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UAP Holdings Annual Report

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UAP Holdings Annual Report CONTENTS ABOUT US 03 UAP Old Mutual Tower Highlights 04 UAP Old Mutual at a Glance 05 Old Mutual Plc at a Glance DIRECTORS 06 UAP Holdings Board of Directors’ Profiles 10 UAP Old Mutual Subsidiaries Directors KEY STATEMENTS 16 Chairman’s Statement 22 Group CEO’s Statement CORPORATE REVIEW 26 Corporate Governance Report 44 Sustainability and CSR Report 2016 52 Five-Year Financial Highlights 54 Directors’ Report 56 Directors’ Remuneration Report 57 Statement of Directors’ Responsibilities FINANCIAL STATEMENTS 58 Report of the Independent Auditors’ to the Members of UAP Holdings Limited 63 Consolidated Statement of Profit or Loss 64 Consolidated Statement of Other Comprehensive Income 65 Consolidated Statement of Financial Position 66 Company Statement of Financial Position 67 Consolidated Statement of Changes in Equity 69 Company Statement of Changes in Equity 70 Consolidated Statement of Cash Flows 71 Notes to the Financial Statements AGM 139 Notice of Annual General Meeting (AGM) 142 Form of Proxy OUR CONTACTS 143 Contacts THE UAP OLD MUTUAL TOWER Located along Upper Hill Road in Upper Hill, Nairobi, the UAP Old Mutual Tower adds some 324,881 sq ft of grade A letting space in Upper Hill Commercial District. It stands 163m tall at an altitude of 5,700ft above sea level. UAP OLD MUTUAL GROUP EAST AFRICA The UAP Old Mutual Kenya Group is comprised of Faulu, UAP and Old Mutual, forming one of the largest financial services groups with a growing footprint in East and Central Africa. The Group was formed in 2015 as a result of the acquisition of a controlling stake by Old Mutual in Faulu Microfinance Bank in 2014 and UAP Holdings in 2015. The Group pursues an integrated financial services model to avail to customers a comprehensive range of financial solutions which include Investment, Insurance, Banking and Savings through a wider and more accessible distribution network. Our customers can now be assured of holistic solutions and unrivalled convenience to enable them realise their dreams. PETER MWANGI | GROUP CEO, UAP OLD MUTUAL GROUP The UAP Old Mutual Group is part of the Old Mutual Emerging Markets (OMEM). As part of OMEM, UAP Old Mutual is able to leverage technology, technical expertise and the ability to offer broad career growth prospects for employees. THE UAP OLD MUTUAL GROUP WILL OPERATE UNDER THE BANNER OF: THE BUSINESS WILL DRIVE TWO KEY BRANDS IN THE MARKET. BANKING BUSINESS NON-BANKING BUSINESS ANNUAL REPORT & FINANCIAL STATEMENTS 2016 5 OLD MUTUAL PLC AT A GLANCE OLD MUTUAL IS AN INTERNATIONAL INVESTMENT, SAVINGS, INSURANCE & BANKING GROUP Old Mutual began in Cape Town in 1845 as South Africa’s first mutual life insurance company, offering financial security in uncertain times. Today, 172 years on, Old Mutual plc is made up of four strong businesses comprising Old Mutual Emerging Markets, Nedbank, Old Mutual Wealth and Old Mutual Asset Management serving a combined QUICK FACTS ABOUT THE GROUP 18.9 million customers. HEADQUARTERED IN LONDON, COUNTRIES WE DO BUSINESS IN AFRICA, EUROPE, KENYA, UGANDA, SOUTH SUDAN, THE AMERICAS AND ASIA. FROM OUR RWANDA, DR CONGO & TANZANIA. ORIGINS IN SOUTH AFRICA, WE HAVE 6 EXPANDED THROUGH ORGANIC GROWTH AND STRATEGIC ACQUISITIONS. CUSTOMERS Our customers are at the heart of everything we do. We 1. 2 M know that we can only be successful with their continued support and trust – we aim to be their most trusted financial partner, helping them achieve their lifetime financial goals, while investing their funds in ways that will secure a positive future for themselves and their families. CUSTOMER RETAIL SEGMENTS BUSINESS CORPORATE 19.4M 68,527 CUSTOMERS EMPLOYEES 30 £394.9 BN COUNTRIES FUNDS UNDER MANAGEMENT EMPLOYEES 4K & AGENTS THE BUSINESS MODEL: OLD MUTUAL NEDBANK SERVICE & EMERGING MARKETS DISTRIBUTION 15 COUNTRIES 7.7M CUSTOMERS 160+ OUTLETS ACROSS AFRICA IN 9 AFRICAN COUNTRIES OLD MUTUAL OLD MUTUAL WEALTH ASSET MANAGEMENT PROPERTIES IN 4 3,000 UK £195.2BN FINANCIAL FUNDS UNDER 12 COUNTRIES ADVISORS MANAGEMENT 6 UAP OLD MUTUAL GROUP UAP HOLDINGS BOARD OF DIRECTORS’ PROFILES DR JB WANJUI | CHAIRMAN Dr. JB Wanjui CBS, the Chairman of the Board has had a long and illustrious career in the Kenyan corporate scene, the most prominent being the Chief Executive of East Africa Industries (which later became Unilever). He is a graduate of Ohio Wesleyan University, (BA Physics and Mathematics) and Columbia University, (MSC Engineering). Dr. Wanjui was the Chancellor of the University of Nairobi and was previously the Chairman of CfC Stanbic Bank Limited. He is also Chairman and Board member of a number of other Kenyan and international organizations. Dr. Wanjui has been a director of the Company since 1986 and the Chairman of the Board since 1998. In recognition of his exemplary contributions to positive change in society, he received the Chief of the Order of the Burning Spear (CBS) of the