PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India)
2018 Annual Report & Accounts
PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018
Prestige Assurance Plc's Financial Statements comply with the applicable legal requirements of the Companies and Allied Matters Act, CAP C20 LFN 2004 regarding financial statements. The financial statements have been prepared in compliance with IAS 1 'Presentation of the Financial statements', its interpretation issued by the International Accounting Standards Board and adopted by the Financial Reporting Council of Nigeria.
01 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018
Ex-
02 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Contents Vision, Mission and Core Values 4 Corporate Information 5 Results at a Glance 6 Performance Indicator 7 Notice of 49th Annual General Meeting 10 Board of Directors 11 Board of Directors Profile 12 Management Team 16 Chairmain’s statement 17 Managing Director Report 21 Statement of Directors' Responsibilities in Relation to the Preparation of the Financial Statements 23 Report of the Directors 24 Board Evaluation Report 29 Corporate Governance Report 30 Certificate Pursuant to Section 60(2) of the Investment and Securities Act10 35 Report of the Audit and Compliance Committee 36 Management Complaints Policy 37 Management Discussion and Analysis 44 Independent Auditors' Report 46 Summary of Significant Accounting Policies 51 Transition Disclosures 88 Statement of Profit or Loss and Other Comprehensive Income 93 Statement of Financial Position 94 Statement of Changes in Equity 95 Statement of Cash Flows 96 Notes to the Financial Statements 98 Other National Disclosures: Revenue Accounts 151 Statement of Value Added 152 Five-Year Financial Summary 153 Analysis of Shareholdings 155 Share Capital 156 E-Dividend Form 157 Proxy Form 158 Unclaimed Dividend 160
03 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018
OUR VISION
To build a reputable brand that remains ahead in providing timely service OUR MISSION delivery and customised insurance products To be the preferred and most reliable risk carrier providing quality insurance products and services to customers and creating value to all stakeholders
CORE VALUES VALUES
S Professionalism We always produce high quality output free of error
Reliability Our customers can depend on our timely service delivery
Empathy We are compassionate and caring to our customers
ALUE Services We are committed to serving the community
V Transparency We are open in our transactions
E We constantly deploy products to meet our Innovation customers challenging needs
Goal Oriented We are committed to achieve our set objectives OR Excellence We exhibit excellence in our behaviour and actions C
04 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Corporate Information
Directors Dr. Adedoyin Salami (Nigerian) - Chairman (Appointed on 11 June 2018 and approved by NAICOM on 28 January 2019) Mr. Hassan T. M. Usman (Nigerian) - Chairman (Retired on 20 April 2018) Dr. Balla Swamy (Indian) - Managing Director/CEO Mr. Sarbeswar Sahoo (Indian) - Executive Director Mr. Gopalan Srinivasan (Indian) - Non-Executive Director Mr. Muftau Olakunle Oyegunle (Nigerian) - Non-Executive Director Mr. Gopalan Raghu (Indian) - Non-Executive Director Mr. Sibharth Prandan (Indian) - Non-Executive Director Mrs. Funmi Oyetunji - Independent Non-Executive Director (Appointed on 11 June 2018 and approved by NAICOM on 28 January 2019)
Registered Number 6753
NAICOM Reg. Number 033
Company Secretary Abayomi Odulana FRC/2013/ICSAN/000000003201
Registered Office Ligali Ayorinde Street, Victoria Island, Lagos P.O.Box 650 Marina, Lagos [email protected] www.prestigeassuranceplc.com
Actuaries Zamara Consulting Actuaries Nigeria Limited FRC/2019/00000012910 Adetokunbo Ademola Street Victoria Island Lagos
Registrars First Registrars & Investors Services Limited Plot 2, Abebe Village Road Iganmu, Lagos FRC/2013/00000000001946
Auditors Ernst & Young 10th & 13th Floors, UBA House, 57, Marina Lagos
Bankers Access Bank Plc Keystone Bank Limited Bank of India Limited Polaris Bank Limited Citi Bank Nigeria Limited Providus Bank Limited Fidelity Bank Plc Stanbic IBTC Bank Limited First Bank of Nigeria Limited Sterling Bank Plc Guaranty Trust Bank Plc Union Bank Plc Heritage Bank Plc United Bank for Africa Plc
Re-insurers (1) African Reinsurance Corporation (4) NCA Reinsurer (2) Aveni Reinsurer (5) Zep Reinsurer (3) Continental Reinsurance
05 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Result at Glance
2 018 2017 ₦’ 000 ₦’000
Gross premium writte n 4,792 ,385 3,80 8,516
Net premium incom e 2,281 ,491 1,44 8,481
Underwriting expenses 2,469,266 1,615 ,034
Interest Income 533,921 539,569
Other investment income 365,359 291,370
Other operating income 5,429 30,774
Result from operating activities 6 4 5 ,43 0 706,215
Profi t for the year 4 2 3 ,795 531,841
Net assets 8,101,086 7,508,121
Total assets 13,020,999 11,775,553
Basic earnings per share (Kobo) 7.8 9 9.90
Diluted earnings per share (Kobo) 7.89 9.90
06 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Performance Indicator
07 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Performance Indicator (Cont’d)
08 Prestige....Compassionate & Caring
PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Notice of 49th Annual General Meeting
No ce is hereby given that the Forty-Nineth (49TH) Annual General Mee ng of Pres ge Assurance Plc will be held at the AGIP Recital Hall Muson Centre, Onikan, Lagos on the 29th of July 2019 at 12 Noon for the following purposes:
ORDINARY BUSINESS 1. To lay before Members the Report of the Directors, the Financial Statements of the Company for the year ended 31st December 2018, the Report of the Auditors and Report of the Audit Commi ee thereon. 2. To declare a Dividend. 3. To elect/re-elect Directors. 4. To re-appoint the Auditors of the Company and to authorize the Directors to fix their remunera on. 5. To elect members of the Audit Commi ee
SPECIAL BUSINESS 6. To approve the remunera on of the Directors.
7. To consider and if thought fit, pass the following resolu ons as ordinary Resolu on: “That the Authorized Share Capital of the Company be and is hereby increased from ₦ 3,000,000,000 to ₦ 10,000,000,000 by the crea on of 14,000,000,000 ordinary Shares of 50K each which will rank “pari-pasu” with exis ng Shares of the Company”. b) That subject to obtaining all regulatory approvals, the Directors be authorized to raise capital by way most suitable to the Company in line with the recapitaliza on requirement of the Na onal Insurance Commission.
