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Cornerstone Annual Report 2016.Pdf RC 163170 PROFESSIONALISM 2016 21, Water Corporation Drive, Off Ligali Ayorinde Street, Victoria Island, Lagos. ANNUAL REPORT Tel: 012806500 Web: www.cornerstone.com.ng & ACCOUNTS Email: [email protected] Results at a Glance 73 Takaful Life Business Revenue Account Chairman’s Statement Corporate Governance Report 75 Notes to the Consolidated and Separate Financial Statements 30 Complaints and Feedback Risk Management Declaration 145 Dividend History 63 Financial Statements Consolidated and Separate Statement of Financial Position Statement of Changes in Equity 68 Statement of Cash Flows NOTICE OF ANNUAL GENERAL MEETING 2016 Annual Report & Accounts NOTICE IS HEREBY GIVEN that the Twenty Fifth Annual General Meeting of Cornerstone Insurance PLC will hold at the Agip Recital Hall, MUSON Centre, Onikan, Lagos on Thursday, June 15th , 2017 at 11.00am to transact the following businesses: ORDINARY BUSINESS NOTES 1. To receive the Audited Financial Statements of the 1. CLOSURE OF REGISTER OF MEMBERS AND Company for the year ended December 31, 2016 together TRANSFER BOOKS with the Reports of the Directors, Auditors and Audit The Register of Members and Transfer Books of the Committee thereon; Company will be closed from June 5 to June 9, 2017 (both days inclusive) to enable the Registrar update the Register 2. To elect and re-elect Directors; of members. 3. To authorise the Directors to fix the remuneration of the 2. AUDIT COMMITTEE Auditors; • Pursuant to Section 359(5) of the Companies and Allied Matters Act 2004, any Shareholder may 4. To elect shareholders' representatives to the Audit nominate another shareholder for appointment to the Committee; and Audit Committee by giving notice in writing of such nomination to the Company Secretary at least Twenty 5. To consider and if thought fit, pass the following resolution One (21) days before the Annual General Meeting. as an ordinary resolution of which Special Notice has been • Please note that The Code of Corporate Governance given in accordance with Section 364 (1) (a) of the for Public Companies issued by the Securities and Companies and Allied Matters Act, CAP C20, LFN, 2004: Exchange Commission provides that members of the Audit Committee should be financially literate and “that Messrs. Akintola Williams Deloitte, shall able to read financial statements. We therefore retire as Auditors of the Company in line with request that all nominations to the Audit Committee Section 8 (iii) of the NAICOM Code of Corporate should be accompanied with the Curriculum Vitae of Governance and in their stead, Messrs, KPMG the Nominees. Professional Services be and are hereby appointed as Auditors of the Company. 3. ELECTION/RE-ELECTION OF DIRECTORS SPECIAL BUSINESS 3.1. Election of Directors i. To elect Mr. Ekwunife Okoli as a non-executive 6. To consider and if thought fit, pass the following as an independent Director with effect from 22nd July, ordinary resolution: 2016; ii. To elect Ms. Elizabeth Amadiume as a non- Approval of Related Party Transactions executive independent Director with effect from 21st October, 2016; “That a General Mandate be and is hereby given to the iii. To elect Mr. Anthony Egbuna as a non-executive Company to enter into recurrent transactions with Director with effect from 21st October, 2016; related parties for the Company's day-to-day operations, iv. To elect Mr. Segun Adebanji as a non-executive including the procurement of goods and services, on Director with effect from 28th April, 2017 normal commercial terms in compliance with the Nigerian Stock Exchange Rules Governing Transactions with The profiles of the Directors are contained in the Related Parties or Interested Persons.” Annual Report and Accounts. PROXY 3.2. Re-election of Directors A member entitled to attend and vote at the Annual General Pursuant to Section 259 (1) of the Companies and Meeting may appoint a proxy to attend and vote in his/her stead. Allied Matters Act, CAP C20, LFN, 2004, the Directors A proxy need not be a member of the Company. A form of proxy to retire by rotation are Mr. Ayo Osunbunmi, Mr. is attached to the Annual Report and if intended to be used, it Dominic Ichaba and Mr. Steve Iwenjora. must be executed and returned to the office of the Registrars, Lighthouse Registrars Limited, Kingsway Building (3rd Floor) 2/4, Their profiles are contained in the Annual Reports Davis Street, Lagos or the office of the Company Secretary, PAC and Accounts and are also available for viewing on Solicitors, 16, Kofo Abayomi Street, Victoria Island, Lagos, not www.cornerstone.com.ng later than 48 hours before the time fixed for the meeting. 2 NOTICE OF ANNUAL GENERAL MEETING CONTD. TABLE2016 Annual OF Report CONTENT & Accounts 4. RIGHTS OF SECURITIES’ HOLDERS TO ASK QUESTIONS Any member attending the meeting has the right to ask questions at the meeting and in writing prior to the meeting. Any questions to be asked prior to the meeting must reach the Company not later than 48 hours before the time fixed for the meeting. 