Republic of Kenya award. PETER DE BEYER | DEPUTY CHAIRMAN Peter De Beyer was appointed as Deputy Chairman of the Board in June 2005. He joined wider Old Mutual Group in 1978 and has served the business in various capacities including Development Actuary and Executive General Manager. In September 2000, Peter became Deputy Managing Director, South Africa, responsible for all Retail Business. Mr De Beyer retired from Old Mutual Group in November 2008 and continues to serve on its several boards. Peter holds a Bachelors in Business Science and he is a Fellow Institute of Actuaries South Africa. He also has an Advanced Management Program qualification from INSEAD. Peter has significant wealth in corporate leadership and in addition to serving on the OMLAC Board, he currently serves several Boards namely: Autumn Skies Trading 306 CC, South Africa; Oceana Group Limited, South Africa; Old Mutual (Malawi) Limited; Old Mutual (Blantyre) Nominees Limited; OMLAC; Old Mutual Investment Group (SA) Holdings (Proprietary) Limited; Old Mutual Life Assurance Company (Malawi) Limited; Old Mutual Life Assurance Company (Namibia) Limited; Old Mutual (Malawi) Unit Trust Limited; Real People Investment Holdings (Pty) Limited; Old Mutual Life Assurance Company (South Africa) Limited; Old Mutual Life Holdings (South Africa) Limited; Old Mutual Unit Trust Managers Limited; Marriott Unit Trust Management Company Limited; and Old Mutual Nigeria Life Insurance Company Limited JONAS MUSHOSHO | DIRECTOR Jonas Mushosho was appointed Chief Executive Officer for Old Mutual Rest of Africa in February 2017, a position covering 13 countries in Africa except South Africa. He is the current Group Chief Executive Officer of Old Mutual Zimbabwe. He brings with him a wealth of strategic experience and maturity to contribute to the development of the group. Prior to this, he headed the Old Mutual Zimbabwe Life Company as Managing Director, a position he held since June 2009. Jonas is a Chartered Accountant CA (Z), CA (SA) and holds a B. Accounting, B. Compt (Hons) and an MBA. He is a fellow of the Institute of Chartered Secretaries and Administrators (FCIS). A former Zimbabwe Deputy Commissioner of Taxes, Jonas joined Old Mutual in 1990 as a Tax Planning Accountant having worked for the Zimbabwe Tax Department for 10 years. Part of his track record in the Group includes, heading the Retail Business as General Manager (2001 - 2004) prior to his promotion to Finance Director (2004 - 2009). He was appointed to the Board of UAP Holdings on 24th August, 2016. ANNUAL REPORT & FINANCIAL STATEMENTS 2016 7 UAP HOLDINGS BOARD OF DIRECTORS’ PROFILES DR. PETER MUTHOKA | INDEPENDENT DIRECTOR Dr. Peter Muthoka ES B , MB , FKIB, FKIM, is an Independent Director of the Board, and he is the current Chairman of the Faulu Micro Finance Bank, which is a member of the UAP Old Mutual Group. He is also the Chairman of the UAP Old Mutual Foundation. He previously served as the Group Chairman of Kenya Commercial Bank. He is the Chairman of the Board of Fellows of the Kenya Institute of Management (KIM) and Chairman of the Board of Trustees of the Management University of Africa (MUA). He has been a corporate leader and an entrepreneur with long and varied experience in public and private sectors in the fields of management, education, finance, investment, export promotion, agriculture, real estate, corporate governance, international diplomacy and community voluntary work. In recognition of his exemplary service rendered to the Kenyan Public Service and international organizations, he was awarded the medal of Moran of the Burning Spear (MBS) in 2004 and the medal of Elder of the Burning Spear (EBS) in 2012 by H.E The President of the Republic of Kenya. JAMES MUGUIYI | DIRECTOR James Muguiyi is a Non-Executive Director at UAPHL, having previously served as Group Managing Director. During his tenure as the Group MD he oversaw the growth of the Group’s business in Kenya and expansion into Uganda, South Sudan, Rwanda and Tanzania. He presided over the group restructuring in 2008 and the demerger of the Life Insurance Business from General Insurance Business in Kenya. Between 1988 and 2001, he was the Deputy Managing Director. During this time, he oversaw the merger of Provincial Insurance with Union Insurance to form UAP Provisional Insurance in 1994. Mr. Muguiyi is a director of several other companies and is the former Chairman of Centum Investment Company Limited, a company listed on the Nairobi Securities Exchange. He is a Fellow of the Institute of Certified Public Accountants of Kenya (FCPA (K)) where he was at one time the Chairman. He is also a Certified Company Secretary (CPS (K)) and a Chartered Management Accountant (ACMA). PAUL TRUYENS | INDEPENDENT DIRECTOR Paul is a non-executive Director of the Board. He commenced his working career in 1978 as CFO and Chief Actuary, World-Wide Re (UK), a position he left in 1979. In 1980 he joined Southern Life (South Africa) as GM Product Development.
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