8. To consider and if thought fit ,pass the following as special resolu on: That Clause 6 of the Memorandum of Associa on of the Company be and is hereby deleted in its en rety and replaced with the following: “The Authorized share capital of the Company is ₦ 10,000,000,000 divided into 20,000,000,000 ordinary shares of fi y kobo ( ₦ .50k) each.” b). That Ar cle 3 of the company's Ar cle of Associa on be amended to read: “The Authorized share capital of the Company is ₦ 10,000,000,000 divided into 20,000,000,000 ordinary shares of fi y kobo ( ₦ .50k) each.” 9. That the Board of Directors and the company secretary be and is hereby authorized to do all such acts, deeds, ma ers and things as the Board may deem necessary to give effect to the aforemen oned resolu ons of the company.
BY ORDER OF THE BOARD
ABAYOMI O. ODULANA, FCIS Company Secretary/Chief Compliance Officer FRC/2013/ICSAN/00000003201 Dated this day 18th Day of June 2019 NOTES: (i) Proxy A member of the Company en tled to a end and vote at the Annual General Mee ng is en tled to appoint a proxy to a end and vote instead. A proxy need not be a member of the Company. A proxy form is a ached and if it is so be valid for the mee ng, it must be executed and deposited with the Registrar of the Company not less than 48 hours before the me of holding the mee ng.
(ii) Closure of Register of Members. The Register of Member and Transfer Books will close from 6th of May 2019 to 10th of May 2019 (both dates inclusive) for the purpose of upda ng the Register of Members.
(iii) Dividend Payment If the payment of dividend is approved by the mee ng, the warrants or bank accounts of shareholders with the appropriate e-dividend mandate will be posted/credited on 31st July 2019 to shareholders whose names appear in the Register of members as at the close of business on Friday 3rd May 2019.
(iv) Audit Commi ee The Audit Commi ee consist of three Shareholders and three Directors. Any Shareholder may nominate another Shareholder as a member of the Audit Commi ee by giving no ce in wri ng of such nomina on to the Secretary of the Company at least twenty-one (21) days before the Annual General Mee ng. In accordance with Code of Corporate Governance and Best Prac ce, it would be preferable if nominees have Accoun ng knowledge in order to ensure Best Prac ce.
(v) Rights of Securi es Holders Securi es Holders have the right to ask ques on not only at the mee ng but also in wri ng prior to the Mee ng. Such ques ons should be submi ed to the Company secretary on or before the 27th of July, 2019.
10 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Board of Directors
11 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Board of Directors Profile
1. MR. MUFTAU O. OYEGUNLE Acting Chairman
Mr. Muftau Olakunle Oyegunle served as General Manager Commercial at Leadway Assurance Company Limited. Mr. Oyegunle served as General Manager of Operations at Leadway Assurance Company, Limited. He served as General Manager of U/W for North at Leadway Assurance Company Limited. He has extensive experience in insurance underwriting.
Mr. Oyegunle serves as a Fellow of the Chartered Insurance Institute, London. Apart from his formal training, he has attended several courses and seminars including the Advanced Course in General Insurance organized by the Swiss Insurance Training Institute. He served as Director of Prestige Assurance Plc. He serves as Non-Executive Director at Prestige Assurance Plc. He is a graduate from University of Ibadan with a Bachelors Degree in Sociology.
2. MR. GOPALAN SRINIVASAN NON –EXECUTIVE DIRECTOR
Mr. Srinivasan joined The New India Assurance Co Ltd, Mumbai, India in 1979 as a Scale I Officer. During this long period of service, he has held various Executive Management positions i.e. Senior Divisional Manager, Regional Manager, Coimbatore Regional Office, General Manager in charge of various Technical Departments and Foreign Administration Department, Head Office, Managing Director, New India Assurance Co Ltd, Trinidad and Tobago. Presently he is the Chairman-cum-Managing Director of New India Assurance Company.
He holds a degree of Bachelor of Commerce and Fellow of Insurance Institute of India. He was appointed 18th July 2013
3. MR. ATUL SAHAI Non-Executive Director Mr. Atul Sahai having 35 years of experience in insurance sector as an Executive and always a team leader for success of the organization. He is having significant experience in business development, risk negotiation, risk inspection at various levels he worked such as Branch, Division, Region and Head Office of New India Assurance Company. He is acknowledged for sound commercial knowledge, managerial skill and time management techniques. He holds a Post Graduate Degree, Associate of Insurance Institute of India and Diploma in Computers & Certificate course in Capital Markets from BSE, Mumbai. He started his working career with The New India Assurance Company Limited, Mumbai in 1984. He worked in various capacities as Branch Manager, Divisional Manager and Senior Divisional Manager on insurance business development. He acquired technical, personnel, Accounts & Investment and IT skills at Kanpur Divisional office and Mumbai Head Office. His services as Chief Manager, New India Head Office Mumbai was recognized for recruitment process, HR & Training. On promotion as Deputy General Manager, his services were transferred to Oriental Insurance Co Delhi, where he played a significant role in the Company Technical departments such as Health, Motor, Reinsurance and Foreign Operations. He was promoted to General Manager in 2015 and handled all the technical departments with impressive growth and profitability. Ministry of Finance, Government of India appointed him as Chairman-Cum-Managing Director, New India Assurance Company from December 2018 till date.
