408.3 million on account of reduced local
electricity sales, primarily driven by the operational challenges at KCM, which saw the appointment
of the Provisional Liquidator to oversee the affairs of the mine. The processing outage by MCM,
whose smelter was out of operation for the most part of the year and the placing of the Chambishi
operations under care and maintenance for part of the year were also a driver. Additionally, increased
load shedding for the other customer categories whose power is wheeled through the CEC network
for ZESCO’s account contributed to the revenue drop.
Arising from the various customer operational challenges alluded to, power consumption was
correspondingly impacted with sales from local electricity supply reducing from USD346.3 million to
USD318.8 million, signaling a reduction of 7.9%. Load shedding of the commercial, industrial and retail
customers on the Copperbelt gave rise to a 7.1% reduction in wheeling revenue from USD12.7 million
to USD11.8 million. On a positive note, regional electricity sales increased from USD62.3 million to
USD77.7 million, up by 24.7% mainly on account of increased power sales to the region.
Overall, the regional electricity sales contribution to total revenue increased from 14.8% to 19.0%,
wheeling services contribution to total revenue reduced from 3.0% to 2.9% and local electricity sales
dipped from 82.2% to 78.1%.
102 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
USD'm
30 2 14 10
2 1 2
the key industry gauges to ensure that our service is efficiently 12 12
11 3
20
provided. In this regard, we aim to have staff costs below 20% of
our gross profit and I am proud that the target was achieved this 10 19 16 22 25 20
year. Our costs, arising from our contributions to the community
through CSR activities, increased significantly on account of 0
2015 2016 2017 2018 2019
specific projects in the health sector which were executed during
the year. Discretionary spend remains tightly controlled and, as Emplyee related
OPS
part of the strategy, this will remain the case. CSR
Insurance
Overall, the strong execution of our cost transformation agenda,
alongside improving delivery of an efficient service has resulted
in a reduction in cash costs for the year by 7.9% from USD38.0
million to USD35.0 million.
40
1
35 -5 1
30
25
USD'm
20 38
35
15
10
0
2018 Employee costs Operating costs CSR 2019
Reason for reduced profitability and worsening balance sheet - ECL impairment charges
The total ECL impairment charges substantially increased from the expected normal range. The 2018 increase relative to prior
years was as a result of the changes in accounting policy from IAS 39 to the adoption of IFRS 9. The ECL impairment charges
for 2019 were abnormally high at USD55.4 million, signaling a 59,400% increase from the prior year impairment charges.
In 2019, the business experienced a crystallization of the revenue concentration risk or customer concentration risk which,
through the KCM payment default, materially impacted on the profitability and balance sheet status of the Company. The
situation could have been worse had the Company not partially mitigated this risk via the introduction of a more diversified
customer base or business line through its regional power supplies to the DRC.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 103
Taxation
The tax the Company pays is important to the economic and social development of the country and we, therefore, have
a responsibility to comply fully with regulations. CEC is committed to paying the right amount of tax at the right time. In
addition to the corporation tax on our profits, which usually is a part of the tax charge in our accounts, CEC incurs a range of
taxes directly, indirectly and/or payable on behalf of its key stakeholders such as employees’ taxes which the employer has
to comply with. The Company also incurs other taxes, charges and levies imposed by Government agencies. CEC ensures
total compliance to all these taxes and charges and, in line with this commitment, our total 2019 cash tax contribution to the
national treasury was USD61.1 million, comprising the different tax types as shown in the graph below.
PAYE 7 8 7 5 5 32
VAT 24 23 15 25 16 103
WHT 4 4 3 2 2 15
Customs 2 2 2 1 1 8
15
payment of USD23.2 million (2018: USD40.0 million). 8.3 23.2
10
The difference between the tax charged and the tax
paid is summarized in the chart to the right. 5 7.8
FINANCIAL SUSTAINABILITY
0
Tax charge Tax paid Deferred Tax paid
2019 2018 tax 2019
The continued survival of any business is dependent on its ability to operate as a going concern and core to this is the sustained
management of working capital and, more importantly, generating cash to support its operations in addition to having a cash
buffer. We, therefore, always strive to ensure that there is sufficient (cash) life blood in the business to support its continued
existence. This was even more critical in 2019, owing to the reduction in cash receipts on account of the KCM payment default.
We always strive to achieve our target cash conversion threshold of >60% and for most of the years, this target has been
achieved. In the year under review, our conversion ratio was at 55%, which, though lower than target, was exceptionally
high considering that the collection drop was significant. This was only achieved through the implementation of robust and
aggressive working capital management initiatives aimed at cost containment and our resourcefulness in unlocking liquidity.
104 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
USD'm
60 60%
60
40 73% 77% 40%
64% 5.4
59% 55% 45 7
20 20%
33.2
0 0% 30
2015 2016 2017 2018 2019 Opening 2015 2016 2017 2018 2019 Total
As noted, 2019 was more challenging from a financial and cash generation perspective; as a result, additional analysis becomes
even more critical to better inform and assure our stakeholders of our liquidity position. CEC is a capital intensive operation,
which means that it relies mainly on its assets for revenue generation. This makes capital investments core to the Company’s
continued survival. Therefore, the concept of normalised free cash flow to the firm is critical in assessing the ability of the
business to generate cash flows to meet its obligations before tapping into reserve balances. The free cash flow to the firm
for the year, which is represented by the cash we generate from our operations, less capital expenditure and finance costs is
as shown in the table below. This measure represents the cash generated during the period and available to the business after
taking into account all operating expenses and capital expenditure/reinvestments but before debt repayment and dividend
distribution. To ensure consistency and like-for-like comparison, normalised free cash flow for the firm excludes significant
non-operational payments and receipts that distort the trend in our cash flow. Hence, in calculating the normalised free cash
flow shown in the table, we take out the impact of specific items; such as the receipts from the sale of CEC Liquid Telecom.
Despite all the challenges alluded to, the business continued on a path of positive generation of normalised free cash flow to
the firm.
Lastly, the business has over the period adopted a strategy of building up sufficient cash for its working capital and insisting on
cash deposits to back-stop customers’ credit obligations. CEC is yet to deploy the funds received from the sale of its interest in
CEC Liquid Telecom. A combination of the above highlighted factors has contributed significantly to the Company’s improved
cash balance even though a portion of the cash is deemed to be restricted cash for the reasons already alluded to. This further
goes to strengthen the liquidity position of the Company, hence, its overall balance sheet even though there was a drop in the
cash balance from the previous year.
Finally, the narrative above is underpinned by key treasury management objectives which include:
i. Accessing a broad range of sources of finance to obtain both the quantum and compatible with the need for
continued availability of funding sources,
ii. Managing our exposure to movements in interest rates to provide an appropriate degree of certainty as to our cost
of funds. For this reason, we have in place an interest rate hedge which covers 60% of interest on our debt. The
balance of the interest is unhedged, in line with our risk management process,
iii. Minimising our exposure to counterparty credit risk to the extent possible. Unfortunately, the credit risk arising
from the situation at KCM, despite the best efforts or endeavors of the business, was outside acceptable levels,
iv. Providing an appropriate degree of certainty as to our foreign exchange exposure and, more importantly,
Operationally, we invest cash in deposits with highly rated banks. We regularly review the list of counterparties and report to
the Treasury Management Committee, the Audit Committee and the Board of Directors.
Retaining a strong balance sheet has underscored the strategy of the business in retaining an acceptable shadow rating
range. It is critical for the business to be seen as an attractive beauty by financiers, power generators and a credible financial
partner with the ability to meet its financial and operational obligations as they fall due. Being an operator and investor in
an asset intensive business, the need for the business to attract long term funding on competitive terms to fund its capital
expenditure and projects is cardinal for its sustained operation.
The current capital structure and balance sheet in general could be described as a “lazy balance sheet” going by the cash and
cash equivalents balances and level of gearing. However, strategically, it must be noted that with all the risks that the Company
is faced with, most of which have already materialized, it is critical that there is sufficient cushions to absorb the effects of
those risks. Once the risks have been sufficiently mitigated or managed to appropriate levels, a review of the capital structure
and indeed overall balance sheet will be undertaken in ensuring financial sustainability continues at the core of its operations.
The high level of impairment during the year negatively impacted on the resultant current ratios at 1.46 (2018: 1.88), and the
book equity value at USD353.6 million from USD371.0 million in 2018, a reduction of USD17.4 million. Despite these negatives,
the resultant financial matrices did not materially deteriorate the balance sheet. Additionally, the Company retained a current
net asset position of USD57.5 million (2018: USD93.7 million) and a continued to retain a decent cash position at USD77.9
million (2018: USD85.8 million). However, if the impairments continue at the same rate and are not addressed, the balance
sheet will significantly deteriorate and impact on the Company’s attractiveness to financiers, investors and shareholders.
As at balance sheet date, net debt stood at USD53.4 million, down from USD59.5 million at the beginning of the year. This net
debt position, results in a net debt/adjusted EBITDA of 0.58x whereas the net debt to equity at 15% (2018: 16%) is deemed
to be significantly low gearing for the type of operation. As at balance sheet date, the weighted average debt tenor was 6.2
years from 7.2 years the previous year. More information is provided in the graph below. Overall, the balance sheet remained
attractive though caution should be taken to address the runaway KCM credit risk, which negatively impacted this year’s
financial results. In doing so, the Company will adopt more aggressive and stringent measures aimed at addressing the
payment default risk.
FINANCIAL SUSTAINABILITY
0.50 3.5
3
0.00 0
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
We remain resolutely committed to our disciplined approach to capital allocation and, therefore, intelligent deployment of
the Company’s capital is a top priority. We strive to find the highest and best use of capital to create long term value for
our shareholders. We do this through a combination of dividends, capital expenditure investments and investments in other
businesses. The strategy, which is our focus, is to look to grow organically when there is a dislocation in the market or other
prospects that align with our existing businesses. We regularly evaluate opportunities that have the potential to produce the
desired long term returns. Alignment with our existing businesses and cultural fit as well as an anchor for long term quality
service provision are important considerations when we evaluate opportunities to grow our business. Based on the above, our
focus is to invest in our network and we are confident we can maintain and even improve our network reliability with a Capex
profile that will moderate over time.
We maintain financial leverage and cash adequacy at levels that are prudent for our business, consistent with our commitments,
sufficient to attract and underpin new power supply offtake arrangements and maintain sufficient liquidity to respond to
business needs and opportunities. We recognise that our leverage, at the moment, is pretty low for a business of this nature,
106 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
even though we acknowledge that we require to de-risk the operations by ensuring appropriate mitigation measures are in
place for the key risks identified in the risk section of the report.
Dividend distribution was done in line with our capital allocation priorities alluded to earlier. During the year, we declared and
paid a dividend of USD30.9 million (2018: USD26.0 million), equivalent to USD0.019 per share. The five-year compounded
annual growth in dividends paid to our shareholders was approximately 21.9%. Dividend payments have enabled us to
return USD108.2 million to our shareholders over the past five years. We believe that the alignment of interests served via
implementation of the Long Term Incentive Plan for our management team, the Employee Share Ownership Plan and short
term incentive performance related compensation for employees serves to align our interests with those of our shareholders.
35 35% 15 14.2%
31
30 30% 12.2%
26 12.1%
12
25 25% 10.1%
21
20 20% 8.9%
14 16 8
15 15%
10 10%
4
5 5%
0 0% 0
2015 2016 2017 2018 2019 2015 2016 2017 2018 2019
8 7.8%
7.0%
6.3%
6 5.5%
4.9%
0
2015 2016 2017 2018 2019
Going concern
The financial statements are prepared on a going concern basis, which assumes that the Company will continue in operational
existence for the foreseeable future, and at least twelve (12) months from the date these financial statements are approved.
As part of the going concern review, the Directors have reviewed the Company’s trading forecasts and working capital
requirements for the foreseeable future, taking into account the obligations to the CTA lenders. The Directors further
considered the level and timing of capital expenditure planned for the period while taking stock of the cash and cash equivalents
of USD77.9 million comparing that with the total borrowings of USD53.4 million, out of which USD6.7 million is payable in
2020. The net current position as at the reporting date was USD57.4 million (USD93.7 million in 2018). The Directors believe
that while some uncertainty always inherently remains in achieving the forecast, in particular the effects of the COVID-19
pandemic, the effects of SI 57, which declared CEC’s infrastructure as common carrier, and the collection of the KCM debt, they
took the view that there are sufficient alternative actions and risk mitigants or measures within the control of the Company in
meeting its medium to long term objectives and, therefore, concluded that the going concern basis is the most appropriate on
which to prepare the financial statements.
The KCM PSA was extended for two months to 31 May 2020, following which it terminated by way of effluxion of time. From
1 June 2020, the Company is providing grid connection services to KCM for which the parties should negotiate an agreement
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 107
The negotiations for the renewal of the BSA and/or a successor agreement to the BSA between the Company and ZESCO failed.
As a result, the BSA terminated by way of effluxion of time on 31 March 2020. Despite the said termination, the Company has
continued to provide both international and domestic wheeling services to ZESCO through its network for supply to ZESCO’s
customers and ZESCO has also continued to provide the Company with power for its customers on the Copperbelt. Despite
the failed negotiations, the parties remain committed to finding a solution through renewed discussions.
On 29 May 2020, two days before termination of the KCM PSA, the Minister of Energy, Mr. Matthew NKhuwa, issued SI 57 by
which he declared all of the Company’s transmission and distribution assets as common carrier; which action was followed by
the ERB advising us on 31 May 2020, of an interim tariff for wheeling through the CEC network power destined for KCM. The
said interim tariff is equivalent to 30% of the CEC current applicable network tariff.
Looking forward, the operating environment remains uncertain on account of (i) continued challenges at KCM which, in part,
resulted in their payment default and more fundamentally, there being no immediate solution to the challenges at KCM and to
address the payment default (ii) resolution of the key agreements underpinning power supply and transmission use of system
arrangements between CEC and ZESCO on one part and CEC and KCM on the other; and (iii) the pending financial implications
of the COVID-19 pandemic that are still to evolve. The macroeconomic outlook in the markets in which we operate is uncertain
while the operating environment is expected to remain challenging. The economic impact of the COVID-19 pandemic on our
business, while still indeterminate, is unlikely to be significantly different from the trend experienced in the first few months of
2020 across the world suffice to say, experts project new coronavirus waves to continue erupting until a vaccine is developed.
Our business model and sector, while seen as being more resilient than many other sectors, are not immune to the challenges
emanating from this pandemic especially that its duration and impact cannot be accurately forecast. The Company is
experiencing a reduction in mine load partly induced by changes in our customers’ operating arrangements driven by the
need to adapt to the new ways of doing things such as remote working, the need to support and implement social distancing
as well as the overall impact of reduced travel and its impact on the supply chain for goods and services relevant for the
implementation of projects and operations. In the midst of all these challenges, our number one focus is on the health and
safety of our staff. As our contribution to slowing the spread of the virus and keeping our people safe, we have improved our
hygiene practices, split our core teams into separate locations, required everyone who can, to work from home and increased
distance from between colleagues who have to work together as we continue to serve our customers; given that power supply
is an essential service in the economy.
The KCM debt, at USD144.7 million as at 31 May 2020, remains one of the key risks the business is facing. An amount equivalent
to USD55.4 million was recognised in 2018 as ECL impairment charges, the bulk of which related to KCM. Non-collection of
this debt will exacerbate the loss position for 2020 and further deteriorate the balance sheet. Therefore, we have pivoted our
strategy to an increased focus on collection of the overdue debt which in turn will help to improve our cash position, achieved
through managing liquidity and debt management broadly but, more importantly, by focusing our attention on collecting
the amount owed by KCM to which the deteriorating balance sheet is owed, tight cost discipline alongside ongoing scenario
FINANCIAL SUSTAINABILITY
modelling and stress testing.
Finally, the unavailability of key contracts following the expiry of the KCM and ZESCO supply contracts introduce risks to the
business which require attention and resolution. We will, therefore, be focusing our attention on addressing and putting in
place appropriate contracts to facilitate the operations, risk allocation, rights and obligations of the parties to the supply and
grid provision services.