5. WEBSITE A copy of this Notice and other information relating to the meeting can be accessed via the Company's website at www.cornerstone.com.ng Dated this 8th day of May, 2017 By Order Of the Board Elizabeth I. Uba-Onubogu PAC Solicitors (Company Secretary) FRC/2015/NBA/0000000/6266 16, Kofo Abayomi Street Victoria Island, Lagos Tel: 0909 929 8887, 0806 348 0070 Website: www.cornerstone.com.ng 3 CORPORATECONTENT INFORMATIONOF TABLE 2016 Annual Report & Accounts 2016 Annual Report & Accounts BOARD OF DIRECTORS Mr. Segun Adebanji Group Chairman( From April 28, 2017) Mr. Paul Kokoricha Group Chairman( From October, 2016 to April 2017) Mr. Adedotun Sulaiman (MFR) Group Chairman( Retired September, 2016) Mr. Richard Ikiebe Vice Chairman( Retired March 2016) Mr. Ganiyu Musa Group Managing Director/CEO Mr. Oladapo Egbeyemi Non-executive Director( Retired March, 2016) Alhaji Hussaini Abdulrahman Non-executive Director( Retired March, 2016) Mr. Peter Ameadaji (Alternate) Non-executive Director( Retired March, 2016) Mr. Dominic Ichaba Non-Executive Director Mr Steve Iwenjora Non-Executive Director Mrs. Ndidi Okonkwo Nwuneli (MFR) Independent Director(Resigned December 2016) Mr. Ekwunife Okoli Independent Director( Appointed July 22, 2016) Ms. Elizabeth Amadiume Independent Director( Appointed October 21, 2016) Mr. Anthony Egbuna Non-Executive Director(appointed October 21, 2016) Mr. Tokunbo Bello Executive Director Mr. Ayo Osunbunmi Executive Director LEGAL ADVISER Ifeoma Utah 21, Water Corporation Drive, Off Ligali Ayorinde Street, Victoria Island, Lagos COMPANY SECRETARY PAC Solicitors 16 Kofo Abayomi Street, Victoria Island, Lagos. Tel: +234-805-056-9557, +234(01)7611191, +234(01) 2701121,+234(01)8980746 REGISTERED OFFICE: 136, Lewis Street, Lagos. Tel:01-0126332863, 2630722,2631832 (Lagos Island Office) Website: www.cornerstone.com.ng CORPORATE HEAD OFFICE: 21, Water Corporation Drive, Off Ligali Ayorinde Street, Victoria Island, Lagos Tel: 01-2806500 Website: www.cornerstone.com.ng Email: [email protected] LAGOS BRANCHES: 1) 136, Lewis Street, Lagos. Tel:01-2632863,2630722,2631832(Lagos Island Office) 2) 79, Allen Avenue(Samsung House) Ikeja, Lagos. Tel: 0802306981,01-8182984 3) Polysonic Mall(2nd Floor)42/44, Warehouse Road, Apapa, Lagos. Tel: 08033911435,07028856589 4) 191, Herbert Macaulay Street, Yaba. 5) Idowu Tailor, Victoria Island Lagos OTHER BRANCHES 1) KM 20, Constitution Road, Kaduna Tel:07029234155 2) 67, Aboderin Layout, Oni& Sons Area, Ring Road, Ibadan Tel:02-8735649 3) 180, Aba Express Road, Port Harcourt Tel: 07029325494, 08056938454 4) Plot 487, Adetokunbo Ademola Str., Wuse II, Abuja Tel: 09-87766611,07028415541 5) Suite 7, No.5, Bank Road, Kano Tel:064-913241,064-925578 6) 57, Effurun / Sapele Road, Effurun-Warri, Delta State Tel:07029066313 7) 110, Muritala Muhammed Highway, Calabar Municipality, Calabar, Cross Rivers State. Tel: 087-845147,08056938454 8) Agbeloba Buildin. 56, Quarry Road, Abeokuta, Ogun State. Tel:01-7363042 9) 3, Sokoto Road, Sabo Oke, Ilorin, Kwara State. Tel: 080595581032 4 CORPORATE INFORMATION CONTD. 2016 Annual Report & Accounts SALES OUTLET: Beside Coca Cola Depot, Gbongan Road, Oshogbo, Osun State. Tel: 02-7512395 REGISTRARS: Lighthouse Registrars Limited, 2/4 Davies Street Marina, Lagos BANKERS: Access Bank Plc First Bank of Nigeria Limited Standard Chartered Bank Limited Guaranty Trust Bank Plc Wema Bank Plc United Bank For Africa Plc Stanbic IBTC Bank Plc First City Monument Bank Plc Heritage Bank Plc Skye Bank Plc Union Bank Plc Zenith Bank Plc AUDITORS: Akintola Williams Deloitte Chartered Accountants Civic Center Towers, Ozumba Mbadiwe Avenue, Victoria Island, Lagos, Nigeria CAC REGISTRATION RC: 163170 NUMBER 5 RESULTS ATCONTENT A GLANCEOF TABLE 2016 Annual Report & Accounts Group Group Company Company 2016 2015 2016 2015 N'000 N'000 N'000 N'000 Gross Premium Written 9,190,634 7,331,633 8,389,950 7,331,633 Gross Premium Income 8,456,458 7,119,632 7,768,850 7,119,632 (Loss)/Profit Before Taxation (1,264,660) 1,843,054 (1,516,213) (332,139) Taxation (470,563) (212,300) (373,574) (203,374) (Loss)/Profit After Taxation (1,735,223) 1,630,754 (1,889,787) (535,513) 6 CHAIRMAN’S STATEMENT CHAIRMAN’S STATEMENT 2016 Annual Report & Accounts MR. PAUL KOKORICHA Outgoing Group Chairman MR. SEGUN ADEBANJI Group Chairman 28 CHAIRMAN’S STATEMENT CONTD. TABLE2016 Annual OF Report CONTENT & Accounts Distinguished shareholders, members of the Board of Directors, 1.82 million barrels per day. By the end of the second quarter, invited guests, ladies and gentlemen. I welcome you all to the 25th Nigeria had recorded two consecutive quarters of contraction Annual General Meeting of our Company, Cornerstone Insurance (-2.06% in Q2) and for the first time in 29 years, the economy was PLC (“the Company”). I hereby present to you the Annual Report officially in a recession. and accounts for the financial year ended 31 December, 2016 as well as an overview of the major developments that shaped our Among other factors, the sharp drop in forex income, in an import financial results.
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