12 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Board of Directors Profile (Cont’d)
4. DR. BALLA SWAMY Managing Director (MD/CEO)
Dr. Balla Swamy is a Veterinary Graduate (B.V.Sc) from Andhra Pradesh Agricultural University, Hyderabad and Post-graduate in Business Administration (M.B.A Marketing) from Dr. B.R. Ambedkar Open University, Hyderabad, India. He is also Associate of the Insurance Institute of India and attended various training programmes at national and international levels on Insurance, Reinsurance and Management studies including Corporate Governance With an experience of two years in Rural India, joined as Direct Recruit Specialist Officer in 1985, The New India Assurance Co Ltd, Mumbai, (Wholly Owned by the Govt. of India) and Largest General Insurance Company with A- Excellent Rating given by A.M. Best Company, U.S.A. rated A-(Excellent – Stable outlook) by AM Best. Indicating that the Company has the highest degree of financial strength to honor its Policyholders obligations. He worked in various Offices and attained Administrative and Underwriting skills in ranks of Assistant Administrative Officer, Assistant Manager for a period of twelve years in handling major catastrophic losses and Rural Mass Insurance Programmes. He is recognized as Specialist for Agriculture and Rural Insurance business in Andhra Pradesh. He assumed the marketing activities from 1997 to 2004 as Divisional Manager and Senior Divisional Manager in Andhra Pradesh and serviced Major Divisional Office at Vishalkaptnam. His services were recognized and deputed to Philippines to head the operations of 78 years old Branch Office of The New India Assurance Co Ltd, in Manila. The office grew with two branch offices and two general agencies, resulting in premium growth and profitability out of expansion of reinsurance support from the corporate office and remained as major player in Philippines from the year 2004 to 2007. In the year 2008, he was elevated to Chief Manager and posted as Head of Reinsurance Department of The New India Assurance Co Ltd, at Head Office, Mumbai up to the year 2010. Subsequently, he was recognized to handle the Health Insurance Department of The New India Assurance Co Ltd, the largest Health Insurer in India. To his credit, successful implementation of Health Insurance Module in centralized web based Insurance Systems and centralized payment of all the claims to the customers and hospitals directly through electronic payment, resulting in the bagging of Award of Best Health Insurer by Outlook Express Magazine. The New India Assurance Co Ltd also instituted the Health Achievers Award in coordination with Times of India to recognize the services of the best doctors, hospitals and innovations in the field of Health Management Services. He was deputed to Prestige Assurance Plc as its Managing Director in November 2014 subsequent to his elevation to the exalted position of Deputy General Manager in the same year. APPOINTED : November 2014
5. DR. DOYIN SALAMI Non-Executive Director
Dr. Doyin Salami is a full time member of the faculty at the Lagos Business School (LBS), Pan-Atlantic University where he is an Associate Professor. In addition to teaching, he works as a Principal Consultant in Edward Kingston Associates. His consulting activities have included assignments for the Department for International Development (DFID), World Bank, United Nations Industrial Development Organisation (UNIDO), and United States Agency for International Development (USAID).
Dr. Salami is a past member of the Federal Government's Economic Management Team. He serves as a Member of the Advisory Board of CBO Investment Management. Dr. Salami is an accomplished economist and has a doctorate degree from Queen Mary College, University of London.
13 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Board of Directors Profile (Cont’d)
6. MR. SIDHARTH PRADHAN Non Executive Director
Mr. Sidharth Pradhan is a Post Graduate from Utkal University, Orissa and a Fellow of Insurance Institute of India. He joined as a Direct Recruit Officer in 1984 and undergone Foundation Training Programme at Corporate Training Centre of NEW INDIA ASS. Co. Ltd.
Mr. S. Pradhan started his career as Asst. Admn. Officer in Surat Branch. Subsequently he was assigned with marketing functions in the year 1992 and he was servicing big industrial houses like KRIBHCO, RELIANCE AN ESSAR STEEL etc. He worked as DM and SRDM till 2006 servicing mostly big clients and also successfully expanded the retail business. In 2007, he was promoted to REGIONAL MANAGER and was in-charge of Underwriting and marketing functions of MRO III, which is the largest RO of the Company.
During his tenure, he was successfully servicing the Clients like RELIANCE, TATA Group of companies, Aditya Biria Group of companies and Larsen & Toubro etc.
He was deputed to TOKYO as CEO in the year 2010 and worked there upto June 2016. As a CEO, he was looking after entire Japanese operations of NEW INDIA Ass. Co. Ltd. During his tenure, JAPAN made a turn-around after a gap of many years which reflects his leadership qualities and understanding of business environment.
On his coming back to INDIA in August 2016, he joined the Company as GENERAL MANAGER and is looking after CORPORATE LEGAL, MOTOR TP and all Foreign Operations.
7. MR. ANJAY DEY Non-Executive Director
Mr Anjan Dey is a first class graduate from university of Allahabad and post graduate from Monirba-Premier Institute under University of Allahabad with specialization in Marketing Research and management. He is also an Associate of Insurance Institute of India.
He joined as Direct Recruit of the company, the New India Assurance Co. Ltd on !st July 1986 at officer level.
He has worked in various capacity in the position of Branch Manager, Divisional Manager, Senior Divisional Manager and Regional Manager at office of The new India Assurance Co. Ltd.
He became the country Head for New India Assurance Co. Ltd, Aruba, Dutch Caribbean from the year 2000 to 2005. He held the Unique position of Chief underwriter for the Regional office and as well served as Member of Regional Claims Committee from 2005 to 2008.
He was deputed to Tanzindia Assurance Company limited as its Managing Director/CEO in Dar Es Salam, Tanzania, an off spring of kenindia Assurance Co. Ltd, Nairobi, Kenya from 2012 to 2017.
After completion of his tenure, he returned to The New India Assurance Co. Ltd as Deputy General Manager and worked in various capacity at Head Office, Mumbai Regional Office ii and Mumbai Regional Office iii.
In July 2018, he was promoted to the position of General Manager. He currently works as General Manager and Chief Marketing Officer for The New India Assurance Co. Ltd, Mumbai, India.
He is also in-charge of coordinating and overseeing regional offices cut across major regional office in India. he is also in-charge of overseas operations of New India Assurance Co. Ltd.
Mr Anjan Dey is an astute Insurance Professional, who has cut an edge in insurance underwriting, marketing and new products development.
14 Prestige....Compassionate & Caring
PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Board of Directors Profile (Cont’d)
8. MR. GOPALAN RAGHU Non-Executive Director
Mr. Raghu holds a Bachelor of Science degree from Loyola College, Madras, India. He is a Chartered Accountant and an Associate of Company Secretaries, India. He joined Messrs H. B. Chanrai Group of Companies in 1980 as its Financial Controller and in 1985; he was promoted as General Manager.
In 1991 he was appointed Group Managing Director. He is a Director of various companies including J. T. Chanrai & Co (PH) Ltd, Woollen & Synthetics Textile Mfg. Co Ltd, Standard Biscuits Nig. Ltd, Agro Products Nig. Ltd and Polythene Enterprises Nig. Ltd and a Trustee of Indian Language School, Lagos.
Appointed 24th April 2012.