Mutale Mukuka
Chief Financial Officer
108 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
6. FINANCIAL
STATEMENTS
For the year ended
31 December 2019
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 109
110 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
TABLE OF CONTENTS
Statements of Directors’ responsibilities 111
Report of the independent auditor 113
Annual financial statements
The Companies Act, 2017 of Zambia requires the Directors to prepare annual financial statements for each financial year that
give a true and fair view of the state of affairs of the Company as at the end of the financial year and of its financial performance.
It also requires the Directors to ensure that the Company keeps proper accounting records that disclose, with reasonable
accuracy, the financial position of the Company. They are also responsible for safeguarding the assets of the Company. The
Directors are further required to ensure the Company adhere to the corporate governance principles or practices contained
in Sections 82 to 122 of Part VII of the Companies Act, 2017 of Zambia.
The Directors accept responsibility for the annual financial statements, which have been prepared using appropriate accounting
policies supported by reasonable estimates, in conformity with International Financial Reporting Standards (IFRS) as issued
by the International Accounting Standards Board (IASB) and the requirements of the Companies Act, 2017 of Zambia.
The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the
preparation of annual financial statements, and for such internal controls as the Directors determine necessary to enable the
preparation of annual financial statements that are free from material misstatement whether due to fraud or error.
The Directors are of the opinion that the annual financial statements set out on pages 119 to 163 give a true and fair view of
the state of the financial affairs of the Company and of its financial performance in accordance with IFRS as issued by the
IASB and the requirements of the Companies Act, 2017 of Zambia. The Directors further report that they have implemented
and further adhered to the corporate governance principles or practices contained in Sections 82 to 122 of Part VII of the
Companies Act, 2017 of Zambia.
In line with the requirements of the Securities Act of 2016, the Company undertook its internal control framework gap analysis
based on the guidance issued by by SEC. The board is satisfied that the current internal control framework does meet the
current business needs.
As set out in Note 2(a), following the expiry of the BSA between the Company and ZESCO on 31 March 2020, the two parties with
the support of the Government, have continued negotiations to put in place a successor agreement to the BSA. Initial round of
negotiations ended in a standoff due to outstanding differences on some key terms
Going concern
As set out in Note 2(a), subsequent to the reporting period, on 31 March 2020, following failed negotiations between ZESCO
and the Company, the BSA terminated by effluxion of time. The BSA between ZESCO and the Company was entered into on
21 November 1997. It (i) underpins the provision of wheeling services on behalf of ZESCO for its non-mining customers on the
Copperbelt, and (ii) anchors the power sourced from ZESCO for onward selling to the mining companies in the Copperbelt.
Despite the BSA having terminated, the parties – GRZ, ZESCO and the Company – have agreed to continue facilitating an efficient
and economic supply of power to the consumers in the Copperbelt.
On 29 May 2020, the Government, acting through the Ministry of Energy, promulgated SI 57 declaring all of the Company’s
transmission and distribution lines as common carrier. This action was immediately followed on 31 May 2020 by a decision by
the ERB declaring an interim transmission tariff for use of the Company’s network, which is about 30% of the normal Company
transmission tariff. The Company’s view on this matter is that the combination of the actions of the Ministry of Energy and the
ERB have the effect of taking away the Company’s property and commercial rights, which if not redressed, may in the medium
term grossly affect the viability of the Company.
To improve the Company’s financial position and to sustain the Company as a going concern in the foreseeable future, the
Directors are implementing the following measures:
• Consideration of reverse stress testing which involves testing scenarios that would make the business model unsustainable
in light of the ERB terms and impact of COVID-19 on the Company’s operations.
• Proactive engagement of lenders on debt covenants waivers to avoid the adverse impact of breaches on the Company
• Continued support of network stability and reliability through implementation of vital capital expenditure.
112 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
STATEMENT OF DIRECTORS’ RESPONSIBILITIES >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
• Management of cashflows through the “pay when paid” principle credit risk agreement in light of defaulting customers as
well as consideration of deferring dividend payments to shareholders and some capital projects, and
• Continued engagement with ZESCO and the Government over the long-term tenured agreement is reached which
represents an equitable and win-win outcome for all parties.
Underpinned by sufficient range of scenarios and flexing the Company’s business model, the Directors of the Company consider
that the Company will have sufficient working capital to finance its operations and financial obligations as and when they fall
due, and accordingly, the Directors are of the opinion that the Company will continue as a going concern for at least twelve
months from the date of these financial statements and have therefore prepared the annual financial statements on a going
concern basis. In the event the Company becomes unable to continue as a going concern, adjustments would have to be made to
restate the values of assets to their recoverable amounts, to provide for any further liabilities which might arise and to reclassify
non-current assets and liabilities as current assets and liabilities respectively. The effects of these adjustments have not been
reflected in these annual financial statements.
Our Opinion
In our opinion, the annual financial statements give a true and fair view of the financial position of Copperbelt Energy
Corporation Plc (the “Company”) as at 31 December 2019, and of its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB) and the requirements of the Companies Act, 2017 of Zambia and the Securities Act, 2016 of Zambia
Copperbelt Energy Corporation Plc’s annual financial statements are set out on pages 119 to 163 and comprise:
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ (IESBA)
International Code of Ethics for Professional Accountants (including International Independence Standards) (the “IESBA
Code”). We have fulfilled our other ethical responsibilities in accordance with the IESBA Code.
Emphasis of Matter
We draw attention to note 14, which shows that of the total impairment charge of USD55 million recognised for the year,
USD46 million relates to impairment of the KCM debt arising from non-payment of amounts owed to the Company. This
follows the commencement of the liquidation proceedings of KCM by ZCCM-IH, one of its shareholders. Our opinion is not
modified in respect of this matter.
PricewaterhouseCoopers , PwC Place, Stand No 2374, Thabo Mbeki Road, P.O. Box 30942, Lusaka, Zambia
T: +260 (211) 334000 , F: +260(211) 256474, www.pwc.com/zm
A list of Partners is available from the address above
114 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
Key audit matter How our audit addressed the Key audit matter
On 31 March 2020, following failed negotiations between In assessing the impact of the expiry of the BSA on the
ZESCO and the Company, the BSA terminated by effluxion Company, we performed the following procedures:
of time.
• Obtained and assessed the strategy and plan prepared
Despite the BSA having terminated, the parties and by management and the Directors in response to the
the Government, through the Ministry of Energy, have expiry of the BSA;
agreed to continue facilitating the supply of power to the
consumers on the Copperbelt. • Tested the appropriateness of assumptions used in
preparing the performance forecasts;
The form of the contractual arrangements that will govern
the commercial relationship between the Company, • Reviewed the scenario analysis prepared by management
ZESCO and customers that the Company supplies power to evaluate the viability of the business under varied
to are currently uncertain. As a result, the Directors and potential commercial arrangements;
management have made significant judgments regarding
the business models that the Company may adopt and • Obtained legal confirmation letters from external
the projected profitability and cash flows associated with counsel regarding the implication of the expiry of the
the business model options available. BSA for the Company;
We focused on this area because the buying and selling • Reviewed the adequacy of measures implemented to
of power from ZESCO is a major part of the Company’s mitigate the risk of debt covenants on existing borrowings
business and a fundamental change to the commercial being breached, which would adversely impact the
arrangements underpinning this commercial relationship liquidity position of the Company in meeting short term
could result in the risk that the Company may not be a obligations.
going concern.
PricewaterhouseCoopers , PwC Place, Stand No 2374, Thabo Mbeki Road, P.O. Box 30942, Lusaka, Zambia
T: +260 (211) 334000 , F: +260(211) 256474, www.pwc.com/zm
A list of Partners is available from the address above
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 115
Key audit matter How our audit addressed the Key audit matter
PricewaterhouseCoopers , PwC Place, Stand No 2374, Thabo Mbeki Road, P.O. Box 30942, Lusaka, Zambia
T: +260 (211) 334000 , F: +260(211) 256474, www.pwc.com/zm
A list of Partners is available from the address above
116 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
Other information
The Directors are responsible for the other information. The other information comprises the Company’s Annual Report but
does not include the annual financial statements and our auditor’s report thereon.
Our opinion on the annual financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the annual financial statements, our responsibility is to read the other information identified
above and, in doing so, consider whether the other information is materially inconsistent with the annual financial statements
or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
In preparing the annual financial statements, the Directors are responsible for assessing the Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The Directors are responsible for overseeing the Company’s financial reporting process.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
Identify and assess the risks of material misstatement of the annual financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
PricewaterhouseCoopers , PwC Place, Stand No 2374, Thabo Mbeki Road, P.O. Box 30942, Lusaka, Zambia
T: +260 (211) 334000 , F: +260(211) 256474, www.pwc.com/zm
A list of Partners is available from the address above
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 117
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Directors.
Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the annual financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the annual financial statements, including the disclosures, and
whether the annual financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Board of Directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most significance in
the audit of the annual financial statements of the current period and are, therefore, the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PricewaterhouseCoopers , PwC Place, Stand No 2374, Thabo Mbeki Road, P.O. Box 30942, Lusaka, Zambia
T: +260 (211) 334000 , F: +260(211) 256474, www.pwc.com/zm
A list of Partners is available from the address above
118 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
i. as required by section 259 (3)(a), there is a relationship, interest or debt which, ourselves, as the Company Auditor, have
in the Company;
ii. as required by section 259 (3)(b), there are serious breaches by the Company’s Directors, of corporate governance
principles or practices contained in Sections 82 to 122 of Part VII of the Companies Act, 2017of Zambia; and
iii . in accordance with section 250 (2), as regards loans made to a Company Officer (a Director, Company Secretary or
executive officer of the Company), the Company does not state the:
• particulars of any relevant loan made during the financial year to which the accounts apply, including any loan which
was repaid during that year; or
• amount of any relevant loan, whenever made, which remained outstanding at the end of the financial year.
PricewaterhouseCoopers
Chartered Accountants 7th September 2020
Lusaka
Andrew Chibuye
Practicing Certificate Number: AUD/F002378
Partner signing on behalf of the firm
PricewaterhouseCoopers , PwC Place, Stand No 2374, Thabo Mbeki Road, P.O. Box 30942, Lusaka, Zambia
T: +260 (211) 334000 , F: +260(211) 256474, www.pwc.com/zm
A list of Partners is available from the address above
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 119
ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
Statement of profit or loss and other comprehensive income
In thousands of USD
The notes on pages 123 to 163 form an integral part of these annual financial statements
ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
Statement of financial position
In thousands of USD
Notes 31-Dec-19 31-Dec-18 1-Jan-18
Restated Restated*
ASSETS
Non-current assets
Property, plant and equipment 11 457,551 441,967 437,533
Investment in subsidiaries 12 6 6 3
457,557 441,973 437,536
Current assets
Inventories 13 1,605 3,044 3,393
Current income tax 10 6,984 - -
Trade and other receivables 14 96,371 111,262 93,743
Cash and cash equivalents 15 77,902 85,791 67,205
Assets held for sale – investment in joint venture 32(a) - - 18,083
182,862 200,097 182,424
These annual financial statements were approved by the Board of Directors on 19 August 2020 and were signed on its behalf
by:
The notes on pages 123 to 163 form an integral part of these annual financial statements
The notes on pages 123 to 163 form an integral part of these annual financial statements
ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
Statement of cash flows
In thousands of USD
**In 2019, the additions on property, plant and equipment includes items acquired on deferred payment terms which are deemed
as non-cash for the purposes of the cash flow statement.
The notes on pages 123 to 163 form an integral part of these annual financial statements
1. General information
CEC is incorporated in Zambia under the Companies Act and is domiciled in Zambia. The address of its registered office is:
The principal accounting policies adopted in the preparation of these annual financial statements
are set out below.
a) Basis of preparation
The annual financial statements are prepared in accordance with International Financial Reporting
Standards (IFRS) and interpretations issued by the IFRS IC applicable to entities reporting under IFRS. The annual
financial statements comply with IFRS as issued by the International Accounting Standard Board (IASB).The annual
financial statements have been prepared on historical cost basis, except where otherwise stated in the accounting
policies. The annual financial statements are presented in United States Dollars (USD), which is the Company’s
functional currency.
In accordance with the Companies Act, 2017 of Zambia, the annual financial statements for the year ended 31 December
2019 have been approved for issue by the Directors. Neither the entity’s owner nor others have the power to amend the
annual financial statements after issue.
The preparation of annual financial statements in conformity with IFRS requires the use of estimates and assumptions.
It also requires management to exercise its judgement in the process of applying the Company’s accounting policies.
The areas involving higher degree of judgement or complexity, or where assumptions and estimates are significant to
the annual financial statements are disclosed in Note 3.
Going concern
Subsequent to the reporting period, on 31 March 2020, following failed negotiations between ZESCO and the
Company, the BSA terminated by effluxion of time. The BSA between ZESCO and the Company was entered into on
21 November 1997. It (i) underpins the provision of wheeling services on behalf of ZESCO for its non-mining customers
in the Copperbelt, and (ii) anchors the power sourced from ZESCO for onward selling to the mining companies in the
Copperbelt. Despite the BSA having terminated, the parties – GRZ, ZESCO and the Company – have agreed to continue
facilitating an efficient and economic supply of power to the consumers on the Copperbelt.
On 29 May 2020, the Government, acting through the Ministry of Energy, promulgated SI 57 declaring all of the
Company’s transmission and distribution lines as common carrier. This action was immediately followed on 31 May
2020 by a decision by the ERB declaring an interim transmission tariff for use of the Company’s network, which is about
30% of the normal Company transmission tariff. The Company’s view on this matter is that the combination of the
actions of the Ministry of Energy and the ERB have the effect of taking away the Company’s property and commercial
rights, which if not redressed, may in the medium term grossly affect the viability of the Company.
124 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
2. Summary of significant accounting policies (continued)
To improve the Company’s financial position and to sustain the Company as a going concern in the foreseeable future,
the Directors are implementing the following measures:
• Consideration of reverse stress testing which involves testing scenarios that would make the business model
unsustainable in light of the ZESCO interim terms and impact of COVID-19 on the Company’s operations.
• Proactive engagement of lenders on debt covenants waivers to avoid the adverse impact of breaches on the
Company
• Ensure continued support of network stability and reliability through implementation of vital capital expenditure.
• Management of cash flows through the “pay when paid “principle credit risk agreement in light of defaulting
customers as well consideration of deferring dividend payments to shareholders and some capital projects.
• Continued engagement with ZESCO and the Government over the long-term tenured agreement which represents
an equitable and win-win outcome for all parties.
Underpinned by sufficient range of scenarios and flexing the Company’s business model, the Directors of the Company
consider that the Company will have sufficient working capital to finance its operations and financial obligations as and
when they fall due, and accordingly, the Directors are of the opinion that the Company will continue as a going concern
for at least twelve months from the date of these financial statements and have therefore prepared the annual financial
statements on a going concern basis. In the event the Company becomes unable to continue as a going concern,
adjustments would have to be made to restate the values of assets to their recoverable amounts, to provide for any
further liabilities which might arise and to reclassify non-current assets and liabilities as current assets and liabilities
respectively. The effects of these adjustments have not been reflected in these annual financial statements.
The Company has adopted the applicable new, revised or amended accounting pronouncements as issued by the IASB,
which were effective for the Company from 1 January 2019.The following standards had an impact on the Company:
Amendments to IFRS 9 – ‘Financial instruments’ on prepayment features with negative compensation and
modification of financial liabilities. The narrow-scope amendment covers two issues:
• The amendments allow companies to measure particular pre-payable financial assets with so-called negative
compensation at amortised cost or at fair value through other comprehensive income if a specified condition
is met instead of at fair value through profit or loss. Based on management’s assessment, there is no material
impact on the Company.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 125
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
2. Summary of significant accounting policies (continued)
• How to account for the modification of a financial liability. The amendment confirms that most such
modifications will result in immediate recognition of a gain or loss. No impact on the Company, as there have
been no re-negotiated loans.
• IFRS 16 – Leases: This standard replaces the current guidance in IAS 17 and is a far-reaching change in
accounting by lessees in particular.
Under IAS 17, lessees were required to make a distinction between a finance lease (on balance sheet) and an operating
lease (off balance sheet). IFRS 16 now requires lessees to recognise a lease liability reflecting future lease payments
and a ‘right-of-use asset’ for virtually all lease contracts. The IASB has included an optional exemption for certain
short-term leases and leases of low-value assets; however, this exemption can only be applied by lessees.
