FAIRGREEN LIMITED

MINUTES MID-YEAR BOARD MEETING 2022

Date: Friday, April 29, 2022

Start Time: 7:300pm

End Time: 9:30 pm

Venue: Fairgreen Limited - Conference Room

Call to Order
The mid-year Board meeting was held on Friday, September 9, 2022, at the conference
room of Fairgreen limited. It began at 6:00 pm and was chaired by Mr Kwasi Owusu-Adjei.

Board Members Present:

1. Ms Gifty Petra Boahene Executive Director
2. Mr Yaw Ofori-Adjei Executive Director
3. Mr Kwasi Owusu-Adjei Board Chairman
4. Mr Carl Nelson Non-Executive Director
In Attendance

5. Mr. Kwabena Kusi Owusu Asst. Manager, HR

6. Mr Desmond Pettey Asime Asst. Manager, Supply Chain
Absentees
1. Ms. Nana Yaa Agyemang Board Secretary
2. Ms Martha Quarshie Non-Executive Director
Review of Minutes for the Previous Meeting:
S/N ACTION POINTS FEEDBACK
1. Number the pages of both the previous board minutes All pages of minutes were
and any other board minutes subsequently. numbered
2. Upgrade the current accounting software package of According to the CEO, they
the company wanted to upgrade the sage 300 to
Sage X3, the but the sage X3 is
expensive

3. Financial statements to be shared with stakeholders

should include more detail, elaboration and
simplification than what is to be published.
4. Investigate and present findings to the board on the
reasons for the significant reduction in company
assets are shown in the statements – Desmond
5. Carl is expected to provide Desmond with the details
of the specific information he will like elaboration on
from the Ag. FM ahead of the next board meeting
6. Desmond is expected to seek the exact details of and
make up of the term “provisions” in the statements The finance committee meet before
and present the findings to the Board of Directors. the board meeting to deliberate and
7. The head of finance is to review and ensure that the conclude on all the action points
financial statements of the organization to be
published by its auditors are true and accurate
8. The head of finance is to ensure that ratios are
included in the statements and shared with the Board.
9. Desmond is expected to create more room in the
financial statements to capture rebates.
10. Create a section in the financial statements to clearly
show profit margins.
11. The Finance committee should meet to discuss the
reasons for the reduction in profit margins for
computers, loss in networking and software and
present the findings to the Board.
12. Include a section in the statements that showed
exchange rate losses.
13. The finance committee should investigate the odd
general motor vehicle maintenance cost figure stated
for this year as compared to the previous year.
MEETING AGENDA 2 -PRESENTED BY THE FINANCE MANAGER, DESMOND
P. ASIME
Desmond then came through with the first half of 2022 Financial against the half year 2021, a
summary of how the 13th performance has been.

Financials- Summary (Half Year Performance)

Sales grew by some 57% comparative to the prior year same period, making averagely some
50% for the full year 2021 financial period.
Efficiencies in collections rose by some 158% for the half year comparatively to the prior full
year.
A 2% rise in gross margin was recorded from the prior year same period.
Operational expenses shot up by 84% rising from GHS 3,034,476 to GHS 5,570,866.
Expense ratio rose from 26% to 30% same period.
The cause of this shoot in administrative expenses has to do with bad economic conditions
within the year under review. Inflation hitting some 29.8% and currency devaluation within
same period hitting some 29% same period. Exchange losses recorded during the period
totaled GHS 2,738,534.08 under the period under review.

It was evident that during both periods, which is half year 2021 and 2022, we were making
losses but we turn things around by the end of the year to report some profit. Below are some
of the reason that such things happen;
The reasons are:
a. inefficient in our project management which has to do with our Technical Team
not completing projects as per timelines, this defers revenue into the next year and
increases cost overruns due overtime.
b. Also, since 2021 Covid, we’ve had a lot of major issues fulfilling orders as the
global supply chain keep having challenges with raw materials. this partially leads
to projects timelines not adhered to as stated in the above point. Which continues
the challenge of the technical team not deploying projects on time.

Board Chairman then asked what the forecast was, but according to DP, we are unable to
predict as it stands now because the bank is not able to even forecast

The CEO bemoaned that by the end of the year, they would have wiped off easily, three years
of the Company’s profit, meanwhile what has been done over the years, the Share Holders
hardly even takes dividend and it always placed back and all earnings retained has being
reinvested. The CEO also went further to explain that, in the last seven years maybe, the
company had not taken facilities from the bank but for the first time this year, the company
had to borrow
Generally, the entire board was were concerned about the high rate at which the dollar keeps
going up from the beginning of the year and how expensive things have gone up and also to
the extent how even certain commodities are even imported.