9. MRS FUNMI OYETUNJI Non-Executive Director
Mrs. Funmi Oyetunji has been the Managing Director of Abitos Financial Services Limited, a financial advisory and real estate investment company since 2002. Mrs. Oyetunji has over 30 years of experience in audit, financial services, banking and asset management. From 1981 to 1992, she built a career in audit and business/financial advisory with the firms of Coopers and Lybrand and Z.O Ososanya & Co in Nigeria and KPMG in the UK. Her banking experience spanned ten years from 1992 to 2002 when she held senior management positions including head of Foreign Operations and Bank Treasurer at First Bank of Nigeria.
She has been a Non-Executive Director of Ecobank Nigeria Limited since April 2012. She has taught Accounting and Finance on the executive programs of the Lagos Business School and IBFC Agusto. She has also taught Asset & Liability Management for the Money Market Association of Nigeria.
She is a member of the International Women Society. She is a Fellow of both the Institute of Chartered Accountants of Nigeria and The Association of Certified Accountants in the UK. She graduated from the University of Nigeria in 1977 with a BSc in accountancy.
10. MR. SARBESWAR SAHOO Executive Director
Mr Sahoo holds a Masters Degree in commerce, Masters in Business Administration(Finance & Marketing ) and is a fellow of the Insurance institute of India . He joined the services of New India Assurance Company Limited in 1988 and he had worked in various location across india in different capacities ranging from Accounts, Claims, Personnel and various aspect of Branch,Division and regional operations. Prior to his deputation,he was the regional Manager in charge of Bhubaneswar regional operations. He has 27 years experience in General Insurance and has undergone various professional trainings which cuts across different aspect of Insurance. He was posted to Prestige Assuraqnce Plc as General Manager Risk Control in November 2015 to oversee operations,Marketing ,Cliams and underwriting. Mr S. Sahoo is Married with Children. Appointed:27th of June 2016.
15 Prestige....Compassionate & Caring
PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Management Team
16 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Chairman’s Statement
It is my great honour and pleasure to address you on “this august occasion of “ Prestige Assurance's 49th Annual General Meeting (AGM).
Sir. Muftau Oyegunle Acting Chairman
Serving as Chairman of the Board at this time is at once daunting and auspicious – daunting because of the challenging nature of the business environment surrounding the Company's operations; auspicious because of the prospects for continuing and robust growth that continue to abound.
Permit me to place on record our collective gratitude to my predecessor, Mr. Hassan Usman. I thank him and the other directors who similarly retired – namely Mr. G. Srinivasan and Mr. S. Pradhan both of New India Assurance Co. Ltd - for their efforts in successfully providing leadership to our company. The contributions, over the years, of serving directors - Mr. Gopalan Raghu, Dr. Balla Swamy and Mr Sarbeswar Sahoo – cannot be over-emphasised.
All the named individuals steered our Company through perhaps the most critical period in its history – especially, but not limited to, those arising from fatal aviation accident that adversely affected one of our major clients, Dana Air, in 2012. The successful resolution of that challenge has created conditions where the present and future leadership of Prestige Assurance isn't engaged in firefighting, but on the pursuit of growth. My congratulations also go to Mrs Funmi Oyetunji, the former Chairman of the Audit Committee and Dr. Adedoyin Salami who recently joined the Board of Directors. I am confident they will bring their immense competencies and experience to support our commitment to continue to grow the Company.
OPERATING CONTEXT Despite the challenging conditions in the insurance industry in 2018, we were able to underwrite healthy business volumes in the outgone operating year due to earnest enthusiasm and relentless effort of our management and staff, support from the respected clients and shareholders and the valuable guidance and monitoring of the Board. Your company's Gross Written Premium rose from N3.809billion to N4.792billion, an increase of approximately 26% year-on-year. Your company grew much faster than the industry in 2018.
These internal financial developments have to be appreciated against the backdrop of the wider external operating environment for business in Nigeria, which, in 2018, were conditioned by: 1. Global macro-financial conditions which were, by and large, delicately poised for Nigeria 2. Preparation for the 2019 general elections, the build-up to which adversely affected investor sentiment and confidence in the Nigerian economy and markets, as well as the guiding inclinations of economic policymakers.
17 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Chairman’s Statement (Cont’d)
I will, very briefly, address these two considerations in broad strokes. Global economic growth was more robust in the first half of 2018 than it was in the second half, and that cyclical trajectory provided a structural backdrop to the movement in commodity prices, which initially rose before receding as the year wore on. The price of Nigeria's main export, crude oil, reached 4-year highs around US$85 a barrel in October, before falling for the rest of the year. Nonetheless, the year-round average in 2018 ($71) was significantly higher than the US$54 in 2017. Beyond global demand, supporting factors included OPEC-driven supply restrictions and the end of sanctions relief for Iran, a major supplier to global markets.
Less friendly were global monetary conditions, which continued to tighten, a condition which undercuts Nigeria's capacity to attract portfolio flows – adversely affecting the Stock Market. The US Federal Reserve increased its benchmark interest rate four times in its efforts to shrink its balance sheets. As interest rates in the US rose, raising the attractiveness of dollar-denominated assets to global portfolio managers, Emerging Markets suffering from macro imbalances saw massive capital outflows, leading in some cases – Turkey and Argentina especially come to mind – to currency crises.
On the domestic front, the primary concern for stakeholders was political risk. Acting in concert with conditions in the international monetary policy environment, electoral risk induced the international portfolio community to caution where Nigeria was concerned. Inflows of foreign portfolio investment, initially improved in 2017 and early 2018 by investor confidence in the liquidity and transparency of the Investors and Exporters (I&E) window, fell sharply in the second half as the elections approached.
The domestic economy quickened its recovery from the last recession in 2018. Output growth rose to 1.9%, more than doubling its level of 0.8% the previous year. This remains considerably weaker than population growth, which is estimated to range between 2.5% and 3% annually. With oil production shortages leading to negative growth in the Oil & Gas sector, and growth slowing in Agriculture, the ICT sector, led by Telecoms (17% YoY growth), emerged as the major driver of the economy's growth in the outgone year.
Meanwhile, our sector, the Insurance sector, recovered very sharply from recession in 2017 to record a robust growth of 6.1% - three times faster than aggregate GDP - in 2018. Inflation in consumer prices further moderated in 2018, closing off the year around 11.4%. In light of this, domestic monetary policy was anchored around preventing the consequences of the outflow of foreign exchange from manifesting in pressure on the exchange rate. To this end, the CBN drew on accretion to foreign exchange reserves in the first half (supported by higher oil prices, a current account surplus, and the FG's successful Eurobond issues in 2017) to help the Naira weather the pressure from election-induced capital outflows.