For lessors, the accounting stays almost the same. However, as the IASB has updated the guidance on the definition
of a lease (as well as the guidance on the combination and separation of contracts), lessors will also be affected by
the new standard.
At the very least, the new accounting model for lessees is expected to impact negotiations between lessors and
lessees. Under IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration.
IFRS 16 supersedes IAS 17, ‘Leases’, IFRIC 4, ‘Determining whether an Arrangement contains a Lease’, SIC 15,
‘Operating Leases – Incentives’ and SIC 27, ‘Evaluating the Substance of Transactions Involving the Legal Form of a
Lease’. Refer to Note 2(b) for the impact on the Company.
Amendments to IAS 19, ‘Employee benefits’ on plan amendment, curtailment or settlement: These amendments
require an entity to:
• Use updated assumptions to determine current service cost and net interest for the remainder of the period
after a plan amendment, curtailment or settlement; and
• Recognise in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a surplus
(recognised or unrecognised). This reflects the substance of the transaction, because a surplus that has
been used to settle an obligation or provide additional benefits is recovered. The impact on the asset ceiling
is recognised in other comprehensive income, and it is not reclassified to profit or loss. The impact of the
amendments is to confirm that these effects are not offset.
• IAS 12,’ Income taxes’ - The amendment clarified that the income tax consequences of dividends on financial
instruments classified as equity should be recognised according to where the past transactions or events that
generated distributable profits were recognised.
• IAS 23,’ Borrowing costs’ - a company treats as part of general borrowings any borrowing originally made to
develop an asset when the asset is ready for its intended use or sale.
126 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
2. Summary of significant accounting policies (continued)
IFRIC 23, ‘Uncertainty over income tax treatments’: IFRIC 23 provides a framework to consider, recognise and
measure the accounting impact of tax uncertainties. The Interpretation provides specific guidance in several areas
where previously IAS 12 was silent. Based on management’s assessments, the Company has no uncertain taxes and,
therefore, no material impact.
ii) New and amended standards issued but not yet adopted by the Company
Amendment to IAS 1, ‘Presentation of financial statements’ and IAS 8, ‘Accounting policies, changes in accounting
estimates and errors’ on the definition of material- (annual periods beginning on or after 1 January 2020)
These amendments to IAS 1 and IAS 8 and consequential amendments to other IFRSs:
• use a consistent definition of materiality through IFRSs and the Conceptual Framework for Financial Reporting;
• clarify the explanation of the definition of material; and
• incorporate some of the guidance in IAS 1 about immaterial information.
The amended definition is: “Information is material if omitting, misstating or obscuring it could reasonably be
expected to influence decisions that the primary users of general-purpose financial statements make on the basis
of those financial statements, which provide financial information about a specific reporting entity.
Management is in the process of assessing the effect of adopting the standards on the annual financial statements
of the Company.
Amendments to IFRS 9, Financial Instruments, IAS 39, Financial Instruments: Recognition and Measurement and
IFRS 7, Financial Instruments: Disclosure – Interest rate benchmark reform -
Annual periods beginning on or after 1January 2020(early adoption is permitted)
These amendments provide certain reliefs in connection with interest rate benchmark reform (IBOR). The reliefs
relate to hedge accounting and have the effect that IBOR should not generally cause hedge accounting to terminate.
However, any hedge ineffectiveness should continue to be recorded in the income statement.
Management is in the process of assessing the effect of adopting the standards on the annual financial statements
of the Company.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 127
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
2. Summary of significant accounting policies (continued)
b) Transition disclosures
This note explains the impact of the adoption of IFRS 16 - Leases on the Company’s annual financial statements.
The Company adopted the simplified approach where the ROU was assumed to be equal to the lease liability for the
remaining future lease payments as at 1 January 2019. Because the Company has minimal leasing arrangements, the
resulting ROU and lease liability of USD364,463 on office space was deemed immaterial and was not recognised.
Accordingly, the Company has disclosed the leasing cost of low-value assets as expenses per Note 7.
The Company is licensed to provide transmission, distribution, generation and supply of electricity. The Company’s
policy is to recognise revenue from a contract when it has been approved by both parties. The Company has approved
PSA and, as and when required, the Company signs contracts with mining houses for the maintenance of substations
as well as engineering supervision services during the construction of dedicated power supply infrastructure.
• Capacity charges (local electricity sales): The maximum electric demand load by a customer in a given period.
• Energy charges (local electricity sales): Transferred series of units of power in a given period.
• Wheeling: Transportation of electric energy from within an electrical grid to an electrical load outside the grid
boundaries.
• Power trading: The purchasing and selling of power between participants in the energy industry.
The Company has determined that there are three performance obligations in the contracts with customers as
outlined below:
• Sale of electricity: The service relates to the transmission and distribution of electrical energy and maximum
demand load (capacity) to the customers in a given period.
• Maintenance services: The Company provides customers with regularly scheduled maintenance services on
substations where required. There were no running contracts of this nature at end of year.
• Engineering service fees: The Company is subcontracted to provide engineering supervision services to the
mining houses on construction of dedicated power supply infrastructure. There were no running contracts of
this nature at end of year.
Satisfaction of the promise to provide power involves the transfer of a series of units of power across the life of the
arrangement. It is anticipated that power consumption will remain relatively constant over the life of the arrangement.
Satisfaction of the promise to provide maintenance and engineering services involves provision of these services
daily across the life of the arrangement. It is not anticipated that these services will be provided on an infrequent basis
(e.g. seasonally).
128 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
2. Summary of significant accounting policies (continued)
The Company has therefore determined that the identified performance obligations are a series of distinct services
that are substantially the same and that have the same pattern of transfer to the customer.
The Company determines the transaction price at contract inception and considers the effects of:
• Variable consideration: The contractual price for power supply over the term of the contracts varies as it is
subjected to price indexation based on indices obtained from the US Bureau of Labor Statistics. The Company
has determined that contracts with stated but changing prices for a fixed quantity of services do not qualify
as variable consideration as the indexation is considered to relate to individual service periods of series
performance obligations and are therefore recognised in the future periods in which they arise rather than when
estimating the transaction price at contract inception.
• The existence of significant financing components: The Company enters into Connection Agreements (CAs)
with mainly mine customers where substation infrastructure is acquired based on deferred payment terms.
The consideration is variable/contingent as payment to the customer is conditional on meeting the pre-agreed
minimum demand load (capacity). In accordance with IFRS 15, management has determined that a significant
financing component does not exist as a substantial amount of the consideration promised by the Company is
variable and the amount or timing of that consideration varies on the basis of the occurrence or non-occurrence
of a future event (pre-agreed minimum demand load) that is not substantially within the control of the Company
or the customer supplying the substation infrastructure.
The Company has invested in Power Control Rooms which operate throughout the year to ensure a steady supply
of a smooth voltage curve waveform and frequency to the customers. Therefore, management has determined
that factors that impact the occurrence or non-occurrence of a future event (pre-agreed minimum demand
load) does not relate to the quality of power but to such factors as ore grade, underground water, country wide
power deficits, copper prices, employee strikes and type of equipment used which are not substantially within
the control of the Company or the customer supplying the substation infrastructure.
As the consideration payable to a customer is a payment for a distinct good, being substation infrastructure, the
Company accounts for the purchase of the substation infrastructure in the same way that it accounts for other
purchases from suppliers.
At the date of contract inception, the Company determines the stand-alone selling prices of the performance
obligations using a combination of data on observable prices from comparable arrangements, supplemented by the
cost plus a margin approach. The Company allocates the transaction price to these performance obligations on a
relative stand-alone selling price.
Revenue is recognised over-time as the customer simultaneously receives and consumes the benefits provided by
the Company’s performance over the contract period. The Company recognises revenue in the amount to which it
has a right to invoice based on services provided.
Contract assets primarily relate to the Company’s right to consideration for the work completed but not billed at the
reporting date on the customer contracts. The Company had no contract assets as at year end. Contract liabilities
primarily relate to the advance consideration received from the customer for which revenue is recognised when the
goods and services are provided.
d) Other income
Interest is recognised on a time-proportion basis using the effective interest rate method and
included in finance income.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 129
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
2. Summary of significant accounting policies (continued)
Items included in the annual financial statements are measured using the currency of the primary economic
environment in which the entity operates (‘the functional currency’). The annual financial statements are
presented in USD which is the Company’s functional currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions or valuations where items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in
profit or loss within ‘finance income or cost’. All other foreign exchange gains and losses are presented in profit or
loss within ‘other income or expenses’.
All items of property, plant and equipment are initially recognised at cost and subsequently shown at fair value,
based on valuations by external independent valuers, less accumulated depreciation. Valuations are performed with
sufficient regularity to ensure that the fair value does not differ materially from its carrying amount. Any accumulated
depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset and the net
amount is restated to the revalued amount of the asset.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Company and the cost of
the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and
maintenance are charged to profit or loss during the financial period in which they are incurred.
Increases in the carrying amount arising on revaluation of property, plant and equipment are credited to other
comprehensive income and shown as revaluation reserve in equity. Decreases that offset previous increases of
the same asset are charged in other comprehensive income and debited against the revaluation reserve, all other
decreases are charged to profit or loss. Each year the difference between depreciation based on the revalued carrying
amount of the assets (the depreciation charged to profit or loss) and depreciation based on the asset’s original cost
is transferred from the revaluation reserve to retained earnings.
Depreciation on assets is calculated using the straight-line method to allocate their cost or revalued amounts to their
residual values over their estimated useful lives, as follows:
Capital work in progress, which represents additions to property, plant and equipment that have not yet been brought
into use, is not depreciated. Additions are transferred into the above depreciable asset classes once they are brought
into use.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting
period.
130 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NOTES TO
• ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
2. Summary of significant accounting policies (continued)
Assets that are subject to depreciation and amortisation are reviewed for impairment whenever events or changes
in circumstances indicate that the full carrying amount may not be recoverable. The determination of whether an
asset is impaired requires significant management judgment and, amongst others, the following factors will be
considered: duration and extent to which the fair value of the assets is less than its cost; industry, geographical and
sector performance; changes in regional economies and operational and financing cash flows.
Where the carrying value of an asset exceeds its estimated recoverable amount, the carrying value is impaired
and the asset is written down to its recoverable amount. The recoverable amount is calculated as the higher of the
asset’s fair value less cost to sell and the value in use. These calculations are prepared based on management’s
assumptions and estimates such as forecasted cash flows; management budgets and industry, regional and
geographical operational and financial outlooks. For the purpose of impairment testing the assets are allocated to
cash-generating units (CGUs) or a group of CGUs. CGUs are the lowest levels for which separately identifiable cash
flows can be determined. The related impairment expense is charged to the statement of comprehensive income as
expenditure of a capital nature.
The Company assesses at each reporting date whether there is any indication that an impairment loss recognised
in prior periods for an asset other than goodwill may no longer exist or may have decreased. If any such indication
exists, the Company will immediately recognise the reversal as income of a capital nature in the statement of
comprehensive income. An impairment loss recognised for goodwill shall not be reversed in a subsequent period.
h) Investment in subsidiaries
Subsidiaries are all entities (including structured entities) over which the Company has control. The Company
controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries
are fully recognised from the date on which control is transferred to the Company. They are derecognised from the
date that control ceases.
Intergroup transactions, balances and unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred
asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Company.
The Company’s policy for business combinations under common control is to apply the predecessor method of
accounting. Under the principles of predecessor accounting, the Company incorporates the predecessor carrying
values of assets and liabilities at the acquisition date. No new goodwill arises in predecessor accounting. The
difference between the purchase consideration and the net assets acquired is recognised in ‘other reserve’ in equity.
i) Leases
Lease accounting
The Company recognises a lease liability reflecting future lease payments and a ‘right-of-use asset’ for virtually all
lease contracts. There are recognition exemptions for short-term leases and leases of low-value items.
Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations,
net of finance charges, are included in other long-term payables. The interest element of the finance cost is
charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. As at year end, all leases were immaterial and not recognised.
Lessor accounting
The Company applies its principal accounting policies for leases to account for IRU arrangements which
constitute or contain leases. All other IRU arrangements that do not constitute or contain leases are treated as
service level agreements; the costs are expensed as incurred. The IRU assets are amortised on a straight-line
basis to write off the cost of assets over their contract period. Where payment has been received in advance from
the customer, the amount is recognised as deferred income and amortised over the period of the contract period
as the Company is a lessor on IRU.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 131
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
2. Summary of significant accounting policies (continued)
j) Inventory
Inventories are stated at the lower of cost and net realisable value. Costs of purchased inventory are determined after
deducting rebates and discounts, and include purchase cost, freight, insurance and non-claimable taxes. Costs are
assigned to individual items of inventory on the basis of weighted average costs. Net realisable value is the estimated
selling price in the ordinary course of business, less applicable variable selling expenses.
k) Trade receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. If
collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified
as current assets. If not, they are presented as non-current assets. Trade receivables are recognised at amortised
cost less provision for impairment.
Other current assets include prepayments which are amounts paid in advance during the accounting period for an
underlying asset that will be consumed in a future period. When the asset is used or consumed, the prepayments are
amortised, and costs are recognised in operating expenses. Prepayments are stated at their nominal values in the
financial statements.
Cash and cash equivalents comprise cash on hand, deposits held on call and investments in money market
instruments, net of bank overdrafts, all of which are available for use by the Company. Bank overdrafts are included
within current liabilities on the statement of financial position, unless the Company has a legally enforceable right
to set off the amounts and intends to settle on a net basis or realise the asset and settle the liability simultaneously.
n) Financial instruments
Financial instruments comprise trade and other receivables (excluding prepayments), cash and cash equivalents,
borrowings, customer variable payables, derivatives and trade and other payables.
Financial assets and liabilities are recognised in the Company’s statement of financial position when the Company
becomes a party to the contractual provisions of the instruments.
All financial assets and liabilities are initially measured at fair value, including transaction costs except for those
classified as at fair value through profit or loss which are initially measured at fair value, excluding transaction costs.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through
profit or loss are recognised immediately in profit or loss. Financial assets are recognised (derecognised) on the date
the Company commits to purchase (sell) the instruments (trade date accounting).
Financial assets and liabilities are classified as current if expected to be realised or settled within 12 months; if not,
they are classified as non-current.
Offsetting of financial assets and liabilities is applied when there is a legally enforceable right to offset the recognised
amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
The net amount is reported in the statement of financial position.
132 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
2. Summary of significant accounting policies (continued)
The Company classifies financial assets on initial recognition as measured at amortised cost, or fair value through
profit or loss on the basis of the Company’s business model for managing the financial asset and the cash flow
characteristics of the financial asset. The Company classifies its financial instruments into the following categories.
Amortised cost
The asset is held within a business model with the objective to collect the contractual cash flows; and the contractual
terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
outstanding.
Financial assets are not reclassified unless the Company changes its business model. In rare circumstances where
the Company does change its business model, reclassifications are done prospectively from the date that the
Company changes its business model.
Financial liabilities are classified as measured at amortised costs except for those derivative liabilities that are
measured at fair value through profit and loss.
Subsequent measurement
Financial assets at fair value through profit and loss: These financial assets are subsequently measured at fair value
and changes therein (including any interest or dividend income) are recognised in profit or loss.
Financial assets at amortised cost: These financial assets are subsequently measured at amortised cost using
the effective interest method, less any impairment losses. Interest income, foreign exchange gains and losses and
impairments are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Financial liabilities comprise trade and other payables, borrowings, customer variable payables, derivative liabilities
and other non-current liabilities (excluding provisions). All financial liabilities, excluding derivative liabilities, are
subsequently measured at amortised cost using the effective interest method. Derivative liabilities are subsequently
measured at fair value with changes therein recognised in profit or loss.
De-recognition
Financial assets are derecognised when the rights to receive cash flows from the assets have expired or have been
transferred and the Company has transferred substantially all risks and rewards of ownership. Financial liabilities are
derecognised when the obligations specified in the contracts are discharged, cancelled or expires.
Substantial modification
A substantial modification of the terms of an existing debt instrument or part of it is accounted for as an extinguishment
of the original debt instrument and the recognition of a new debt instrument. Substantial modification (continued).