MEETING AGENDA 3 – UPDATE COMPANY STRATEGY EXECUTIVE BY THE

CHIEF EXECUTIVE OFFICER

The CEO recalled last year the Company had a consultant who helped the company put
together a Strategy document. Largely little has been done toward the execution of the
strategy because we have big clients, AngloGold, Stand chattered, and ABSA, who has been
with us for over fifteen years and more and still working with them the company has been
more rationally than proactive, for instance in a given year, we don’t know how much
business will come from ABSA and Stand charted, we wait to see what will come out of us
when they make a request of us which is not a good thing to do so we decided to get a
strategy to start focusing on Business Development but rather than fulfilling order request.

The fourth strategy was to leverage our relationship with the OEMs and the need to create
solutions and also to strengthen our knowledge services portfolio.

The CEO threw more light on Paul’s strategy in the focused areas:
a. Learning Focus (that is to develop ourselves as a team)
b. An internal Focus (that is looking at customer Service, system and tools to use to help
increase profit and shareholder value

The CEO expressed her disappointment with the company's inability to do much after one
year. Without that notwithstanding, the Company attempted to do some amount of strategy
management and how we were going to do it but that did not work, but rather worsen our
situation, we did not look at our readiness internally, whether we were ready or not, which
has been very tough and devastating.

As a company, the team, team leaders and she are stressed up and a lot of people saying is a
too stressful environment which has worsened our staff attrition that already existed, she and
Yaw (CTO) had to explain to the board about our strategy but the question is, one year on,
what have we done? Yes, we haven't done anything and in the last month, we have been
doing postpartum with Yaw and Team Members and hoping to sit done again and have
another section, because the strategy was done and so we are looking at what had caused the
failure.

Board Chairman enquired that so the Team should be looking at how the project died because
the document was comprehensive and the most important part is, how best we can fit it into
the business successfully and does a big challenge because it will involve a change
The CEO gave the assurance that they are not giving up but will together with the team have
another look at the strategy and see how to re-strategize and get back on track

Mr Carl Nelson said that he recalls that in earlier conversations, the Company had the
intention of enrolling an ERP (SAGE X). HE advised that the company should also look at
getting software that will suit our business model and not necessarily a whole CRM to
integrate with other software in the Company.

MEETING AGENDA 4 -UPDATE ON STAFF ATTRITION LEVELS BY CEO

The CEO stated that High Staff Attrition is part of the problem of the Company’s inability in
achieving the Company strategy. Then, it seems that we had solved that problem but it seems
that we are back to where we were last and enough worse.
In trying to address the issue the head of HR has been tasked to engage individual employees
to know their concerns, which he has presented the report, however, he was further tasked to
segment the report into various work levels.
CEO further stated that the HR Assistant has just resigned because she got an offer that was
higher than what she was currently taking. In a discussion with the head Of HR, it came out
that apart from compensation consideration people will also leave if there is no career
development plan. She also stated that Martha has advised that we have a retention policy for
the company but that is yet to be formulated and implemented.
The Board Chairman enquired from the head of HR what were some of the reasons why
people wanted to leave. In his response, he stated that existing employees are leaving mainly
because of officer compensation and for the newly recruited ones who left, it has to do with
Cultural fit. It's been observed also the exit employees do not move to our competitors, they
move out of the IT industry, and they move to the banks, Audit companies, and Large
multinational companies the closest they come to is the Fintech company. The service
industry is offering very high compensation, and high job roles and they will be doing less in
the Service industry as compared to the IT industry. The has been a surge in the fintech
companies in Ghana and they are offering quite higher salaries.
In his response to a question by Carl Nelson on whether there was the situation also in other
companies, The Head of HR stated that he had some discussions with colleagues in a
competitor company and it seems that that is the trend, especially for the Technical guys. The
IT Labour market competition is now Global.
The Head of HR recommended that since we can’t also match the financial muscle of the
service industry and the large corporate multinationals we should manage training
programmes for all departments to train to facilitate the replacement of Staff
Carl Nelson added that it’s important we do that because our situation is likened to that of the
Accounting and Auditing industry. In doing that we should also identify our key positions
and have a special package for them to keep them
The CEO also stated that have already started the trainee's programme with the sales and
technical department, where some amount of progress has been made
MEETING AGENDA 5 - LEAVE AND BOARD POLICY BY HEAD OF HR
The head of HR presented two policies on the structure of the board of directors and a
reviewed leave policy. However, a decision was taken that since the board didn't receive the
Document in time they should be given ample time to study the document and give feedback
later.

Lines of Action:

 Directors to send in feedback on new Policies shared at least 3 working days before
the next meeting
 Desmond to work with all stakeholders to improve on Project execution Timelines
and to share the Year-end outlook with members at the Next meeting
 Gifty and Yaw to prepare to brief members on Strategy refresh and a New Execution
Plan Next meeting

Closure:

In the absence of no further discussions, the meeting ended at 9:30 pm.