Due to tight monetary policy, rates in the interest-bearing securities market ascended and remained elevated, especially in the second half of the year. This was, of course, a positive development for our industry and sister industries in the financial sector, as it guided to higher interest income and returns on our interest-bearing investment products.
STRATEGIC AGENDA Whilst expressing my profound gratitude to all our stakeholders for their efforts in driving the improvement in our performance, I wish to inform us all that the Board has taken certain steps to increase the Company's gross premium income as well as its retention capacity. The objective is to grow premium and our profit margins, including after tax. To achieve these goals, your Board, Management and Staff is working to - i. Expand and deepen the deployment of our digital marketing; ii. Retail sales is the emphasis now; iii. Strengthening our portfolio of products especially in the retail market. In addition to existing products such as Mediclaim, Travel Insurance, Salary Protection Shield. we are awaiting regulatory approval for
18 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Chairman’s Statement (Cont’d)
two other products; iv. Increase our physical presence across the nation by expanding our network of Micro-offices; The Management of your company is working to simultaneously curtail cost and improve efficiency and the customer experience through the use of robust IT systems within the company.
ISSUANCE OF BONUS SHARES The issuance of bonus shares to our esteemed shareholders was one of the legacy issues that needed resolution. The approval granted at the 2017 AGM as part of the restructuring exercise similarly approved that year. I am glad to report that the exercise had been completed. Each shareholder has been credited with the appropriate number of bonus shares due to them under well-communicated modalities of reconstruction. Doubtless, this has improved the company's financial position and aided our return to a dividend-paying position.
DIVIDEND Subject to your approval at this AGM, your Board of Directors recommends 3 kobo cash dividend payment per share for the 2018 financial year. This dividend rate is proposed after careful assessment of the Company's revenue, cash flows, financial conditions, capital requirement, current year's profitability, liability position, reserve, future expansion plans of the company.
LEADERSHIP AND BOARD CHANGES In compliance with the code of corporate governance, the Chairman in the person of Mr. H.T M. Usman whose tenure expired in the month of April, 2018 has retired. We did conduct a thorough search for his replacement and found that an erudite professional who has served in various capacity both at home and abroad in person of Dr. Adedoyin Salami will be the ideal candidate. Subsequently, during the year under review, the following directors resigned. 1. Mr.Gopalan Srivinivan, he resigned due to attaining the age of retirement from the services of New India Assurance Co. Ltd, the parent company. 2. Mr. Sidharth Pradhan, he resigned from the services of New India Assurance Co. Ltd to join another company hence his resignation from the Board of Prestige Assurance Plc. Likewise, the following directors were nominated during the year under review: 1. Dr. Adedoyin Salami 2. Mrs Funmi Oyetunji 3. Mr. Atul Sahai 4. Mr. Anjay Dey Approval of the appointments of Dr. Adedoyin Salami and Mrs Funmi Oyetunji have been received from the National Insurance Commission while we await the approval of the appointment of Mr. Atul Sahai and Mr. Anjay Dey from the Commission. In the course of this meeting, we shall have the forum to present Dr. Adedoyin Salami as the new chairman of the Board of Prestige Assurance Plc. Other members of the board will be introduced at the appropriate time.
OUTLOOK FOR THE 2019 FINANCIAL YEAR As we are convened here halfway through 2019, ladies and gentlemen, the operating context that drives the outlook for performance this year, 2019, has played out to a significant degree. Perhaps the most important development, in the wider business environment, is the successful conduct of the 2019 general elections, which implies a successful navigation of the political risk surrounding the economy at the start of the year. Presently, we await further details of policy direction as the re-elected government led by President Muhammadu Buhari settles down.
In the meantime, the economy has continued to recover. While growth was slower in the first quarter of this year (2%) than the final quarter of last year (2.4%) it was faster than the first quarter of last year (1.9%). I am more encouraged by the fact that the proportion of the economy that is still contracting is down to 13%, down from
19 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Chairman’s Statement (Cont’d) about 37% in the corresponding period last year. This shows that the recovery is truly firming up.
Regardless of wider systemic conditions, we are businesspeople. And we have to grow, taking advantage of opportunities in the economy and either evading or managing risks. Think about this – as insurance people, we tend to profit from adversity – it is the nature of our business!
Perhaps the most consequential and immediate impact of policy on our industry is felt in the regulatory policy space. It is no longer news that the industry regulator has increased the minimum capital requirement of the General Insurance business to N10 Billion, effective June 30, 2020. Meeting this capitalization imperative is critical for our business!
To this end, your Board is examining the various options available to ensure that we meet the new requirements and remain a significant participant in the sector. We shall continue working to ensure that we retain our brand name and identity as one with a penchant for quality. This is in keeping with our commitment to firm regulatory compliance, vital to sustainable growth in this business environment.
Ladies and gentlemen, regardless of the surrounding operating conditions, we are confident that the Company is well-placed to capitalize on available opportunities arising, is capable of evading or else managing risks and, in the process, maintaining its momentum in growth of business and profitability in 2019.
In closing, may I, on behalf of the entire Company, express my deep appreciation for the continued patronage of our clients and the immense support from shareholders, as well as to staff for their meritorious contribution to where we are at.
Our objective is to continue to demonstrate our efficiency and credibility to clients by extending services of the utmost quality to them, advising on prudent underwriting in relation to the insurance requirements of the client and making prompt settlement of genuine and verifiable claims, but also asserting ourselves into the critical role of being comprehensive risk managers and advisors as underwriters should aspire to be.
20 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Managing Director Report
Prestige Assurance Plc has completed year 2018 with good performance in terms of business growth and product innovation.
You will be happy to know that gross premium achieved by the Company was ₦4.79Billion as against ₦3.81Billion in 2017. Pre-tax profit decreased to ₦645Million from ₦698Million in 2018 due to unprecedented claims experience. The underwriting result along with income from investment even in this tight insurance and investment market has exhibited positive growth. Total asset has gone up to ₦13Billion in 2018 from ₦11.8Billion in 2017. Indeed, your Company had been adjudged as one of the fastest growing underwriters in Nigeria.
We are looking for more effective initiative that will help us to diversify our portfolio mix that will eventually protect the quality of our business. We are also looking at sharpening strategy with a more focused approach to calculating risks and aligning it with premium.