Gains or losses arising from the modification of the terms of a debt instrument are recognised immediately in profit
or loss where the modification does not result in the derecognition of the existing instrument.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 133
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
2. Summary of significant accounting policies (continued)
Impairment
Under IFRS 9 the Company calculates allowance for credit losses as ECLs for financial assets measured at amortised
cost and contract assets. ECLs are a probability weighted estimate of credit losses. Credit losses are measured as
the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with
the contract and the cash flows that the Company expects to receive). ECLs are discounted at the original effective
interest rate of the financial asset.
The Company applies the simplified approach to determine the ECL for trade receivables and contract assets. This
results in calculating lifetime ECLs for trade receivables and contract assets. ECL for trade receivables and contract
assets is calculated using a provision matrix. Refer to note 4(b) for more detail about ECL and how this is calculated.
o) Employee benefits
All local employees below 60 years are registered with the statutory defined contribution pension scheme. A
defined contribution scheme is a pension plan under which the Company pays fixed contributions into a separate
entity (a fund) and will have no legal or constructive obligations to pay further contributions if the fund does not
hold sufficient assets to pay all employees’ benefits relating to employee service in the current and prior periods.
For the defined contribution scheme, the Company makes mandatory contributions to the National Pension
Scheme Authority. These contributions constitute net periodic costs and are charged to the profit or loss as
part of staff costs in the year to which they relate. The Company has no further obligation once the contributions
have been paid.
Secondly, there is a defined benefit pension scheme, the assets of which are held in a separate trustee-
administered fund. The pension scheme is funded by contributions to the pension scheme. The contributions
by the Company are charged to the profit or loss in the period in which the contributions relate. The Company
contributes 10.7% and the employees 5% of the employee’s basic salary towards the scheme.
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the
related service is provided.
A liability is recognised for the amount expected to be paid under short-term cash bonuses or profit-sharing
plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employees and the obligation can be estimated reliably.
The expected costs of providing post-retirement benefits under defined benefits arrangements relating to
employees’ service during the period are charged to profit or loss. Any actuarial assumptions are recognized
immediately in other comprehensive income. In all cases, the pension costs are assessed in accordance with
the advice of independent qualified actuaries but require the exercise of significant judgments in relation to
assumptions for future salary and pension increases, long term price inflation and investment returns. While
management believes the assumptions used are appropriate, a change in assumptions would impact the
earnings of the Company.
134 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
2. Summary of significant accounting policies (continued)
p) Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or
less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method.
q) Capital grants
Capital grants are recognised at their fair value where there is a reasonable assurance that the grant will be received,
and the Company will comply with all attached conditions. Grants relating to costs are deferred and recognised in the
income statement over the period necessary to match them with the costs that they are intended to compensate.
Grants relating to property, plant and equipment are included in non-current liabilities as deferred government
grants and are credited to the income statement on a straight- line basis over the expected lives of the related assets.
Grants that compensate the Company for expenses incurred are recognised in profit or loss on a systematic basis in
the periods in which the expenses are recognised.
r) Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are issued at market
rate and subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs)
and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest
method. Borrowings issued at rates other than the market rate are subsequently carried at fair value; unwinding of
the fair value is recognised as interest expense under finance cost
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that
it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down
occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee
is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.
s) Borrowings costs
Borrowing costs attributable to the construction or production of a qualifying asset are capitalized as part of the cost
of the asset until such time as the asset is substantially complete and ready for its intended use or sale. Where funds
have been borrowed specifically to finance an asset, the amount capitalized is the actual borrowing costs incurred.
Where the funds used to finance an asset form part of general borrowings, the amount capitalized is calculated using
a weighted average of rates applicable to relevant general borrowings of the Company during the period.
In line with international regulatory and tariff setting principles, as well as ensuring the Company applies an
appropriate risk allocation to support the generic growth of its customers, the Company has adopted a methodology
that allocates a significant portion of the risk to the customer driving the capital expenditure.
As a result of the generic growth of its customers which in turn necessitates additional power requirements, the
Company enters into Connection Agreements (CAs) with its customers. The respective CAs provide for the customer
to fund most of the capital expenditure required in the construction of the substation infrastructure assets, which
costs are then deemed refundable in instalments over the CA period
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NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
2. Summary of significant accounting policies (continued)
conditional on the customer meeting the pre-agreed minimum power capacity in the contract. Based on past
transactions CAs periods range from 3-16 years. The period is driven by the value, risk and complexity of the
substation infrastructure assets being constructed. Where the customer does not meet the milestones (capacity),
the pre-agreed liability payable in that particular year is recognised in profit or loss as other income.
In line with international regulatory and tariff setting principles, as well as ensuring the Company applies an
appropriate risk allocation to support the generic growth of its customers, the Company has adopted a methodology
that allocates a significant portion of the risk to the customer driving the capital expenditure.
Per the terms of the CA, the substation infrastructure assets automatically vest in the Company with effect from
the date that the Company’s engineer issues a ‘taking over certificate’ in respect of these assets. In addition, the
customer transferring the substation infrastructure warrants that the assets will vest in the Company so that CEC
holds with good faith and beneficial title free from any claim, charge, lien, encumbrance, equity or third-party right
and with all rights attached to the assets.
Furthermore, the customer transferring the assets pays the same tariffs for the ongoing access to power as those
that do not.
The construction of the assets is performed by a third-party contractor and the customer is responsible for all sums
due and payable to the contractor. The Company engineers only provide supervisory services to ensure the assets
constructed are in accordance with acceptable standards.
Where the future repayments (undiscounted) payable to the mine customer are less than the cost incurred in
constructing the asset, the CA states that this differential is to be treated as a capital contribution from the mine
customer and is not recoverable.
In Power and energy industry, the demand from customers for new or expanded connection drives a significant part
of network investment Where a customer is not close to an existing network, or the network is already fully used and
new capacity is required, the cost of extending the network may be high. Further scheduled maintenance and repairs
expenses of substation infrastructure can be high and would not be recovered solely based on the regulated tariff.
In effect, capital contributions are a form of network price, which is paid up front rather than over time to ensure
that the tariffs charged is cost reflective and is not borne by customers who have not asked for additional capacity.
In practice, the Company requires capital contributions from all new customers and existing customer who require
additional capacity. The capital contributions are recognised in deferred income and amortised over the service
period. The service period is dependent on the validity of the PSA in place with a customer as where the constructed
asset is fully depreciated, the Company replaces the components and continues to provide ongoing excess to power
to the customer until the PSA expires.
As the arrangement relate to an outright purchase of items of property, plant and equipment based on variable or
contingent pricing, the Company has adopted the financial liability model, where the liabilities are initially measured
at fair value based on the present value of the future payments, with a corresponding entry to the assets. The liability
is subsequently measured at amortised cost with remeasurement changes in the cash flows at each reporting period
recognised in profit or loss.
136 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
2. Summary of significant accounting policies (continued)
u) Income tax
The tax expense for the period comprises current and deferred income tax. Tax is recognised in profit or loss, except
to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the
tax is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of the tax enacted at the reporting date. The Directors
periodically evaluate positions taken in tax returns with respect to situations in which applicable tax regulation
is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be
paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements.
However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the transaction affects neither accounting
nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted
or substantively enacted at the reporting date and are expected to apply when the related deferred income tax
asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to
the extent that it is probable that future taxable profits will be available against which the temporary differences
can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes
levied by the same taxation authority on either the same taxable entity or different taxable entities where there is
an intention to settle the balances on a net basis.
The Company presents basic and diluted earnings per share data for its ordinary shares. Basic EPS is calculated by
dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of
ordinary shares outstanding during the period. Diluted EPS is determined by dividing the profit or loss attributable to
ordinary shareholders and the weighted average number of ordinary shares outstanding adjusted for the effects of
all dilutive potential ordinary shares, which comprise convertible redeemable accumulative preferred stock.
Derivatives are only used for economic hedging purposes and not as speculative investments. However, where
derivatives do not meet the hedging criteria, they are classified as ‘held for trading’ for accounting purposes. The
Company has interest swap agreements to hedge against the floating portion of the interest charged on the bank
borrowings.
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2. Summary of significant accounting policies (continued)
Classification of derivatives
Derivatives are classified as held for trading and accounted for at fair value through profit or loss unless they are
designated as hedges. They are presented as current assets or liabilities if they are expected to be settled within 12
months after the end of the reporting period.
For information about the methods and assumptions used in determining the fair value of derivatives please refer
to note 3.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
experience of future events that are believed to be reasonable under the circumstances. The Company makes estimates
and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related
actual results.
The estimates and assumptions that have significant risk causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are addressed below:
The continued overcapacity on the connection assets/substations which result in the release of contingent
consideration on account of the mine customers’ failure to meet the minimum capacity level (power consumption)
has led to a risk that the assets may be impaired. The determination of recoverable amount, being the higher of fair
value less costs to sell and value in use, requires judgement on the part of management. Recoverable amounts are
based on management’s view of variables such as future tariffs, revenues and costs, timing and level of future capital
expenditure by the Company and the most appropriate discount rate. As at year end, the recoverable amount was
greater than its carrying value and no impairment was recognised.
Per the accounting policy in note 2 (q), capital contributions from customers on acquired substation infrastructure
refers to the excess of fair value of constructed asset and agreed price. Management has determined that capital
contributions is non-cash consideration under IFRS 15 received from a customer for future ongoing access to power
supply because scheduled maintenance and repair expenses of substation infrastructure can be high and would not
be recovered solely based on the regulated tariff. In effect, capital contributions are a form of network price, which is
paid up front rather than over time to ensure that the tariffs charged is cost reflective and is not borne by customers
who have not asked for additional capacity.
As disclosed in note 4 (b), the Company applies the Simplified Approach to assess and measure ECLs for financial
assets that are not measured at fair value through profit or loss: It involves the calculation of the loss rates derived
using the Company’s own historical credit loss experience. The Loss rates are then adjusted for forward-looking
information. The adjusted loss rates are applied to aged debtors by category. The information is evaluated for its
appropriateness in light of market changes so as to remain relevant and provide valid assessment results to the
Company.
138 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
3. Critical accounting estimates and judgements (continued)
Significant judgement is required in determining the fair value of derivative financial instruments. The Company
currently has interest rate swaps derivatives. The specific valuation techniques used to value financial instruments
involves calculation of the present value of the estimated future cash flows based on observable yield curves.
The Company’s activities expose it to a variety of financial risks: market risk (including currency risk and cash flow interest
rate risk), credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability
of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.
Risk management is carried out by the treasury department (Company treasury) under policies approved by the Board
of Directors. Company treasury identifies, evaluates and hedges financial risks in close co-operation with the Company’s
operating units. The board provides written principles for overall risk management, as well as written policies covering
specific areas, such as foreign exchange risk, interest rate risk, and credit risk, use of derivative financial instruments and
non-derivative financial instruments, and investment of excess liquidity.
a) Market risk
The Company is exposed to foreign currency risk arising from various currency exposures, primarily with respect
to the Kwacha. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities.
Management has set up a policy to require the Company to manage its foreign exchange risk against its functional
currency. To manage their foreign exchange risk arising from recognised assets and liabilities, the Company holds
bank balances in the relevant foreign currencies. Foreign exchange risk arises when future recognised assets or
liabilities are denominated in a currency that is not the entity’s functional currency.
Sensitivity
At 31 December 2019, if the Kwacha had weakened/strengthened by 20% (2018: 10%) against the US dollar with
all other variables held constant, pre-tax profit and shareholders’ equity for the Company would have been USD5.1
million (2018: USD2.3 million) lower/higher, mainly as a result of the Kwacha receivables, payables and bank
balances.
(ii) Price risk
The Company does not hold any financial instruments subject to price risk. (2018: Nil)
The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the
Company to cash flow interest rate risk. Generally, the Company enters into long-term borrowings at floating
rates and swaps them into fixed rates that are lower than those available if the Company borrowed at fixed rates
directly.
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NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
4. Financial risk management objectives and policies (continued)
The Company analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking
into consideration refinancing, renewal of existing positions, alternative financing. Based on these scenarios,
the company calculates the impact on profit or loss of a defined interest rate shift. For each simulation, the
same interest rate shift is used for all currencies. The scenarios are run only for liabilities that represent the
major interest-bearing positions
At 31 December 2019, an increase/decrease of 1% in denominated borrowings (2018: 1%) would have resulted in
an increase/decrease in pre-tax profit and shareholders’ equity of USD41,000 (2018: USD27,000).
b) Credit risk
Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit
exposure to customers, including outstanding receivables.
Risk management
The Company’s credit controller assesses the credit quality of each customer, taking into account its financial
position, past experience and other factors. Individual risk limits are set based on internal or external ratings in
accordance with limits set by the Board. The utilisation of credit limits is regularly monitored. The compliance with
credit limits by customers is regularly monitored by line management.
For cash and cash equivalent balances, the Company’s exposure and credit ratings of counterparties are regularly
monitored, and the aggregate value of transactions spread amongst approved financial institutions. The Company
actively seeks to limit the amount of credit exposure to any one financial institution and credit exposure is controlled
by counterparty limits that are reviewed and approved by the Company Treasury. For banks and financial institutions,
only independently rated parties with a minimum rating of ‘A’ for international and regional banks with a local
presence are accepted.
Security
No collateral is obtained as security for trade and other receivables. Instead, the Company requests for advance
payments where necessary to reduce credit risk on some customers.
The Company applies the Simplified Approach to assess and measure ECLs for cash and cash equivalents, financial
instruments at amortised costs and contract assets.The simplified approach entails recognising the ECL on the
lifetime of the balance due to the Company.It involves the calculation of the loss rates to categories of the third
parties that is then applied to the balance. The categorization is done both per unique characteristics and time the
balances are outstanding.
The loss rates will be derived using the Company’s own historical credit loss experience and adjust them for both
current and forward-looking information. The information is evaluated for its appropriateness in light of market
changes so as to remain relevant and provide valid assessments results. Time buckets should be selected to calculate
ECL using the provision matrix.
140 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
4. Financial risk management objectives and policies Continued)
The use of the provision matrix is based on the premise that the available historical data to track the performance
of all the trade debtors evaluated is based on their relationship with the relevant macro-economic factors. These
macro-economic factors include Copper prices, GDP and inflation. This is in line with the accounting policy which
provides for credit loss allowance on trade receivable balances in the following time buckets, 0-45 days, 46-60 days,
61-80 days and over 81 days.
After 90 days, a bad debt provision of the full amount is made for any debt amounts that have been outstanding. The
above measures make it very unlikely to have the mining customers defaulting on payment.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no
reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan
with the Company, and a failure to make contractual payments for a period of greater than 120 days past due.
Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent
recoveries of amounts previously written off are credited against the same line item.
While cash and cash equivalents and other receivables are also subject to the impairment requirements of IFRS 9,
the identified impairment loss was insignificant. There were no changes in the estimation techniques or significant
assumptions made during the reporting period.
The amount that best represents the Company’s maximum exposure to credit risk is the carrying value of its financial
assets as presented in the statement of financial position.
On that basis, the loss allowance as at 31 December 2019 was determined as follows:
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an
adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due
to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining
availability under committed credit lines.
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NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
4. Financial risk management objectives and policies Continued)
Management monitors rolling forecasts of the Company’s liquidity reserve (comprising the undrawn borrowing
facilities and cash and cash equivalents on the basis of expected cash flows). This is generally carried out at Company
level in accordance with practice and limits set by the Company.
In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and
considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against
internal and external regulatory requirements and maintaining debt financing plans.
The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their
contractual maturities for:
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying balances as the impact of discounting is not significant.
At 31 December 2019
At 31 December 2018:
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
4. Financial risk management objectives and policies Continued)
d) Capital management
Risk management
The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order
to provide returns for the shareholders and to maintain an optimal capital structure to reduce the cost of capital.
To maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders,
issue new capital or sell assets to reduce debt.
The Company monitors capital based on the gearing ratio. This ratio is calculated as net debt divided by total capital.
Net debt is calculated as total borrowings less cash and cash equivalents.
Total capital is calculated as equity plus net debt.
During 2019 the Company’s strategy was to maintain a gearing ratio of 30% (2018: 30%). The gearing ratios at 31
December 2019 and 31 December 2018 were nil as the Company had more cash than borrowings.
e) Fair value
The different levels in assessing the input used in determining the fair value have been defined as follows:
• Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. This level includes listed
equity securities and debt instruments on exchanges
• Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices).
• Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
All the derivative financial instruments fall within Level 2. The most significant inputs, such as interest rate movements
and discount rates, into valuation model of derivative financial instruments are observable
2019 2018
6. Other income/(expenses)
The following items have been charged in arriving at profit before income
tax:
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
2019 2018
Finance income:
Interest income on overdue debtors 4,611 4,567
Interest income on bank deposits 708 636
5,319 5,203
Finance costs:
Interest expense on overdue bills (1,730) -
Interests expense on borrowings (Note 18) (4,689) (7,081)
Unwinding of discount on customer variable payables (Note 19) (1,478) (2,100)
Fair value losses on interest swap (Note 23) (1,682) -
Other bank charges (590) -
(10,169) (9,181)
Net finance costs (4,850) (3,978)
The tax on the Company’ profit before income tax differs from the theoretical amount that would arise using the
statutory income tax rate as follows:
Tax calculated at the statutory income tax rate of 35% (2018: 35) 4,383 31,644
As at 31 December 2017
Cost or fair value 33,397 331,271 51,454 2,938 3,430 51,436 473,926
Accumulated depreciation (1,340) (21,441) (11,843) (1,055) (714) - (36,393)
Net book value 32,057 309,830 39,611 1,883 2,716 51,436 437,533
Included in capital work in progress are the development costs incurred towards the early construction works of a power
station at the Kabompo Hydro Power project site. A total of USD34.7 million has been incurred to 31 December 2019.
The register showing the details of property as required by section 30 of the Zambia Companies Act is available during the
business hours at the registered office of the Company. All property, plant and equipment have been offered as security
against borrowings up to the maximum of the carrying amount of the loans.
146 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
As at 31 December 2018
Cost or fair value 39,337 337,612 55,577 3,804 4,373 55,686 496,389
Accumulated depreciation (2,128) (34,208) (15,345) (1,239) (1,502) - (54,422)
Net book value 37,209 303,404 40,232 2,565 2,871 55,686 441,967
Included in capital work in progress are the development costs incurred towards the early construction works of a power
station at the Kabompo Hydro Power project site. A total of USD34.690 million has been incurred to 31 December 2019.
The register showing the details of property as required by section 30 of the Zambia Companies Act is available during the
business hours at the registered office of the Company.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 147
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
2019 2018
13. Inventories
During the year, inventory expensed in cost of sales amounted to USD4,577 (2018: USD5,809).
At start of year 93 -
Charge for the year 55,335 93
At end of year 55,428 93
Of the impairment charge of USD55 million, USD46 million relates to impairment of the KCM debt arising from non-
payment of debt following the commencement of the liquidation proceedings of KCM by ZCCM-IH, a company
shareholder.
Due to the short-term nature of current receivables, their carrying amount are considered to be same as their fair value.
148 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
Issued
Ordinary shares – Paid up 2,315 2,315
Ordinary shares – Unpaid 534 534
Special share - -
Share premium
Ordinary shares 60,078 60,078
The total authorised number of ordinary shares is 20,000,000 with a par value of K1 per share. The special share
relates to a golden share held by the Government of the Republic of Zambia. The value of shares was converted to
USD at a historical rate of K7.02.
The share premium relates to the excess amounts paid by the shareholders on the issue of share capital net of
pre-incorporation costs.
Items of property, plant and equipment are recognised at fair value based on periodic, but at least triennial, valua-
tions by external independent valuers, less subsequent depreciation. The fair value of property, plant and equipment
was revalued on 31 December 2017 by Sherwood Greene an external, independent valuer. Property, plant and equip-
ment are revalued every 3 years as per the Company’s revaluation policy and the reserves are non-distributable to
the shareholders.
2019 2018
In 2014, the Company accessed a syndicated facility of USD120 million from Commercial Lenders (CL) and the
Development Finance Institutions (DFI) and was led by Standard Bank.
The CL comprised of Stanbic Bank Zambia Limited, Standard Chartered Bank and Citibank International Plc. The CL
tranche bore interest of 3 months LIBOR plus a margin of 5.25% and was fully repaid on 15 March 2019.
The DFI tranche comprises Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (FMO), Deutsche
Investitions-Und Entwicklungsgesellschaft Mbh (DEG), Société De Promotion Et De Participation Pour La Coopération
(Proparco) bears interest of 3 months LIBOR, plus a margin of 5.75% for the first 84 months and 6.5% thereafter. During
the year the effective interest was 8.84% (2018: 8.71%).
As at year end, the outstanding balance was USD 53 million (2018: USD 60 million) The loan matures in March 2026.The
syndicated facility is secured on a fixed and floating charge over the Company’s items of property, plant and equipment.
2019 2018
Non-current portion 22,188 19,652
Current portion 2,341 2,027
24,529 21,679
(i) KCM
The KCM long term payable relates to the connection agreement entered into to expand the transmission and
substation infrastructure to support the Konkola Deep Mining Project (KDMP). At initial recognition, a variable or
contingent consideration of USD24 million was recognised in 2015 for the outright acquisition of network assets valued
at USD43 million (inclusive of capital contributions. During the year, the pre-agreed milestones were not achieved by
KCM. Accordingly, the pre-agreed contingent liability of USD3 million payable to KCM for the year was released to
profit or loss. The long-term payable matures in 2031 and is unsecured. As at year end, the outstanding balance due
to KCM amounted to USD18 million.
150 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
.
19. Customer variable payables (continued)
ii) MCM
The MCM long term payable relates to the funding injected in the construction of the network assets to support
the Mopani Synclinorium project and Mindola Expansion Project). At initial recognition, a variable or contingent
consideration of USD4.6 million was recognised in 2015 for the outright acquisition of Network assets valued at USD1.5
million (inclusive of capital contributions). For the year ended 31 December 2019, the pre-agreed milestones were
not achieved by MCM. Accordingly, the pre-agreed contingent liability of USD0.4 payable to MCM for the year was
released to profit or loss. The long-term payable matures in 2020 and is unsecured.
During the year, the network assets at the Mindola project were commissioned on 31 December 2019 under MCM.
Accordingly, at initial recognition, a variable or contingent consideration of USD1.4 million was recognised for the
outright acquisition of network assets valued at USD4.4 million (inclusive of capital contributions). The long-term
payable matures in 2024 and is unsecured.
As at year end, the outstanding balance due to MCM amounted to USD2.7 million.
iii) NFCA
The NFCA long term payable relates to the funds used in the construction of network assets primarily the transmission
line and auxiliary assets in support of the expansion projects to support the South East Orebody site for NFCA.
The assets were commissioned on 31 December 2019. Accordingly, at initial recognition, a variable or contingent
consideration of USD3.4 million was recognised for the outright acquisition of network assets valued at USD11 million
(inclusive of NFCA capital contributions). The long-term payable matures in 2026 and is unsecured.
2019 2018
Present value of unfunded obligation 1,208 2,911
The Company awards terminal benefits to its employees upon retirement in addition to the retirement benefit received
from the CEC Pension Trust Scheme. The benefits are payable depending on date of joining the Company as well as
seniority.
This scheme is unfunded, and the employer only pays a benefit upon retirement of an individual qualifying for the
benefit. The regulator, Pensions and Insurance Authority, does not regulate gratuity schemes such as this one. However,
companies that provide an additional and separate unfunded gratuity in their annual financial statements should operate
within the governing covenants and agreements with employee representative bodies. Taxation of this scheme falls under
the framework and administration of this arrangement, including decisions as to whether to prefund the benefit costs, or
amend the arrangement design.
The Company’s accrued liability in respect of each employee is the present value of the benefits in respect of service
completed to the valuation date but based on projected earnings to retirement or date of payment. The total accrued
liability (or the required provision) at the valuation date is a summation of the accrued liability in respect of each employee.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 151
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
Key risks
The plan liabilities are calculated using a discount rate set with reference to Zambian government bond yields. A decrease
in government bond yields will increase the plan liabilities. Moreover, there are no plan assets invested in government
bonds, hence a change in government bond yield rates may have more impact on the plan if it differs from the employer’s
opportunity cost of benefit provision.
Changes in salaries
The plan benefits are calculated with reference to employees’ salaries. An increase in salaries will increase the plan
liabilities. This risk becomes higher as the expectations of short-term inflation rise increase, due to the weakened strength
of the Zambian Kwacha against other currencies.
Liquidity
The plan is unfunded and therefore there is a risk that resources are not available when needed to pay the benefits that
have become due.
2019 2018
i) Movement in net defined benefit liability
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
20. Employee benefits (continued)
The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).
2019 2018
v) Sensitivity analysis
Reasonably possible changes, at the reporting date, to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation as at 31 December 2019 by the amounts
shown below:
2019 2018
The scheme does not have any assets and therefore benefits are met as they become due. The duration of the
scheme is 12.66 years.
(i) IRU
In 2012, the Company entered into an IRU agreement for the excess capacity on its Telecoms Assets with CEC Liquid
Telecom for a period of 15 years for a consideration of USD9.79 million. The consideration was paid in advance and is
being amortised over 15 years. In April 2018, a new IRU was entered into for additional assets worth USD2.0 million
with a tenor ending aligned to the first IRU.
In 2012, the Company received a capital grant of USD7 million from the Development Bank of Southern Africa (DBSA)
for the construction of a 220kV double circuit transmission line between Zambia and the DRC. DBSA was acting as
an agent of the Common Market for East and Southern Africa, the Eastern African Community and the Southern
African Development Community under the Tripartite Trust Fund. The grant is being amortised over 30 years.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 153
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
Where a customer is not close to an existing network or the network is fully utilised and new capacity is required,
the cost of extending the network may be high and would be an uneconomical investment on the part of the
Company. Further, the cost of maintaining the new substation infrastructure may render the regulated tariffs as
not cost reflective. Therefore, the Company requires customers who require additional capacity to make customer
contributions, which come in form cash or property, plant and equipment. The contributions are included as part of
property, plant and equipment and the credit is recognised in deferred income and amortised over the service period
per the terms of PSA with the customer.
The following shows the movement in deferred income from previous year:
Customer
IRU Capital grant Total
contributions
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
2019 2018
Deferred income tax assets and liabilities and deferred income tax charge/(credit) in the profit or loss are attributable
to the following items:
Charge/ Charge/
At start of Under/(over) At end of
(Credit) in (Credit) in
year provision year
profit or loss Equity
US’000 US’000 US’000 US’000
The deferred tax assets and liabilities have been offset in the statement of financial position as the Company will be
settling the current tax amounts on a net basis and the deferred tax is levied by the same tax authority, the ZRA.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 155
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
In 2018, the Company entered into an interest swap agreement with Citi Bank and Standard Chartered Bank to
hedge against the floating portion of the interest charged on the loans obtained from Commercial Lenders and the
Development Finance Institutions (DFI). The 3-month LIBOR rates were fixed at 3.242% and 3.2% on Citi Bank and
Standard Chartered Bank respectively. The principal and interest repayments are due quarterly. Where the actual
LIBOR rate is below the agreed fixed rate, the Company pays the counterparties and in contrast, the counterparties
pay the Company.
2019 2018
Current portion:
Citi Bank 411 -
Standard Chartered Bank 1,271 -
1,682 -
24. Trade and other payables
Due to the short-term nature of current payables, their carrying amount are considered to be same as their fair
value.
The contract liabilities relate to advance payments received from customers mainly domiciled in the DRC as security
deposits on the power supplied by the Company. Where a customer defaults, the Company utilises the deposits as
payment.
Contract liabilities have reduced by USD13 million from prior year on account of increased utilisation of the customer
prepayments during the year.
156 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
Adjustments for:
Exchange gains on employee benefits (Note 20 (i)) (256) (630)
Current service cost (Note 20 (i)) 461 433
Interest expense on employee benefits (Note 20 (i)) 458 509
Depreciation (Note 11) 20,462 18,045
Interest income (Note 9) (5,319) (5,203)
Interest expense on borrowings (Notes 9) 4,689 7,081
Unwinding of discount on customer variable payables (Note 9) 1,478 2,100
Fair value losses on interest swap rate derivative (Note 9) 1,682 -
Loss on disposal of property, plant and equipment (Note 6) 50 1
Profit on disposal of joint venture - (11,073)
Share of loss on joint venture - 92
Amortisation of deferred income (Note 6) (1,223) (1,137)
Release of variable payable (Note 6) (3,445) (8,645)
In the statement of cash flows, proceeds from sale of property and equipment comprise
2019 2018
Net book amount (Note 11 – Cost of disposals less depreciation) 397 1
Loss on disposal of property and equipment (Note 6) (50) (1)
Proceeds from disposal of property and equipment 347 -
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 157
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
Refer to the Directors report for the number of shares held in the Company.
There are other companies that are related to the Company through common shareholdings and common directorships.
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
There were no outstanding balances from related parties as at year end (2018: Nil).
Key management includes Directors (executive and non-executive) and members of senior management. The
compensation paid or payable to key management for employee services is shown below:
2019 2018
28. Commitments
i) Capital commitments
The Company’s capital commitments authorised and contracted for by the Directors as at 31 December 2019
amounted to USD4 million (2018: USD5 million) mainly for the construction and acquisition of network assets
The Company leases office space under non-cancellable operating lease. The lease terms are for 4 years and the
lease agreements are renewable at the end of the lease period at market rates.
At adoption of IFRS 16 in 2019, the resulting right -of use asset and lease liabilities from the office space lease were
deemed immaterial. This position will be re-assessed at each reporting period. Accordingly, expenses relating to low
value assets accounted for as operating leases per Note 7.
2019 2018
The ERB decided that there should be an adjustment of electricity tariffs increase to ZESCO applicable to all mining
companies with effect from 2 April 2014.
The ERB communicated that the BSA tariffs payable by the Company to ZESCO should be adjusted upward by 28.8%
increase. This effective date for implementation of the adjusted tariff to be 2 April 2014 applicable for the period between
April 2014 to December 2016.
Most of the mines have contested this tariff increase decision and since commenced an action in the High Court by way
of Judicial Review.
In reliance on ERB directive, ZESCO had invoiced the Company on the basis of the new tariffs and the Company, in
turn, invoiced its mining customers on the same basis. However, the Company payments to ZESCO during the period
have been made on the basis that the increase was disputed and that ERB tariff adjustment is not applicable (pending
determination in the High Court).
In the event of the High Court ruling in favour of the ERB, and subject to (i) an amendment of the BSA (ii) receipt of the
amounts owed from the mining houses. In that event, it will be expected that the Company will pay an amount equivalent to
USD225 million (2018: USD225 million) to ZESCO.
Legal proceedings
There were some legal proceedings outstanding against the Company at 31 December 2019. Provisions have not been
made in the annual financial statements in respect of such claims, based on professional advice and management’s best
judgement.
The error has been corrected by restating each of the affected financial statement line items for the prior periods as follows:
As at 1 January 2018
Increase/
1 Jan 2018 Restated 1-Jan-18
(decrease)
Balance sheet (extract)
Property, plant and equipment* 437,533 - 437,533
Deferred income 12,408 2,442 14,850
Revaluation reserve 142,991 19,702 162,693
Retained earnings 137,576 (22,144) 115,432
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
Increase/
31 Dec-18 Restated - 31-Dec-18
(decrease)
*Based on the adopted accounting policy under IAS 16, property, plant and equipment was overstated by USD1.6m in
2017. Management has not restated assets as the balance was deemed immaterial.
**In 2016, the “Day one gain” on customer contributions recognised immediately in profit or loss was taxed. Therefore,
the subsequent amortisation of the deferred income is treated as income not subject to tax in the subsequent years
after restatement.
There was no material impact on the basic and diluted earnings per share in prior years as the restatements were mainly
reclassifications on the statement of financial position
31. Dividends
On 1 February 2019, the Directors of the Company approved the payment of an interim dividend of US Cents 1.9 per ordinary
share, which translates to 22.67 Ngwee (ZMW 0.2267) per share, using the Bank of Zambia mid-rate applicable on the date
of declaration. The dividend was paid to the shareholders registered in the share register of the Company at the close
of business on Friday, 1 March 2019. Dividend payment was effected from Monday, 4 March 2019 amounting to USD30.9
million (2018: USD26.0 million) and withholding tax was appropriately accounted for.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 161
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
The Company and Liquid Telecom held joint control of CEC Liquid Telecom until 16 October 2018 when the Company sold
its shares in CEC Liquid Telecom. CEC Liquid Telecom is engaged in the provision of optic fibre-based telecommunications
products and services. The share of profit of the joint venture has been recognised up until 15 October 2018.
