Crestech 8th June, 2010 .pdf


Nom original: Crestech - 8th June, 2010.pdf

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CresTech


CRESTECH ENGINEERING LTD.

EXTRACT FROM THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
CRESTECH ENGINEERING LIMITED HELD AT IVIE HOUSE, NO. 4/6 AJOSE ADEOGUN
STREET, VICTORIA ISLAND, LAGOS, ON TUESDAY, 8TH JUNE, 2010.

COMPANY RE-ORGANISATION

IT WAS RESOLVED that Mr. Franck Pliya be and is hereby appointed Managing Director and
Chief Executive Officer of the Company in replacement of Mr. Driss Louahem who would leave
the company with effect from 31 st August, 2010.
IT WAS ALSO RESOLVED that all Powers of Attorney and authorization in favour of Mr. Driss
Louahem as Managing Director, be and are hereby transferred to Mr. Franck Pliya with effect
from 1 st September, 2010.

DATED THIS 8TH DAY OF JUNE, 2010 .


US SERVICES LIMITED

CHAIRMAN


"


FIB Plaza, 3rd Floor - 1, Akin Ade solo Street - Victo ria Island - Lag o s - Nigeria


Crestech Eng ineeri ng Limited - Reg istration Number: RC 697334

Tel. : + 234 (0) 1 4629500 - Fax +234 (0) 1 4629501

Directors - Chairman: Dr. (Engr.) Olufemi A.. Lalude, Managing/CEO: Mr. Driss Louah em (French), Executive: Dr. (Eng r.) Peter H. Tab iowo

Dr. (Eng r.) Francis A Adub i, M r. Samuel Bouda ill iez (French), Mr Alain Cedelle (French), M r. Alain Meyer (French)


CresTech


CRESTECH ENGINEERING LTD.

EXTRACT FROM THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
CRESTECH ENGINEERING LIMITED HELD AT IVIE HOUSE, No. 4/6 AJOSE ADEOGUN STREET,
VICTORIA ISLAND, LAGOS, ON TUESDAY, 8TH JUNE, 2010.
POWER OF ATIORNEY

IT WAS RESOLVED that Mr. Franck PLIYA, as Managing Director and Chief Executive Officer of the
Company, be and is hereby appointed as Attorney of the Company by granting him all the necessary
powers to perform the following acts for and on behalf of the Company:­
1.

(a) To execute all of the decisions of the Board concerning the Company, including all
legal and/ or administrative procedures that prove necessary;
(b) To perform administrative duties for the various departments of the Company, including the
signing of all types of correspondence;
(c) To represent the Company before third parties and/ or any public or private body in respect of
the day to day operations of the company including all legal and governmental formalities that
prove to be necessary;
(d) To represent the Company in law, with the power to appoint a lawyer in his place;
(e) To represent the Company before any court or tribunal or before any legal official of any
jurisdiction, be this or a civil, criminal, examining or appeal nature, in relation to any matters or
procedures to which the Company is a party;
(f) To hire, suspend, layoff or dismiss employees or agents, as well as setting their remunerations
and conditions of employment and retirement, in accordance with any limits in any annual
plan approved by the Board of Directors;

2.

To manage and supervise the activities and business of the Company, handle the internal
organisation and oversee the internal operations of the Company;

3.

(a) To take all necessary action for promoting, researching and winning local business deals,
as well as negotiating with persons, enterprises, companies, authorities and others requiring the
services of the Company;
(b) To control the execution of and manage all and any contracts entered into by the Company;
(c) To sign any commercial proposals and agreements associated with the activity of the Company,
provided that these do not exceed a total sum of USD 5,000,000 (or equivalent in any currency) per
transaction or set of associated transactions. Any proposals pr agreements whose value exceeds said
amount may only be entered into with the written consent of the Board;

4.

To negotiate and enter into any rental or lease a&reelllents, proviqed that tlw annllal value of the
rental does not exceed the sum of USD 100,000 (or equivalent in any 'qln'em:y);
FIB Plazo , 3rd Floor - 1, Akin Adesola Sl'reet - Victoria Island .. Logos - Nigeria

Crestech Engineering Limited - Registration Number: RC 697334

Tel .: +234 (0) 1 4 629500 - Fox: + 234 (0) 1 4629501

Directors - Chairman : Dr. (Enge) Olufemi A. Lolude, Managing/CEO : Mr. Driss Louohem (Fren ch), Executive: Dr. (Eng e) Pete r H. TabiowQ

Dr. (Engr.) Francis A Adubi, Me Samuel Boudailliez (French), Mr. Aloin Cedelle (French), Mr. Ala in Meyer (French)


5.

to
in accordance with any
business expenses of the Company;

plan

by

6.

Receive any sums due to the Company, as well as issuing and / or receiving the respective receipts;

7.

Open and operate any bank accounts in the Federal Republic of Nigeria and in France, issue cheques
promissory notes and
deposits, in accordance with
procedurE's
down by
Board
Directors;

8.

Manage each and every day to day matter relating to insurance in compliance with the laws of the
Federal Republic of Nigeria, enter into, take out, revoke, and cancel any insurance policies relating,
of the
motor insurance and
particula
accidents
civil
insurance
provided for
annual
by the
well as
and reach aereement on
compensation ov\Ted by
Company
event of
provided that the value does not exceed USDIOO,OOO (or equivalent in any currency);

9.

Collect from the post office, railways, carrier, administrative authority, or other delivery point all
and any correspondence
parcels,
uding those
a declared
addressed
the
Company;

10.

Complete tax returns that the Company is required to submit, as instructed by the Board of
Directors;
general,
Attornev
necessary appropriate

12.

lhe Company within thE'
the interests the

of the

powers,

all

Any solutions proposed by the Managing Director involving other actions that exceed the financial
limits or that is not provided for here will in all cases have to be approved by the Board of Directors.

RESOLVED that
actions taken
name and
behalf of the Company in
Mr.
PLIYJ\,
capacity
Managing
and Chief Executive Officer
to the date hereof as hereby confirmed, ratified and approved in all respects;

by
the Company prior

RESOLVED that the Managing Director and Chief Executive Officer of the Company is authorised,
and
to do
and acts
order to
and
with the
and
of Attornev
such things
respects,
confirmed and
deeds of
Company;
RESOLVED that the present document or a certified copy thereof shall constitute the valid and sufficient
proof of the powers granted to fill'. Franck PLIYA. Such powers shall remain valid until (i) either they
would happen to be revoked or (ii) Mr. Franck Pliya would cease to occupy the position as Managing
Director and Chief Executive Officer of the Company.

OF JUNE,

S SERVICES LIMITED

RY



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