In line with the agricultural revolution and development in the country, your Company introduced Agricultural insurance products to diversify our business activity and to assist the farmers at the time of distress. We have also filed two innovative products with our Regulator for better penetration of insurance to the grassroots.
Our objective of doing business is the speedy settlement of the claims. We believe that insurers must be seen as being in the business of indemnifying policyholders when misfortune strikes. Insurers have to pay valid claims quickly to the satisfaction of the Clients, so that they continue their business without any interruption.
We believe that adequate service levels, good corporate governance practices and compliance with regulations can have a significant impact on the Company's sustainability. We always try to execute all operational guidelines which are introduced by the National Insurance Commission (NAICOM).
21 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Managing Director Report (Cont’d)
Prestige aspires to reach the apex of highest standard of corporate governance in the insurance sector and apply the guidelines which are introduced by NAICOM, Security and Exchange Commission (SEC), The Nigeria Stock Exchange (NSE) and Financial Reporting Council (FRC).
As a whole, 2018 was challenging year for the economy due to fierce competition in the insurance industry, down trend in domestic capital market, effect of monitoring policy, continuous shortage of energy supply etc. Despite the adverse situation in the economy, due to imposition of some effective measures by NAICOM in the insurance industry, the entire insurance sector in the country has moved ahead.
In closing, I would like to thank team Prestige for their sincere commitment and extreme hard work all through the year. I thank every client for reposing their faith on us and the regulators for their constant support. I would also like to thank all our Directors for their invaluable guidance and encouragement, which are very much needed for the success of the Company. I also express our profound gratitude to our Parent Company, The New India Assurance Co. Limited, Mumbai for their technical guidance and backing. Above all, I sincerely thank each and every Shareholder for their unflinching support and trust on the Company.
I assure all Shareholders that we continue to make every effort to honour your trust for running the Company with the highest level of ethics, integrity and honesty.
Thank you.
Dr. Balla Swamy. Managing Director & CEO
22 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Statement Of Directors' Responsibilities In Relation To The Preparation Of The Financial Statements
The Companies and Allied Matters Act, CAP C20 Laws of the Federation of Nigeria 2004, requires the Directors to prepare financial statements for each financial year that present fairly, in all material respects, the state of financial affairs of the Company at the end of the year and of its profit or loss and other comprehensive income. The responsibilities include ensuring that the Company: a) Keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Company and comply with the requirements of the Companies and Allied Matters Act, CAP C20 Laws of the Federation of Nigeria 2004; b) Establishes adequate internal controls to safeguard its assets and to prevent and detect fraud and other irregularities; and c) Prepares its financial statements using suitable accounting policies supported by reasonable and prudent judgments and estimates, and are consistently applied.
The Directors accept responsibility for the preparation and fair presentation of the annual financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with International Financial Reporting Standards, and the relevant provisions of the Companies and Allied Matters Act, CAP C20 Laws of the Federation of Nigeria 2004, the Insurance Act 2003 and the Financial Reporting Council of Nigeria Act, No. 6, 2011 .
The Directors are of the opinion that the audited financial statements present fairly, in all material respects, the state of the financial affairs of the Company and of its profit and other comprehensive income. The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of the audited financial statements, as well as adequate systems of internal financial control.
Nothing has come to the attention of the Directors to indicate that the Company will not remain a going concern for at least twelve months from the date of this statement.
Mr. Muftau Olakunle Oyegunle Dr. Balla Swamy Director Managing Director/CEO FRC/2015/CIIN/0000 0012 362 FRC/2015/CIIN/0000001 1228
23 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Report of the Directors
The Directors hereby submit their report together with the financial statements for the year ended 31 December 2018.
PRINCIPAL ACTIVITIES The principal activities of the Company continue to be insurance business. There were no changes in the activities of the Company during the year under review.
STATE OF AFFAIRS In the opinion of the Directors, the state of the Company's affairs is satisfactory.
RESULTS FOR THE YEAR
2018 2017 ₦’ 000 ₦’ 000
Profit before income tax expense 645,430 697,989
Income tax expense (221 ,635) (166,148)
Profit for the year 4 2 3,7 9 5 531,841
DIVIDEND Dividend of 3k per share was proposed to be paid to shareholders for the year ended 31 December 2018 (2017: Nil).
DIRECTORS The names of the Directors as at the date of this report and those who held office during the year are as follows:
Dr . Adedoyin Salami (Nigerian) Chairman (Appointed on 11 June 2018 and approv ed by NAICOM on 28 January 2019) Mr. Hassan T. M. Usman (Nigerian) Chairman (Retired on 20 April 2018) Dr. Balla Swamy (Indian) Managing Director/CEO Mr. Gopalan Srinivansan (Indian) Non-Executive Director Mr. Gopalan Raghu (Indian) Non-Executive Director Mr. Muftau Olakunle Oyegunle (Nigerian) Non-Executive Director Mr. Sarbeswar Sahoo (Indian) Executive Director Mr. SIbharth Prandan (Indian) Non-Executive Director Mrs. Funmi Oyetunji (Nigerian Independent Non-Executive Director (Appointed on 11 June 2018 and approved by NAICOM on 28 January 2019)
In accordance with Article 96 of the Company's Articles of Association, retiring and appointed director during the year under review have been disclosed above.
24 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Report of the Directors (Cont’d)
Directors' Interests in Share Capital The interest of the Directors in the issued share capital of the Company as recorded in the registrar of Members is as follows:
Directors' Interest in Contracts No Director has given notice for the purpose of Section 277 of the Companies and Allied Matters Act CAP C20, Laws of the Federation of Nigeria 2004, to the effect that he is a member of a Company which could be regarded as interested in a contract with the Company.
Major Shareholders As at the date of this report, no person or Company held more than 5% of the Issued Share Capital except:
2018 2017 50k Share % 50k Share % Number Number The New India Assurance Company Limited, Mumbai 3,740,912,628 69.50 3,732,491,383 69.50 Leadway Assurance Company 617,497,471 11.47 616,107,411 11.47
Employment of Disabled Persons The Company has no employee recorded as disabled. It is however, the Company's policy to consider persons for employment bearing in mind the aptitudes and abilities of the applicants concerned and facilities available to them.
Health and Welfare of Employees The Company subsidizes the medical and transportation expenses of staff and grants them Housing and Lunch allowances. There is a Group Life Insurance Policy for all categories of staff and gratuity and pension scheme.
In addition, the Company offers Scholarship in Higher Institutions to the very brilliant children of employees.