Non-current assets - -
Current assets - -
Non-current liabilities - -
Current liabilities - -
Net assets held for sale - -
Revenue
Profit before tax - 779
Income tax expense - (962)
Loss for the year - (183)
Other comprehensive income - -
Share of loss (50%) for the current year (92)
b) Profit on disposal
On 16 October 2018, a Sale and Purchase Agreement was executed between the Company and Liquid Telecom (the
Company’s Joint venture partner in CEC Liquid Telecom), for the sale of CEC’s equity interest in CEC Liquid Telecom.
Included in profit or loss is a gain on the sale of the shares as tabulated below:
2019 2018
Sales consideration - 33,250
Less: carrying amount property transfer tax - (22,177)
Profit on disposal 11,073
162 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
NOTES TO ANNUAL FINANCIAL STATEMENTS >> FOR THE YEAR ENDED 31 DECEMBER 2019 >> CONT >>
In thousands of USD
The Company did not have a share of the joint venture’s contingent liabilities and share capital (2018: Nil). No dividend
was received from the joint venture (2018: Nil).
The calculation of the basic and diluted earnings per share at 31 December 2019 and 2018 was based on the profit
attributable to ordinary shareholders of USD 13.5million (2018: USD56 million) and weighted average number of ordinary
shares during the year ended 31 December 2019 of 1,625,000,579 (2018: 1,625,000,579).
2019 2018
Weighted average number of ordinary shares (000) at year end 1,625,001 1,625,001
2019 2018
Financial assets at amortised cost
Trade and other receivables (excl. prepayments and VAT) 73,855 85,902
Cash and cash equivalents 77,902 85,791
151,757 171,693
Financial liabilities at amortised cost:
Trade and other payables (excluding statutory liabilities) 109,059 72,988
Borrowings 53,375 59,535
Customer variable payables 24,529 21,679
186,963 154,202
35. Comparatives
Under IAS 1, comparative information must be provided for all amounts reported in the financial statements, except when
a standard provides otherwise. IAS 1 further states that comparative information should also be provided for narrative and
descriptive information when it is relevant to an understanding of the current period’s financial statements.
As disclosed in note 30, where necessary, comparative figures have been adjusted to conform to changes in presentation
in the current period.
i) COVID-19
The existence of novel coronavirus (COVID-19) was confirmed in early 2020 and has spread across mainland China
and beyond, causing disruptions to businesses and economic activity. The Company considers this outbreak to
be a non-adjusting post balance sheet event. As the situation is fluid and rapidly evolving, management does not
consider it practicable to provide a quantitative estimate of the potential impact of this outbreak on the Company.
On 31 March 2020, following failed negotiations between ZESCO and the Company, the BSA terminated by effluxion
of time. The BSA between ZESCO and the Company was entered into on 21 November 1997. It (i) underpinned
the provision of wheeling services on behalf of ZESCO for its non-mining customers on the Copperbelt, and (ii)
anchored the power sourced from ZESCO for onward selling to the mining companies on the Copperbelt.
Despite the BSA having terminated, the Government, through the Ministry of Energy, ZESCO and the Company,
have agreed to continue facilitating an efficient and economic supply of power to the consumers on the Copperbelt.
As a successor agreement is yet to be negotiated and signed, the arrangements are not underpinned by any
agreement”. Following legal advice provided by the Company’s independent lawyers, the Company continues
to follow provisions of the BSA for all services exchanged between ZESCO and the Company until the parties
negotiate and agree a mutually acceptable contract. The impact of this event has been assessed as part of the
Company’s going concern assessment.
On 29 May 2020, the Government, acting through the Ministry of Energy, promulgated SI 57 declaring all of the
Company’s transmission and distribution lines as common carrier. This action was immediately followed on 31 May
2020 by a decision by the ERB declaring an interim transmission tariff for use of the Company’s network, which is
about 30% of the normal Company transmission tariff. The Company’s view on this matter is that the combination
of the actions of the Ministry of Energy and the ERB have the effect of taking away the Company’s property and
commercial rights, which if not redressed, may in the medium term grossly affect the viability of the Company. The
impact of this event has been assessed as part of the Company’s going concern assessment.
164 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
7. SHAREHOLDERS’
INFORMATION
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 165
166 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
A. Call to Order
Call to order, tabling of proxies and announcement concerning quorum in attendance.
Mr. London Mwafulilwa and Dr. Patrick Nkanza will retire at the AGM. The Directors recommend the appointment of
Mr. Mwafulilwa and Dr. Nkanza as Directors in accordance with Article 14.4 of the Articles of Association, to hold office
until the conclusion of the next AGM of the Company at which they will retire.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 167
NOTES
(a) The proceedings of the AGM will be streamed live through Zoom and a telephone call back facility using the details
that will have been be shared with Members after successful registration on the link provided below:
(b) Please note that Members are required to register for the AGM in advance of the meeting on the link provided in (a)
above.
(c) To register for the AGM, a Member must have a working email and an active cell phone number.
(d) The window for registration for the AGM shall be open on Wednesday, 9th September 2020 and automatically close
at the commencement of the AGM on Wednesday, 30th September 2020.
(e) After registering, a Member will receive a confirmation email and SMS (text) containing information about joining the
AGM.
(f) After registering, a Member will also receive their Lusaka Securities Exchange (LuSE) ID number which they must
have on the day of the AGM in order to vote on the resolutions.
(g) To fully participate in the AGM, a Member must have a reliable internet connection.
(h) Queries on how to log into the AGM, registration or on the voting process can be channeled to Corpserve Transfer
Agents on mobile numbers + 260979420470 (Joseph Phiri) or +260977519641 (Mutinta Chileshe) and by email to
info@corpservezambia.com.zm; joseph@copservezambia.com.zm; mutinta@copservezambia.com.zm. The CEC
Telecommunications and Information Systems Department can be reached on mobile numbers + 260966826759
(Choolwe Nalubamba), + 260965835700 (Parton Chulu) or +260967686924 (Mainza Mwiinga) and by email to
nalubambac@cec.com.zm; chulup@cec.com.zm or mwiingam@cec.com.zm.
(i) A Member entitled to attend and vote at the meeting is entitled to appoint a proxy by form of proxy or power of
attorney to attend and vote in his/her/its place. Such proxy need not be a Member of the Company. The instrument
appointing a proxy and, if applicable, the authority under which it is signed, must be deposited at the office of the
Company Secretary at Headquarters, 23rd Avenue Nkana East, Kitwe or alternatively deposited at the Lusaka offices
SHAREHOLDERS’ INFORMATION
of CEC on 2nd Floor Green City, Stand 2374, Kelvin Siwale Road, Off Thabo Mbeki Road opposite the showgrounds or
sent by email to the Company Secretary at chailaj@cec.com.zm not less than 48 hours before the time appointed for
holding the meeting.
(j) In accordance with Article 12.1 (2) of the Articles of Association of the Company, two Members holding between
them a majority in nominal value of the issued ordinary shares of the Company present in person or by proxy will be
deemed to form a quorum.
(k) Ordinary Resolutions are passed if more than half of the votes are cast in favour of the resolution.
Other Details
Members are advised that the Company has a website providing information on the AGM. Posted on the website are copies
of the Notice and Agenda for the AGM, the appropriate Forms of Proxy, the Annual Report of the Company for the year ended
31st December 2019 and other relevant documents. The Company’s web address is https://cecinvestor.com.
168 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
Classification
Local Individuals 4,334 93,133,111 5.73
Foreign Individuals 110 1,321,620 0.08
Local Companies 74 8,817,746 0.54
Foreign Companies 11 128,875,381 7.93
Significant Shareholders 4 1,170,000,000 72.00
Pension Funds 61 222,852,739 13.71
SHAREHOLDERS’ DIARY
Financial year-end 31 December
Annual financial results September
Annual report distribution September
Annual general meeting 30 September
Interim financial results 20 August
SHAREHOLDERS’ INFORMATION
170 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
DIRECTORS IN ATTENDANCE:
SECRETARY:
APOLOGIES:
PROXIES:
The Chairman, Mr. London Mwafulilwa, called the meeting to order at 10:10 hours and welcomed all present to the
21st AGM of CEC. In his introductory remarks, the Chairman said the meeting was a great opportunity for the Board
and Management to connect with the shareholders of the Company. He said the main purpose of the meeting was
to provide shareholders with information on the operations and activities of the Company during the period under
review. He thanked everyone for their presence; which he said was indicative that together, the Company could move
in the right direction for the benefit of its shareholders, Board of Directors, Management, employees, customers,
suppliers and the regulators in the industry.
The Chairman subsequently requested introductions from members of the Board of Directors present, the Chief
Financial Officer and the Company Secretary, to the shareholders.
3.0 APOLOGIES
SHAREHOLDERS’ INFORMATION
The Chairman informed the meeting that Director Thomas Featherby, Director Derek Chime and Director Brigadier-
General Emeldah Chola had been unable to attend the AGM due to other commitments and had all tendered apologies
for their absence.
Mr. Mwafulilwa noted the attendance of Messrs KPMG, the Auditor, respective Chief Officers and Functional Heads
of the Company who attended the meeting.
5.0 PROXIES
The Secretary, Mrs Julia Chaila, informed the meeting that the Company had received a number of proxies. She
reported that the principal shareholders of the Company, Standard Chartered Private Equity and Marina IV, had each
appointed Mr. Ronald Tamale as their representative at the AGM and that Mr. Moses Chilambe had been appointed
as the representative for ZCCM Investments Holdings Plc, while Zambian Energy Corporation (Ireland) Ltd had
appointed Mr. Abel Mkandawire. She told the meeting that she would not read out the other proxies received but
they would be recorded in the minutes of the AGM. Mrs. Chaila tabled the instruments of proxy from the various
shareholders for inspection by the shareholders until the conclusion of the meeting.
172 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
6.0 QUORUM
Mrs. Chaila reported that the quorum required for the AGM was two members holding between them a majority in
nominal value of the issued ordinary shares of the Company present either in person or by proxy. She said there were
more than two shareholders of a majority in the nominal value of the issued ordinary shares of the Company present
at the meeting in person and by proxy, therefore, a quorum had been achieved.
She further said that as the Notice convening the meeting and the Agenda had been in the shareholders hands within
the period prescribed by the Articles of Association of the Company, with the consent of the shareholders, the Notice
and Agenda would be taken as read.
7.0 PRESENTATIONS
The Chairman subsequently invited Mr. Owen Silavwe, Managing Director and Mr. Mutale Mukuka, Chief Financial
Officer to present their reports on the overall business performance of the Company and the Financial Statements
respectively, for the year 2018. He later requested Mr. Maaya Chipwayambokoma, Audit Partner from KPMG, to
submit the Auditor’s Report to the shareholders.
The presentations were followed by a question and answer session from the shareholders (refer to Appendix 1,
Appendix 2 and Appendix 3 of the Minutes).
The Chairman informed the meeting that the vote of the shareholders in respect of the business specified in the
Notice and Agenda for the AGM would be by poll and would be passed as ordinary resolutions. Mr. Mwafulilwa said
the poll would be taken after all the resolutions in the Agenda had been read out and discussed. The Chairperson
submitted resolutions 1, 2, and 3; the Audit Committee Chairperson submitted resolution 4; the Vice Chairperson
submitted resolutions 5 and 6; and the Chief Financial Officer resolution 7. The shareholders subsequently carried
out a vote by poll on each respective resolution. The poll was taken in electronic form.
Following the vote on the resolutions the Poll results announced by the Chairman were as follows:
Shares Shares
No. Resolution Shares for % % %
Against Abstain
Ratification of Appointment of
5.1 1,089,152,462 99.56 4,852,494 0.44 1,332 0.00
Directors – Mr. London Mwafulilwa
Ratification of Appointment of
5.2 1,093,499,385 99.95 504,930 0.05 2,211 0.00
Directors – Dr. Patrick Nkanza
Following the announcement of the results, the Chairman declared that all the resolutions set out in the Notice and Agenda
for the AGM had been duly passed by more than two-thirds of votes attaching to the shares entitled to vote and held by the
shareholders present in person or by proxy at the meeting.
RESOLUTIONS
The Chairman said the resolutions passed by the shareholders on the basis of the poll results were as follows:
RESOLVED that the dividend payment made on 5th March 2018 be and is hereby approved.
RESOLVED that the recommendation for the appointment of Messrs PricewaterhouseCoopers as Auditor of the
Company to hold office until the next Annual General Meeting and to authorise the Directors to set their remuneration
be and is hereby approved. Messrs PricewaterhouseCoopers replaced Messrs KPMG, who had been the auditor of
the Company since 2014 and retired at the close of the AGM.
RESOLVED that the recommendation for the ratification of appointment to the Board of Directors of Mr. London
Mwafulilwa and Dr. Patrick Nkanza as Directors, undertaken by Board resolution on 28th August 2018, after the
retirement of Mr. Hanson Sindowe, Mr. Michael Tarney, Mr. Taimoor Labib and Dr. Sixtus Mulenga as Directors of the
Company and the concurrent restructuring of the Board, be and is hereby approved.
RESOLVED that the recommendation of the appointment to the Board of Mr. London Mwafulilwa and Dr. Patrick
SHAREHOLDERS’ INFORMATION
Nkanza in accordance with Articles 14.4, 14.5 and 14.6 of the Articles of Association of the Company, to hold office
from the date of the AGM until the next AGM at which they would retire, be and is hereby approved.
RESOLVED that the adjustment of the remuneration of the Directors by 1.9% be and is hereby approved.
9.0 CLOSURE
There being no other business, the Chairman thanked everyone who had attended the meeting for their attendance
and support. He declared the meeting closed at 12:47 hours.
[SIGNED] [SIGNED]
Appendix 1
Key highlights of the Business Review presentation by the Managing Director, Mr. Owen Silavwe.
1.1 Some changes had occurred in the business during 2018. CEC had continued to source power delivered
to its customers from ZESCO. Power generated from CEC’s assets was used for peak management and
emergency requirements for customers. CEC was a member of the SAPP from where it also sourced power
for its business activities.
1.1.2 The first and key business segment was the supply of power to the mines and overlying this were
other services which included emergency power, voltage support and quality of supply. In addition,
CEC provided services to its mining customers and companies that owned power assets in relation
to technical tests, project and maintenance services.
1.1.3 The second segment was that of power wheeling, where CEC provided transmission services to
ZESCO for domestic and other customers. CEC further provided transmission services to other
member utilities in the SAPP.
1.1.4 The third segment of the business in which CEC was the supply of power to various mining
companies in the DRC. CEC had been supplying power to the DRC through a partnership with
SNEL, the national power utility company in that country.
2.1.1 The Company’s Group structure was comprised of CEC (or the Company), which is the holding
Company, and two subsidiaries – CEC Kabompo Hydro Power Ltd (CEC-KHPL) in Zambia and CEC-
DRC Sarl in the DRC.
2.1.2 CEC owns assets that were used to supply power to the mines around the Copperbelt in Zambia
and in the DRC. CEC in addition owned assets that provided transmission services to ZESCO for its
customers and other SAPP utilities in the region.
2.1.3 CEC-KHPL was set up for the purpose of developing the Kabompo Hydro Power Project, which
was still on going. On its part, CEC-DRC Sarl currently focused on marketing CEC in the DRC, and
sourcing potential projects in that market, which CEC could get involved in.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 175
2.2.1 CEC was co-owner, with Liquid Telecommunications, of CEC Liquid Telecommunications (CEC
Liquid Telecom), a joint venture business whose focus was on providing wholesale broadband and
other telecommunications services and internet services through its then subsidiary, Hai.
2.2.2 In the period 2017 to 2018, the Board reviewed CEC’s business strategy and made a decision to
divest from the telecommunications business. Consequently, in the course of 2019, the Company
divested from CEC Liquid Telecom.
2.2.3 CEC continues to own telecommunications infrastructure, part of which is used for its own
operational purposes, and the spare capacity dark fibre is leased out under IRU agreements to
those requiring the services.
3.1 The Company saw good HSES performance during 2018 and, as at the end of the year, had clocked 10
years running of fatality free operations, a commendable achievement given the nature of the Company’s
business.
