Annual Report and Accounts 2018 Fcmb Group Plc Annual Report and Accounts
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FCMB GROUP PLC ANNUAL REPORT AND ACCOUNTS 2018 FCMB GROUP PLC ANNUAL REPORT AND ACCOUNTS FCMB Group Plc, First City Plaza, 44 Marina, Lagos, Nigeria. www.fcmbgroupplc.com FCMB GROUP PLC OUR VISION To be the premier financial services group of African origin. OUR MISSION To attain the highest levels of customer advocacy, be a great place to work, and deliver superior and sustainable returns to our shareholders. OUR CORE VALUES Execution Professionalism Innovation Customer Focus ANNUAL REPORT 2018 At FCMB, we place great value on being a responsible institution. By creating a great place to work for our people, selling our products and services responsibly, eecting positive social outcomes and mitigating the environmental impact of our operations, we believe that we can make a greater positive contribution to our operating environment. Introduction Operating Corporate Financial Other National Shareholder Branches and Account Review Governance Statements Disclosures Information Opening Information Contents At FCMB, Introduction Operating Corporate we place great 1 2 Review 3 Governance value on being a responsible 5 About FCMB Group Plc 17 2018 Awards Won 36 Board of Directors institution. 6 Tribute to Late Dr. Jonathan 19 Operating Companies’ 38 Board Evaluation Report A D Long Performance Highlights 39 Corporate Governance – Commercial & Retail 10 Chairman’s Statement Banking Group 46 Management Report By creating a great place 13 Group Chief Executive’s Report – Asset & Wealth on Certification of to work for our people, Management Group Financial Statements – Investment Banking Group selling our products and 30 Sustainability Report services responsibly, eecting positive social Financial Other National Shareholder Statements Disclosures Information outcomes and mitigating 4 5 6 the environmental impact of our operations, we believe that we can make a greater positive 48 Directors’ Report 255 Value Added Statement 260 Notice of Annual General Meeting contribution to our 57 Statement of Directors’ 256 Five-Year Financial Summary 262 Proxy Form and Resolutions Responsibilities – Group operating environment. 264 Mandate for E-Dividend Payment 58 Audit Committee Report 258 Five-Year Financial Summary 266 Electronic Delivery Mandate Form – Company 59 Independent Auditor’s Report 64 Consolidated and Separate Branches and Account Statements of Profit or Loss and 7 Opening Information Other Comprehensive Income 66 Consolidated and Separate Statements of Financial Position 70 Consolidated and Separate Statements of Changes in Equity 72 Consolidated and Separate 268 List of Branches Statements of Cash Flows 273 Personal Account 74 Notes to the Consolidated and Application Form Separate Financial Statements Read more about our businesses at: www.fcmbgroup.com FCMB Group Plc Annual Report and Accounts 2018 3 Introduction Introduction Operating Corporate Financial Other National Shareholder Branches and Account Review Governance Statements Disclosures Information Opening Information About FCMB Group Plc FCMB Group Plc is a bank-led financial services shares held by about 517,000 shareholders. group, headquartered in Lagos, Nigeria, with First City Monument Bank Limited, the wholly operating companies divided along three business owned flagship company of FCMB Group Plc, is a groups – Commercial and Retail Banking (First City top-10 lender in Nigeria and has over 4.9 million Monument Bank Limited, Credit Direct Limited, customers and 205 branches in Nigeria and a FCMB (UK) Limited and FCMB Microfinance Bank banking subsidiary in the United Kingdom through Limited); Investment Banking (FCMB Capital FCMB Bank (UK) Limited (which is authorised by Markets Limited and CSL Stockbrokers Limited); the Prudential Regulation Authority (PRA) and and Asset & Wealth Management (FCMB Pensions regulated by the Financial Conduct Authority (FCA) Limited, First City Asset Management Limited and and the PRA in the United Kingdom). CSL Trustees Limited). Listed on the Nigerian Stock Exchange (NSE) with the ticker symbol More information can be found at: ‘FCMB’, FCMB Group Plc has 19.8 billion ordinary www.fcmbgroup.com 1977: Founded 1977 City Securities Limited is established 1982: Acquired Banking Licence First City Merchant Bank is 1982 licensed, becoming the first local 2001: Name Change bank in Nigeria to be established Name change from First City without government support Merchant Bank to First City Monument Bank following FCMB’s 2001 transformation to a universal bank 2004: Private Placement Private placement of shares raises over N7 billion, followed 2005: Initial Public Offering 2004 by conversion to a public Through an initial public offering, liability company FCMB raises over N16 billion and acquires Cooperative Development Bank, Nigerian American Bank and 2005 2007: Public Offering Midas Bank Nigeria. It achieves The bank attracts sizeable foreign the N25 billion share capital target shareholding. Tier 1 capital raised stipulated by the CBN 2007 through public offering increases