25 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Report of the Directors (Cont’d)
Auditors Ernst & Young have expressed their willingness to continue as the Company's auditors in accordance with Section 357 (2) of the Companies and Allied Matters Act, CAP C20 Laws of the Federation of Nigeria 2004.
Audit Committee The members of the Audit Committee elected at the last Annual General Meeting have met and will, in accordance with the provisions of the Companies and Allied Matters Act, CAP C20, Law of the Federation of Nigeria 2004, present their report at this Annual General Meeting.
Sustainability and corporate responsibility report
As Insurance services provider with an obligation to comply with international best practices and Corporate
Governance, Prestige Assurance Plc ensures that its operations comply with international performance
standards and applicable national environmental and social regulations.
The principles of Sustainability are deeply entrenched in Prestige's core values and system, so sustainability is in our 'Modus Operandi'.
We are conscious of the economic, social and environmental impact of our activities; placing importance on people and our environment, even as we try to make it a better place.
At Prestige, we look at sustainability from a broad horizon and in an all-encompassing way.
In conducting our business, we take into consideration ethical values in our business relationship and at the same time addressing some of the biggest challenges faced by our society. Product development has always been at the apex of Prestige's drive for market share and coverage. We have opened a new branch in Ikeja, Kaduna, and other branches have been proposed in order to attract patronage and getting closer to members of the public for opening of Insurance relationship with us.
During the 2018 financial year under review, new accounts were opened for various categories of people and businesses. The Company has also strived to meet the needs of Clients and making our products more accessible with the opening of our E business unit further reducing barriers to Insurance services by increasing number of people with access to these services by providing more digital options.
Also during the Year under review, two new products were introduced in the market namely terrorism, Prestige salary protection shield and Mediclaim insurance which are already making headway in the industry.
Human Resources Management is important for retaining and attracting the best human resources for sustainable development.
At Prestige we respect both human and labour Laws in all our business operations and activities.
We belief that social equity needs to be fair and just distribution of economic and environmental resources should be taken into consideration.
Costs Benefits Analysis (CBA) are tools used to participate in decision-making processes which is thoroughly
26 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Report of the Directors (Cont’d)
Sustainability and corporate responsibility report - continued integrated into the working conditions of the Company. Health and safety of our employees and clients is of utmost importance at Prestige. This is that we were at the fore-front of the Eye care treatment with visits to the Eye Bank of Nigeria, creating awareness about key health issues. We at Prestige are aware that “poor environmental quality'' is directly responsible for around 25% of all preventable ill health in the world today, with diarrheal diseases and acute respiratory infections (ARI), such as pneumonia heading the list. Other diseases such as malaria, schistosomiasis, other vector-borne diseases, chronic respiratory diseases, childhood infections are also strongly influenced by adverse environmental conditions.
We encourage our staff to carry out routine health check-ups to ensure that they are in perfect health, as human capital is vital for our sustainability going forward.
Also, waste production and mismanagement of resources, for example, are both conditions that affect health. Poor health and a decreasing quality of life dis-empower the most vulnerable set of people.
Corporate Governance on environmental and social life is an important aspect of our commitment to sustainable practices an Insurance institution. We strive to achieve a high level of corporate governance by essentially balancing the interest of all our stakeholders. We acknowledge that it is not enough for a company to be profitable but also strive to demonstrate a global standard practice of corporate governance. Typically, the board is charged with overseeing corporate governance practices Group wide. One of the tenets of corporate governance is ensuring that there are clear lines of responsibility, authority and accountability and making sure appropriate responsibilities and measures are in place.
The Company in 2016, appointed an Executive Director Operation/Risk who in conjunction with the Management staff continued in their efforts to guide, implement and promote the sustainable principles in the Company.
Environmental and Social Risk Management has been incorporated into our enterprise risk management framework, especially in the delivery of our core business activity. Our customers in the major sectors are subject to a Social and Environmental Impact Assessment and Environmental Impact Assessment as requested for Know Your Customers (KYC).
We have continued in our efforts to reduce the use of paper in our general operations. The use of e-mails, workflows, portals and other e-channels is encouraged as work tools for members of staff. Information to customers is sent electronically via text, phone calls and e-mails.
In terms of community support, we have continued to invest in the communities in which we have presence through our Corporate Social Responsibility efforts.
Capacity Building in this area of sustainability is a work-in-progress at Prestige Assurance Plc. Sustainability is included and considered in all aspect of the Companies operation. Reporting. Sustainability issues will get reported to the Board through its Risk Management Committee, which meets quarterly. That way, the Board will get briefed of progress being made in implementing the sustainability policy to be approved by the Board as part of its responsibility of setting the sustainability tone from the top.
27 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Report of the Directors (Cont’d)
Sustainability and corporate responsibility report - continued
The implementation of the Sustainability Principles and Policy of the Company remains a work in progress at ingraining the sustainability culture in the Company as we strive to regain our industry leadership position in an economically viable, socially relevant and environmentally responsible way.
Corporate Social Responsibility Report Prestige Assurance Plc is committed to the principles and best practices of corporate social responsibility and prides itself as being a model corporate citizen.
The Company pursues its corporate social responsibility goals through. The Company plays this role by contributing in strategic areas that are of immense importance to community development: Education, Environment and Economic Empowerment.
The Company recognizes that doing business in a sustainable manner means doing business in a way that empowers the present generation of Nigeria without compromising the future.
Education Quality education is crucial in developing the manpower needed by the Company to exploit emerging opportunities and propel the Company to higher levels of development.
The Company is therefore actively involved in a number of educational initiatives and projects with payment of educational allowance to Staff and the scholarships to children of staff who have excelled in their academic endeavors.
Environment and Economic Empowerment The Company has a scheme where-in students are engaged for their industrial attachment programme and stipends paid to them for the period of engagement.
Donations During the year under review, the following donations were made:
(i) The sum of N750,000.00 was donated to the Chartered Institute of Insurance Nigeria for the hosting of the Annual Conference for the year 2018.
(ii) The sum of N250,000.00 was donated to the Nigeria/India Chambers of Commerce and Industry for the hosting of the Annual Trade Fair/Exhibition Event for the year 2018
BY ORDER OF THE BOARD
28 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Board Evaluation Report
29 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Corperate Governance Report
Introduction
restige Assurance Plc (“the Company”) has remained committed to the principles and practice that promote Good Corporate Governance. We recognize that sound corporate governance practices are Pnecessary for effective management and control of the Company's business with a view to maximizing the Shareholders value and meeting the expectations of other Stakeholders. In furtherance of the commitment to high ethical conduct, we regularly review our processes and practices to ensure compliance with the legislative and best practice changes in the global corporate governance environment.