3.2 In terms of road traffic accidents, CEC achieved 4.7 million man hours without a system based lost time
accident, another commendable feat for the Company. CEC continued to enhance HSES performance
to ensure that safety was prioritized and that the environment it operated in was managed to support
sustainability efforts.
4.1.2 ZESCO, at the end of March 2018, lifted the partial force majeure declared in 2015.
4.1.3 Subsequently, from April 2018, ZESCO had been able to meet all the Company’s power requirements.
4.2.1 In-country generation had improved on account of two good rainy seasons in 2016/2017 and
2017/2018 leading to enough water in reservoirs at all power stations. This had eased concern by
SHAREHOLDERS’ INFORMATION
the Company about the availability of power in the country, and its capacity to deliver power to its
customers.
4.2.2. There was general good performance by the IPPs. These included Maamba, Itezhi-tezhi and Ndola
Energy.
4.3.1 There was marked improvement in power availability from regional sources.
4.3.2 This had put downward pressure on tariffs for CEC’s power trading business.
5.1 The regulatory environment continued to be generally stable. The key regulatory work streams that started
in 2017 continued in 2018 although not much progress seemed to have been made.
5.2 In 2017, an announcement was made on Open Access for the Zambian Grid. This issue remained on the table
176 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
through the year. However, no progress was reported to stakeholders by the regulator. Open Access was
meant to:
1.1.1 allow for direct contracting between large customers and generators;
5.2.3 encourage development of IPPs by providing for wider market access through guaranteed open
access to the grid.
5.3 There were intended amendments to the sector acts for both the Electricity Act and Energy Regulation Act;
however, not much progress had been reported on this workstream.
5.4 CEC would continue to monitor progress in the regulatory review processes and actively participate to
provide input in these developments.
6.1 3,673GWh was sold to CEC’s customers in-country in 2018, compared to 3,513GWh in 2017 – a 5% growth
YoY. This was supported by a 3% rise in capacity sales at 477MW in 2018 from 463MW in 2017.
6.2 Going into 2019, while projects implemented by CEC’s customers should have resulted in demand growth,
there are a number of downside risks to improving mine demand including the new mining tax regime and
the USA-China trade dispute.
6.3 Domestic wheeling grew by a compounded rate of 2% YoY, showing consistent growth over the last 5 years.
6.4 Power trading in 2018 was 18% better than 2017 – this segment had grown to be an important component
of the CEC business.
7.0 Tariffs
7.1 Tariffs to the mines were negotiated and revised upwards in 2017. The remaining matters relating to the
mine tariffs were concluded during 2018. All mines had now migrated to the new tariff.
7.2 Future tariff increments would be guided by the results of the CoSS, however, there had been a delay in the
issuance of these results. ERB reported during the year that a change had been made in the consultant
engaged to undertake the process, and that work was in progress to secure a new consultant to finalise the
Study.
7.3 ZESCO had, through the press, announced proposals to increase all published tariffs:
7.3.1 This tariff process did not, however, affect the tariffs to the mines.
7.3.2 It was expected that the ERB would run the standard process of assessing the proposed tariff
increment and announcing its decision once the consultation process was completed.
7.3.3 These tariffs impacted on domestic and other customer categories but not the mines.
8.1.1 System performance had improved during 2018 as a result of the much-improved power situation.
8.1.2 Overall network performance was satisfactory with the following noted:
8.2.1 As part of its long term strategy, the Company was accelerating network renewal through
optimizing asset replacement, leveraging new technologies to significantly improve performance
efficiencies and service quality.
8.2.2 The Company continued to enhance its skills, tools and processes for improved asset management.
Consequently, the targeted annual target capital outlay of at least USD20 million for modernizing
its assets was met during 2018.
9.1.2 MCM was establishing a new shaft while CEC was developing associated power infrastructure to
deliver power to the new mine.
9.1.3 Demand ramp up was still scheduled towards the end of 2019 and peaking at 30MW by end 2020/
early 2021.
9.2.1 The 1MW solar project had been completed and was commissioned in March 2018.
9.2.3 The project was also fulfilling its role of training CEC engineers and CBU students.
9.3.2 Several options to optimize the technical solution and reduce project costs were under
consideration, through work that was being done by a consultant.
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9.3.3 The ‘go or no-go’ decision would be made after work had been concluded to ascertain viability.
10.0 Priorities
CEC would continue to invest in its human capital to develop key business capabilities required to run a
sustainable business going forward. The main focus areas were renewables, digitization, health and safety,
network optimization and enhancement of information systems.
Network modernize to improve efficiency would be an ongoing priority for the business. The Company was
also committed to enhancing its customer experience through improved network performance and service
delivery.
CEC would continue to play an active role in the on-going CoSS and the tariff migration process to follow
thereafter.
10.4.1 The process for integrating renewables started with the completion of the pilot project for the 1MW
power plant. The pilot project would be upgraded by implementing storage, which would provide
further opportunity for technology training for CEC’s engineers and students at CBU.
10.4.2 CEC was planning bigger projects in solar at a more commercial level, one of which was through the
GET FiT Zambia Solar Programme. This would enhance the Company’s distribution and generation
capacities.
10.4.3 The Company was of the position that renewables such as solar (grid-scale or off-grid), would play
a critical role in a utility of the future and, therefore, working with its partners, CEC aimed to evolve
and contribute to that future.
CEC’s growth in both Zambia and the DRC remained a key priority for the business. Going forward, the
Company would focus on projects that:
Appendix 2
Financial Report
Summary of the Financial Report on which the presentation was made by the Chief Financial Officer, Mr. Mutale Mukuka.
1.0 Revenue for the Company was up 8% to USD421 million, which was USD31 million higher than in 2017, driven by the
increase in end-user mining tariffs and minor improvement in power consumption. There was an improvement in the
regional and local power situation. This triggered ZESCO, CEC’s main supplier of power sold locally, to lift the partial
force majeure which enabled it to limit its supplies to 70% of CEC’s requirements. The combined effect of the tariff
increase and minor improvement in power sold to Zambian mine customers resulted in an increase in local power
sales, whose contribution to total revenue rose from 73% in 2017 to 82%.
2.0 Power trading income accounted for 15% (2017: 24%) of the total revenue, dwarfed partly by the increased tariff on
local supplies and reduced energy flows owing to the shift occasioned by the discontinuance of purchases under
power trading as was done during the period in which the ZESCO partial force majeure was in force. These purchases
were presently being fully met locally, resulting in revenue reduction for this segment from USD92.013 million in the
previous period to USD62.260 million.
3.0 The local supply side improvement impacted positively on wheeling revenue because of reduced load shedding, the
effect being a 4% increase in domestic wheeling income to USD12.657 million from USD12.191 million the previous
year.
4.0 On the cash costs end, the business continued to not only pursue efficiency in its operations but also to drive the
principles and culture of cost leadership, which should lead to a strong cost discipline culture. The continuous
improvements in processes coupled with the strategy to achieve end-to-end automation (though still underway)
had started to bear fruit as evidenced by the downward-trending cash costs, partly on account of these initiatives but
also having benefitted from a depreciated Kwacha during the period. Total cash costs stood at USD38 million (2017:
USD39 million).
5.0 The effect of improved revenue and cost containment was an improvement in profitability and returns. In measuring
year on year financial performance, for good reason, the financial trend assessment which excludes the effect of one-
off transactions or exceptional items, was considered more informative and ideal for management decision support.
In the review year, the exceptional items included the gain on disposal of CEC Liquid Telecom and the prior year tax
charge.
6.0 Working capital was one measure of the Company’s short-term financial strength and because it aspired for positive
working capital, the Company continually strove for a position where it had less current assets that could be turned
into cash than current liabilities.
7.0 As part of working capital management, the business targeted a cash conversion rate of >60%, which was deemed
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to be within CEC’s acceptable range to support on-going obligations and sustain the business as a going concern.
In the year under review, the cash conversion ratio was 72% (2017: 73%), which was way above the target threshold.
Similar to the past year, this was a result of measures taken to collect the balances on overdue arrears from some
of the customers following discussions around tariff increases. This had enabled the business to onward cover its
obligations to its customers and suppliers, which was good for fostering good working relationships.
8.0 During the year, a total of USD22.480 million (2017: USD18.079 million) was spent on various capital expenditure
investments which included, but was not limited to:
8.1 Supporting expansion projects that require installation of dedicated transmission and support infrastructure
necessary to support new consumption at mining customers’ sites.
8.2 Procurement and installation of transformers that were due for replacement on account of age and usage
in line with our replacement strategy. This included replacement of some air blast circuit breakers.
8.3 Overhauling one of the generators as part of the strategy to improve the Company’s reliability and availability
for emergency support.
180 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
8.4 Installation of guard wire and surge arrestors on transmission lines to reduce the frequency of system
disturbances resulting from lightning strikes.
8.5 Prioritised HSES related capital expenditure including but not limited to the improvement of the water
reticulation systems at most substations, rehabilitation of wayleaves and the upgrade of fire protection
systems at substations.
9.0 CEC believes that a modestly average financial leverage within the range of 1.5x to 2x net debt/adjusted EBITDA
is ideal for the capital structure of the business going forward. This was justified by the business organic growth
outlook, positive outlook on commodity prices and a more resilient revenue mix. As the balance sheet date, net
debt stood at USD59 million, down from USD73 million at the beginning of the year. With this net debt position, the
net debt/adjusted EBIDTA was 0.54x whereas the net debt to equity was 16%. All measures signified extremely low
gearing for this type of operation.
10.0 On 16 October 2018, a Sale and Purchase Agreement was executed between CEC and Liquid Telecom (CEC’s joint
venture partner in CEC Liquid Telecom), for the sale of CEC’s equity interest in CEC Liquid Telecom.
Pursuant to the transaction, CEC’s share of the joint venture’s contingent liabilities was nil (2017: Nil). CEC had no
share of the joint venture’s capital (2017: USD5.1 million). No dividend was received from the joint venture (2007: Nil).
11.0 From a return perspective, the Company paid a dividend of US Cents 1.6 per share, up from US Cents 1.29 per share the
previous year, which translates into a 24% increase. With the CEC business, being a long-term play, it was recognized
that the investment should be measured over a period of time to assure the sustainability of the appropriate historical
returns. Therefore, an assessment over a longer period, such as a four-year span, resulted in a compounded average
dividend growth rate of 19%.
This payout threshold allowed the Company to maintain a sound balance sheet structure that appropriately
safeguarded its financial position through economic cycles.
12.0 Like other businesses, CEC was impacted by the macro environment factors of the markets in which it operates. The
impact of the 2017/18 hydrology impacted on the country’s overall power generation situation. It was envisaged that
the Zambian fiscal policy, specifically the impact of the proposed 2019 tax regime, could affect CEC’s operations in
the short term, as may the political situation in the DRC and, further, the general commodity prices outlook.
Despite the issues referred to above, CEC felt well placed to continue to support its customers and provide innovative
solutions that would reinforce its value addition, keep the business on the path to continued delivery of sustainable
growth in 2019 (taking into account the fact that the year 2018 had an exceptional gain arising from the disposal
of the telecoms investment); based on the Company’s strong operational core and continuous investment in its
network, people and systems expansion through intellectual capital.
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 181
Appendix 3
Auditor’s Report
The Auditor’s report was presented by Mr. Maaya Chipwayambokoma, Partner - KPMG.
1.0 In the Auditor’s opinion, the audited financial statements comprised the separate statement of financial position as
at 31 December 2018, the separate statements of profit or loss and other comprehensive income, changes in equity
and cash flows for the year then ended and the notes to the financial statements, which included a summary of
significant accounting policies.
2.0 The financial statements presented gave a true and fair view of the separate financial position of Copperbelt
Energy Corporation Plc as at 31st December 2018, and its financial performance and cash flows for the year ended in
accordance with International Financial Reporting Standards and the requirements of the Companies Act of Zambia
2017.
3.0 The Board of Directors (the Directors) were responsible for the other information, which comprised the Directors’
Report as required by the Companies Act and the Directors’ responsibilities in respect of preparation of financial
statements and all other information included in the Annual Report. Other information did not include the financial
statements and the Auditor’s report thereon.
4.0 The Auditor’s responsibility was to read other information and to consider whether the other information was
materially inconsistent with the financial statements or knowledge obtained in the audit appeared to be materially
misstated if based on the work performed and to conclude that there was material misstatement of the other
information, as required to report to that fact.
5.0 There was nothing to report in that regard. Further, in accordance with Section 259 Sub section (3) of the Companies
Act, there was no relationship, interest or debt the Auditor had with the Company and there were no serious breaches
of corporate governance principles or practices by the Directors. In the absence of the Companies Act specifying
the criteria for purposes of reporting on serious breaches of corporate governance principles or practices by the
Directors as required by section 259 sub section (3) (b) of the Companies Act, the Auditors expressed their opinion
based on the corporate governance provisions of the Companies Act, Part IIV – Corporate Governance of the
Companies Act.
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Mbewe Israel mbewei@cec.com.zm Member
Ndeke, Kitwe 20819, Kitwe
1806, New Ndeke, P O Box
Mbewe William mbewew@cec.com.zm Member
Kitwe 20819, Kitwe
11 Liberia, Nkana
Mbozi Oswald H. oswaldmbozi@gmail.com Member
East, Kitwe
6205 Zambezi Way,
P O Box mbulochristine@yahoo.
Mbulo Christine Chishiba Riverside Extension, Member
21152, Kitwe co.uk
Kitwe
188 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
RESIDENTIAL POSTAL
SURNAME OTHER NAMES EMAIL STATUS
ADDRESS ADDRESS
3 Dag
P O Box mgemezulum@cec.com.
M'gemezulu Morton Esau Hammerskjoed Member
20819, Kitwe zm
Road, Kalulushi
162 Eagle Street, P O Box
Misra Badri Prasad bepem2003@yahoo.co.uk Member
Nkana East, Kitwe 21915, Kitwe
P O Box
23 Mulungushi Road, ablemkandawire@
Mkandawire Abel 30473, Director
Roma, Lusaka behrens.co.zm
Lusaka
MN294 Mukuba thomas.mkandawire@
Mkandawire Thomas Member
Natwange, Kitwe atlascopco.com
H/No. 142, Mukuba P O Box
Moyo Nashon moyon@cec.com.zm Member
Natwange, Kitwe 22822, Kitwe
No. 6 UBZ Flats,
P O Box
Mpolokoso Eugene Chanda Diamond Drive, mpolokosoe@cec.com.zm Member
20819, Kitwe
Kitwe
563 Section 2,
Mpundu Jimmy Member
Kantanshi, Mufulira
Plot No. 51, Chavuma
Mpundu Selisho Member
Street, Kalulushi
78 Panama Road, bramerlmubanga@yahoo.
Mubanga Bramerl Member
Chikola "A" Chingola com
4903 Kariba Road, P O Box
Mugala Chance mugalac@cec.com.zm Member
Riverside, Kitwe 20819, Kitwe
12 Leokadia Flats, P O Box
Muhau Pumulo muhaup@cec.com.zm Member
Parklands, Kitwe 20819, Kitwe
14 Mumbwa
michaelmukando@gmail.
Mukando Michael Mwansa Crescent, Parklands, Member
com
Kitwe
H2 Presidential
Davidmukonde2000@
Mukonde David Guest House, Ndeke, Member
gmail.com
Kitwe
E362 Wusakile,
Mukuka Daniel Member
Kitwe
208A Farm X,
P O Box
Mukuka Mutale Acacia Park, mutalem@cec.com.zm Member
20819, Kitwe
Chilanga, Lusaka
Chrisopher 49 Lumumba Road, P O Box
Mukupa mukupac@cec.com.zm Member
Malunde Chachacha, Kitwe 20819, Kitwe
17 E Road, Natwange Proxy for Reagan Kadi
Mulale Luc
East, Kitwe Kabengele
25 Mamba Street,
Muleba Mark Member
Twibukishe, Kitwe
38 Musuku Road, P O Box mulengabesa02@gmail.
Mulenga Collins Member
Miseshi, Kitwe 21495, Kitwe com
5072 Zebra Street, ngoza.mulenga@yahoo.
Mulenga Dora Ngosa Member
Nkana East, Kitwe com
91 Kantanta Street,
Mulenga Elizabeth Member
Nkana East, Kitwe
P O Box 32,
Plot 1784 RB Ndeke mulengaemmanuelb@
Mulenga Emmanuel Bwalya Chamboli, Member
Village, Kitwe gmail.com
Kitwe
Plot 5626 Chitoshi
Mulenga Godfrey Kapitolo Close, Riverside Member
Extension, Kitwe
140/Br3 Broadway,
Mulenga Lister mulengalister@gmail.com Member
Ndola
Block 3 Flat 23 chombamulenga@gmail.