from just over N31 billion to N133 billion 2012: Merger with FinBank The Federal High Court of 2012 2013: Group Restructuring Nigeria approves the merger Migration of FCMB shareholders of FCMB Plc (‘FCMB’) and to FCMB Group Plc (HoldCo) and FinBank Plc (‘FinBank’) subsequent de-listing of FCMB Plc 2013 and listing of the HoldCo on the Nigerian Stock Exchange (NSE) 2014: FCMB (UK) Licence FCMB (UK) Limited obtains 2014 commercial banking licence to 2017: Acquired Legacy Pensions operate in the United Kingdom FCMB acquires majority stake in Legacy Pension Managers Limited 2017 (now FCMB Pensions Limited) FCMB Group Plc Annual Report and Accounts 2018 5 Introduction Operating Corporate Financial Other National Shareholder Branches and Account Review Governance Statements Disclosures Information Opening Information Tribute to Late Dr. Jonathan A D Long Tribute to my late bosom friend and colleague, Dr. Jonathan Arthur Deverell Long, aged 71 FCMB Group has lost a passionate, extremely devoted, loyal staff, and an exemplary associate builder who, has given the longest service to the institution among the professional staff, apart from my humble self! I too have lost a bosom and extremely loyal friend, who when we became close, shared with me my aspirations to build a mega financial institution, without a foreign technical partner – (a Bank); as was required by the Regulators (Central Bank of Nigeria and Federal Ministry of Finance) in those days! We have earlier announced in the Obituary Notice that Jonathan Long only retired as Group Chairman of the Board of Directors of FCMB Group on the 11th of April, 2018, because of his somehow protracted illness. I will even say that until he breathed his last in the early hours of Saturday, 9th of February, 2019, every moment of his existence in life, after the age of 31, was taken up by his thoughts for FCMB Group and its future! So was Jonathan’s love and attachment to the institution, that he had helped his friend, Mike Balogun, to build and nurture to what we have today as FCMB Group. It would appear to me that there was a Divine intervention in his ultimate employment and the consummate service he gave to the Group, as it was never planned nor conjectured by me that he would stay on that long in the service of the Institution. City Securities Limited, the foundation company of the Group, a fledgling new financial institution, imbued with tall aspirations, had won a landmark mandate from the Nigerian National Petroleum Corporation (NNPC) to advise the corporation on the restructuring of its management to enable it effectively fulfil the objectives set for it by the Government of Nigeria. It was a mandate also competed for by a number of subsidiaries Otunba Michael O. Balogun, CON of International Financial institutions in Nigeria, Founder and one or two local branches of International Accounting and Consulting Firms. Appreciating the enormity of the assignment and not to lose 6 FCMB Group Plc Annual Report and Accounts 2018 Introduction Operating Corporate Financial Other National Shareholder Branches and Account Review Governance Statements Disclosures Information Opening Information credibility with those who gave the new City were not successful in identifying any foreign Securities Limited the mandate, we decided to institution that would come and join us in look for a financial institution with considerable Nigeria, particularly because of the bad press experience in the Oil Industry in the United Nigeria was having in view of the military regime Kingdom to work with City Securities Limited which made all foreign financial institutions to be on the assignment. A very good friend of mine, cautious in coming to set up business in Nigeria. Nicholas Toosey, a former co-director with After about a year of scouting round without me on the Board of Icon Limited (Merchant luck, we went back to the Central Bank seeking Bankers) representing their technical partners, an interim concession whereby we would look Baring Brothers (Merchant Bankers) in London, for expatriate staff from foreign banks to join suggested to City Securities that an appropriate us. Jonathan’s name naturally came to my mind, partner in executing this major mandate should but he was just over 30 years and not married. be a London merchant bank with considerable Naturally, he hesitated initially. In the meantime, interest in the oil industry, and he further went we were able to secure a former Chief Executive on to suggest Charterhouse Japhet, a merchant of an American merchant bank in Nigeria, bank with investments in the North Sea Oil in the originally known as First Chicago, and later known United Kingdom, and it was he who approached as International Merchant Bank (IMB) who agreed Charterhouse Japhet on behalf of City Securities to join us as he had stayed in Nigeria for over 4 Limited. Charterhouse Japhet readily agreed to years and was familiar with the environment. His send a team of three senior bankers, led by a Mr. name was Martin White. He was about my age Clive Rudkin, the youngest member of this team or slightly older. To my joyful surprise, a few being a 29 year-old Dr.