Mulenga Sabina Member
Miseshi, Kitwe com
House No.18 Kafue
Mulenga Vincent Street, Chikola 'A', mulengav@cec.com.zm Member
Chingola
Proxy for Kellyn
247/8B Kantanshi,
Muluka Wenson, Bornwell Muluka and Allan
Mufulira
Muluka
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 189
RESIDENTIAL POSTAL
SURNAME OTHER NAMES EMAIL STATUS
ADDRESS ADDRESS
P O Box
T144 Nawaitwika redsonmumba5@gmail.
Mumba Redson 40560, Member
Road, Mufulira com
Mufulira
C/o Stanbic
O615 Pamodzi, Bank, P O
Mumba Stephen mumbast@stanbic.com Member
Ndola Box 71525,
Ndola
P/Bag
House No. 2 Keirda, mumbalangabetty@gmail.
Mumbalanga Betty Chileshe 7 TVTC, Member
Luanshya com
Luanshya
P O Box
159 Station Road, muyundamundale@gmail.
Mundale Muyunda 660584, Member
Monze com
Monze
52 President P O Box
Munshya Elias Mwape eliasmwapem@gmail.com Member
Avenue, Chingola 20819, Kitwe
36B Musasa Avenue,
P O Box
Munungwe Reuben Kapala CEC Village, Nkana munungwer@cec.com.zm Non-Member
20819, Kitwe
East, Kitwe
4915 Kariba Road, PO Box 2208,
Mupepa Grace Member
Riverside, Kitwe Kitwe
Emmanuel 2359 New Ndeke, P O Box
Musakanya musakanyae@cec.com.zm Member
Musonda Kitwe 20819, Kitwe
7497 Chimwemwe,
Musamba Chilekwa Non-Member
Kitwe
H/No.7497
Musamba Peter Mangala Avenue, Member
Chimwemwe, Kitwe
M 12, Chamboli,
Musenge Emmanuel Member
Kitwe
211/D Kankoyo chutimuseteka20@gmail.
Museteka Chuti Member
Township, Mufulira com
No.1 Washington
P O Box
Musialike Katebe Avenue, CPC Village, mumbik@cec.com.zm Member
20819, Kitwe
Kitwe
41 Kenyatta Street, P O Box
Musitini Lazarous musitinil@cec.com.zm Member
Parklands, Kitwe 20819, Kitwe
c/o NAPSA P
Musonda Desmond O Box 51275, musondad@napsa.co.zm Proxy for NAPSA
Lusaka
12 Chandamali
Musonda Julie Avenue, Parklands, Member
Kitwe
7289, Kaleni Street, P O Box
SHAREHOLDERS’ INFORMATION
Musonda Nampito P nampitop@cec.com.zm Member
Nkana East, Kitwe 20819, Kitwe
C510 M/T/Ship, pascalemusonda@gmail.
Musonda Pascale Member
Chililabombwe com
House No. 74, Mpile P O Box
Musunga Mumba msmumba@gmail.com Proxy for Aflife Clients
Office Park, Lusaka 51331, Lusaka
44 Oval R. Northrise,
Mutale Bwalya msteveb@gmail.com Member
Ndola
8196, Off Keleni
P O Box
Mutale Osward Street, Nkana East, mutaleo@cec.com.zm Member
20819, Kitwe
Kitwe
Flat A4 Zsic Flats,
P O Box
Mutanuka Joshua Cheswa Avenue, mutanukaj@cec.com.zm Member
20819, Kitwe
Luanshya
Plot 840, Nyerere
Mutobola Mathews Musonda Road, Town Centre, Member
Kitwe
Mututa Muyuma 2 ICT College, Ndola muyuma@zamcol.ac.com Member
P O Box
Muwana Limpo 15 Lima Road, Ndola limuwana@gmail.com Member
70069, Ndola
House No. 14,
P O Box
Muwowo Lizzie Nationalist Way, muwowol@cec.com.zm Non-Member
20819, Kitwe
Parklands, Kitwe
190 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
RESIDENTIAL POSTAL
SURNAME OTHER NAMES EMAIL STATUS
ADDRESS ADDRESS
Postnet 145,
14232/M Chongwe, P/B E835, clara.mvula@cecadricazm.
Mvula Clara Member
Lusaka Kabulonga, com
Lusaka
Mbicholo 17 Kanono Street,
Mvula mmbichy87@gmail.com Member
Kabelama Northrise, Ndola
Plot 2064 Chavuma P O Box
Mvula McGerald gmvula200@gmail.com Member
Street, Kalulushi 20819, Kitwe
2 Nampundwe Flats,
Mwaba Emmanuel Member
Kalulushi
Plot No. 925,
P O Box
Mwaba Malison Mukuba Natwange, mwabam@cec.com.zm Member
20819, Kitwe
Kitwe
P341 Chamboli,
Mwafulirwa Gladson Member
Kitwe
5062 Zebra Street, P O Box londonm@shawonga.
Mwafulilwa London Director
Nkana East, Kitwe 21724, Kitwe co.zm
P O Box
4866 Kariba Road, mwaisakatrust@gmail.
Mwaisaka Trust 38956, Member
Riverside, Kitwe com
Lusaka
2256B Old Kawama, P O Box ellemwakaliwa96@gmail.
Mwakaliwa Elle Member
Kitwe 21976, Kitwe com
43 Twalilwisha, P O Box
Mwale Alpha mwalea@cec.com.zm Member
Riverside, Kitwe 20819, Kitwe
House Number
P O Box
Mwale Elias 6538, Pamodzi, eliasmwale26@yahoo.com Member
71999, Ndola
Ndola
Mwale Jane 6538 Pamozi, Ndola Member
11112 Kitwe West, P O Box
Mwale Redmond mwaler@cec.com.zm Member
Kitwe 20819, Kitwe
House No. 5 Nurses
Mwamba Kabunda Quarters, Wusakile, 707traceford@gmail.com Non-Member
Kitwe
6869B Maipompo
musopelo.mwanda@kptf. Proxy for Kwacha
Mwanda Musopelo Road, Olympia,
org.zm Pensions Trust Fund
Lusaka
No. 4 Duranta, P O Box mwandemenat@cec.com.
Mwandemena Titus Chongo Member
Nkana East, Kitwe 20819, Kitwe zm
Plot 4802 Mupaka P O Box
Mwangala Ignatius S. mwangalai@cec.com.zm Member
Drive, Chingola 20819, Kitwe
MCH2-14, NAPSA, P O Box
Mwansa Saviour Mupashi mwansas@cec.com.zm Member
Kalulushi 20819, Kitwe
P O Box
Mwanza Blessings 521 Old Ndeke, Kitwe mwanzab@cec.com.zm Non-Member
20819, Kitwe
No. 705 Mukuba P O Box
Mwanza Mathias mwanzam@cec.com.zm Non-Member
Natwange, Kitwe 20819, Kitwe
P O Box Proxy for Eileen
Mwanza Unity D-13 CBU, Kitwe
21692, Kitwe Chikanta
10 Maamba Street,
Mwanza Vincent Matthew Member
Twibukishe, Kitwe
Plot No. 1016,
Mwape Stanislaus Kafulafuta, smwape719@gmail.com Member
Riverside, Chingola
No. 5 - 25th Avenue, P O Box
Mwasembe Emmanuel mwasembee@cec.com.zm Member
Nkana East, Kitwe 20819, Kitwe
2682 New Ndeke, P O Box
Mweetwa Fisher mweetwaf@gmail.com Member
Kitwe 20819, Kitwe
House No. 4013 clementmwelwa204@
Mwelwa Clement Proxy for Smart Chola
Chimwemwe, Kitwe gmail.com
196/2 Kantanshi,
Mwenya Boston Member
Mufulira
House No. 2 P O Box
mwenyabrian@yahoo.
Mwenya Brian Bwalya President Kennedy 260173, Member
co.uk
Road, Kalulushi Kalulushi
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 191
RESIDENTIAL POSTAL
SURNAME OTHER NAMES EMAIL STATUS
ADDRESS ADDRESS
P O Box
Plot 10343 Mitengo, mwenya.johnson@yahoo.
Mwenya Johnson 230004, Member
Ndola com
Ndola
No. 53 Petauke
P O Box
Mwenya Mulolo Road, Kansenshi, mulolo@yahoo.com Member
70708, Ndola
Ndola
House No. 1514, vernon.mwaba@yahoo.
Mwenya Mwaba Vernon Non-Member
Ndeke, Ndola com
P O Box
19 - 5th Avenue,
Mweshi Dick Chomba 90196, dick.mweshi@gmail.com Member
Nkana West, Kitwe
Luanshya
34A Musasa Avenue, P O Box
Mwiinga Mainza mwiingam@cec.com.zm Member
CPC Village, Kitwe 20819, Kitwe
Plot No. 885 P O Box
dicksonmwitwa@gmail.
Mwitwa Dickson Zambezi Road, 260593, Member
com
Kalulushi Kalulushi
House No. 133,
Nalengo Singoyi Gelly Hombwe Avenue, Member
Mufulira
P O Box
42 Chudleigh, Off
Nalubamba Choolwe 38851, anchoolwe@gmail.com Member
Munali Road, Lusaka
Lusaka
6 Kent Flats
P O Box
Namangala Chiwele Rachael Freedom way, Member
20322, Kitwe
Parklands, Kitwe
3724 Chimwemwe, P O Box namulumbweo@cec.com.
Namulumbwe Owen Member
Kitwe 20819, Kitwe zm
P O Box
3248 Kamirenda,
Namwila Mercy Nkumbu 90767, Member
Luanshya
Luanshya
22 Mwenda Street,
Nasilele Lewis Nasilele nasy79@gmail.com Member
Nkana East, Kitwe
20 Enos Chomba
Nayee Bharat Ave, Parklands, bretston@gmail.com Member
Kitwe
dainessndhlovu50@gmail.
Ndhlovu Dainess 81 Tug Argan, Ndola Member
com
House No. "H"592,
P O Box
Ndhlovu Jacklim Nsefu Street, Ndeke ndhlovuj@cec.com.zm Non-Member
20819, Kitwe
Village, Kitwe
4763 Almalik Street, P O Box michaelndhlovu9@gmail. Proxy for Michael KB
Ndhlovu Michael Kambo
Riverside, Kitwe 20769, Kitwe com Ndhlovu
41D Road, Mukuba P O Box
SHAREHOLDERS’ INFORMATION
Ng'ambi Richard ngambir@cec.com.zm Member
Natwange, Kitwe 20819, Kitwe
P O Box
137 Kombe Avenue, ngandulameck@gmail.
Ng'andu Lameck 40578, Member
Mufulira com
Mufulira
4 Buteko Drive, mwenyangandwe@yahoo. Proxy for Mufulo
Ng'andwe Mwenya
Kalulushi com Ng'andwe
House No.5785,
ngoma.wellington@gmail.
Ngoma Wellington Mwembeshi Close, Member
com
Riverside, Kitwe
G44, Mulye
P O Box
Ngoma Yobby Crescent, Ndeke ngomay@cec.com.zm Member
20819, Kitwe
Village, Kitwe
Plot 146, Mukuba P O Box
Ngosa Kennedy ngosak@cec.com.zm Member
Natwange, Kitwe 20819, Kiwe
Masaiti Blind Centre,
Ngowani Evaristo Member
Luanshya
1471/M Leopards Hill P O Box
Nkanza Patrick pknkanza@iconnect.zm Independent Director
Road, Lusaka 50221, Lusaka
P O Box
20 Chinsali Street,
Nkhata Edwin 12126, edwinnkhata@gmail.com Member
Chingola
Chingola
192 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
RESIDENTIAL POSTAL
SURNAME OTHER NAMES EMAIL STATUS
ADDRESS ADDRESS
RESIDENTIAL POSTAL
SURNAME OTHER NAMES EMAIL STATUS
ADDRESS ADDRESS
SHAREHOLDERS’ INFORMATION
njavwafredricksnnz@
Sinyinza Njavwa Fredrick Non-Member
gmail.com
2045A, Fyalipwa
P O Box
Sumbwanyambe Ruth Musweu Close, Riverside, ruthmusweu@gmail.com Member
21162, Kitwe
Kitwe
House No. 40,
P O Box
Syamunyangwa Tanda Lunsemfwa Drive, tandasyams@gmail.com Member
20819, Kitwe
Riverside, Kitwe
49B Kinross
Avenue, Sandton,
Tamale Ronald ronald.tamale@sc.com Proxy for SCPE
Johannesburg,
South Africa
Proxy for Godwin
Tayali Kaluba M18 Chamboli, Kitwe kaluba@gmail.com
Viyani
Plot 12 Kanjana P O Box
Tembo Anthony temboa@cec.com.zm Member
Road, Chingola 20819, Kitwe
14 - 17th Street,
Tembo Aswell Member
Nkana East, Kitwe
P O Box
St. John Secondary chikonjiwetembo@yahoo.
Tembo Chikonjiwe 910433, Member
School, Mongu com
Mongu
E26, 1st Street, Raswiviorora1977@gmail. Proxy for A and W
Tembo Linety
Nkana West, Kitwe com Equal Partners Ltd.
194 COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019
RESIDENTIAL POSTAL
SURNAME OTHER NAMES EMAIL STATUS
ADDRESS ADDRESS
4745M Tanzania
P O Box ampsenterprises@gmail.
Tindi Masakamika Clive Road, Northrise, Member
72998, Ndola com
Ndola
Proxy for Godwin
Viyani Faith M18 Chamboli, Kitwe faithviyani@gmail.com
Viyani
H521 Ndeke Village, P O Box walusambogabriel@
Walusambo Gabriel Kasongo Non-Member
Kitwe 23013, Kitwe yahoo.com
H 521, Ndeke Village, P O Box
Walusambo Zacharia Saini walusambozs@yahoo.com Member
Kitwe 23013, Kitwe
P O Box
28 Wisteria Avenue, bkwamunyima@yahoo.
Wamunyima Kuonga Bruno 90965, Member
Luanshya com
Luanshya
7 Chanda Mali,
Wapamesa Katafya wapamesa@gmail.com Member
Parklands, Kitwe
Maposa S.D.A
Plot No. 333
Zulu Levison KMD, P O Box Member
Maposa, Luanshya
20075, Kitwe
Zulu Nephas ZBT zulunephas@gmail.com Non-Member
COPPERBELT ENERGY CORPORATION PLC ANNUAL REPORT 2019 195
of ........................................................................................................................ as my/our proxy to vote for me/us on my/our behalf at the Twenty-
Second Annual General Meeting of the Company to be held on Wednesday, 30th September 2020 and at any adjournment
thereof
For Against
Resolution 1 Minutes of the Annual
General Meeting
of 29th March 2019
Resolution
Directors’ Report and 2
Financial Statements
for the year ended
31st December 2019
Resolution 4 Appointment of
Auditors
SHAREHOLDERS’ INFORMATION
Resolution 5 Appointment of
Directors
(name of Corporate Body) at the Twenty-Second Annual General Meeting of the Company to be held on Wednesday, 30th
For Against
Resolution 1 Minutes of the Annual
General Meeting
of 29th March 2019
Resolution
Directors’ Report and 2
Financial Statements
for the year ended
31st December 2019
Resolution 4 Appointment of
SHAREHOLDERS’ INFORMATION
Auditors
Resolution 5 Appointment of
Directors
CORPORATE INFORMATION
Copperbelt Energy Corporation Plc Auditors
(Incorporated in the Republic of Zambia) PwC
Registration number: 39070 Stand No, 2374
Share code: CEC.zm Thabo Mbeki Road
Listed: 2008 P 0 Box 30942
Securities exchange: LuSE Lusaka
Sector: Energy Tel: +260 211 334 000
Photography
Document- www.garethbentley.com
Board & Management- www.kavindelejr.me
Printing
New Horizon Printing Press
Copperbelt Energy Corporation Plc
www.cecinvestor.com
Annual Report and Financial Statements
for the year ended 31st December 2019