The Company continues to comply with its Internal Governance Policies and the Code of Corporate Governance for Public Companies in Nigeria. As an Insurance company, Prestige also complies with the Code of Good Corporate Governance for the Insurance Industry in Nigeria, issued by the National Insurance Commission in March 2015. The NAICOM's Code of Corporate Governance covers a wide range of issues including Board structure, quality of Board Members, duties of the Board, conduct of the Board of Directors, rights of Shareholders and Committees of the Board.
Board of Directors The Board of Directors has the ultimate responsibility for the overall functioning of the Company. The responsibilities of the Board include setting the Company's strategic objectives and policies, providing leadership to put them into effect, supervising the management of the business, ensuring implementation of decisions reached at the Annual General Meeting, ensuring value creation to shareholders and employees, determination of the terms of reference and procedures of all Board Committees, ensuring maintenance of ethical standard as well as compliance with the Laws of Nigeria. At the moment, the Board is composed of eight members including a Non-Executive Chairman, MD/CEO and five Non-Executive Directors and one Executive Director. The Directors are experienced stakeholders with diverse professional backgrounds in Insurance, Accounting, Commerce, Management, Information Technology, etc. The Directors are men of impeccable character and high integrity.
The Company is indeed delighted to have a versatile Board with deep understanding of its responsibilities to Shareholders, Regulatory Authorities, Government and other Stakeholders. The Board always takes proactive steps to master and fully appreciate all cultural, legislative, ethical, institutional and all other factors, which impact our operations and operating environment. This has ensured that a culture of compliance with rules and regulation is entrenched at all levels of operations within the Company. The meetings of the Board are scheduled well in advance and highlights from the sub-committees of the Board are circulated to all the Directors. During the year under review, the Board met on 9 March, 5 May, 18 August and 26 October. Details of attendance by the Directors at Board meetings are as follows:
**Dr. Adedoyin Salami joined the Board on 11 June 2018 and his appointment was approved by NAICOM on 28 January 2019, and similarly Mrs. Funmi Oyetunji.
30 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Corperate Governance Report (Cont’d)
Board Committees The Board performed its functions through a total of four Standing Committees during the period under review. The Committees have clearly defined responsibilities, scope of authority and procedures for reporting to the Board. Membership of the Committees is structured to take optimum advantage of the skills and experience of Non-Executive Directors. The following are the standing Committees of the Board during the year under review:
Audit Committee The Company established an Audit Committee in compliance with Section 359(6) of the Companies and Allied Matters Act, CAP C20 Law of the Federation of Nigeria 2004, which comprises of three representatives of Shareholders (elected annually at the AGM), Two Non-Executive Directors and one Executive Director during the year under review.
The Audit Committee met four times during the year under review - 8 March, 27 April, 27 July and 26 October. Membership and attendance at the meetings are as follows:
*Mr. Sekoni Nurudeen joined the committee on 11 June, 2018
Investment Committee The Investment Committee comprises of the MD/CEO, 2 Non-executive Directors and one Executive Director. The Committee meets to review the investment guidelines of the Company, ensure that investments embarked upon by the Management are in line with Regulatory and Board Guidelines and also considers other miscellaneous issues. Mr. Gopalan Raghu Chaired the Committee during the year under review. The Committee met thrice times in the year under review as follows: 23 February, 25 August and 10 November 2018.
31 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Corperate Governance Report (Cont’d)
Establishment Committee The Establishment Committee comprises the MD/CEO, Executive Director and two Non-Executive Directors. Mr. Muftau Olakunle Oyegunle chaired the Committee which primarily considers general staff matters. The Committee met on 23 February, 27 April and 13 September 2018 as reflected below:
Risk Management Committee The Risk Management Committee comprises of MD/CEO, 2 Non-executive Directors and Executive Director, namely Mr. Muftau Olakunle Oyegunle, Mr. Goplan Raghu, Dr. Balla Swamy and Mr. Sarberswar Sahoo. The Committee's term of reference is to fundamentally ensure that the Company's operations comply with the Enterprise Risk Policy as approved by the Board in line with regulatory requirements. The Committee met on 15 August, 13 September and 10 November 2018.bruary, 27 April and 13 September 2018 as reflected below:
Roles of Key Members of the Board The positions of the Chairman of the Board and the Chief Executive Officer are separate and held by different persons. The Chairman and the Chief Executive Officer are not members of the same extended family.
The Chairman The main responsibility of the Chairman is to lead and manage the Board to ensure that it is administered effectively and fully discharges its legal and regulatory responsibilities. The Chairman is responsible for ensuring that Directors receive accurate, timely and clear information to enable the Board to take informed decisions, monitor effectively and provide advice to promote the success of the Company.
The Chairman also manages the input of Non-executive Directors to promote effective relationships and open communications, both inside and outside the Boardroom, between Executive and Independent Non-executive Directors. The Chairman strives to ensure that any differences on the Board are resolved amicably.
The Chief Executive Officer The Board has delegated the responsibility for the day-to-day management of the Company to the Chief Executive Officer (CEO), who is responsible for leading management, making and implementing operational decisions. The CEO is responsible to the Board of Directors and ensures that the Company complies strictly with regulations and policies of both the Board and Regulatory Authorities. The CEO ensures that optimization of the Company's resources is achieved at all times and has the overall responsibility for the Company's financial performance.
32 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Corperate Governance Report (Cont’d)
The Company Secretary The Company Secretary is a point of reference and support for all Directors. He is responsible to update the Directors with all requisite information promptly and regularly. The Board may through the Company Secretary obtain information from external sources, such as consultants and other advisers, if there is a need for outside expertise, via the Company Secretary or directly. The Company Secretary is further responsible to assist the Chairman and Chief Executive Officer to formulate an annual Board Plan with the administration of other strategic issues at the Board level; organize Board meetings and ensure that the minutes of Board meetings clearly and properly capture Board's discussions and decisions.
Director Nomination Process The Board agrees upon the criteria for the desired experience and competencies of new Directors. The Board has power under the Articles of Association to appoint a Director to fill a casual vacancy or as an additional Director. The criteria for the desired experience and competencies of new Non-executive Directors are agreed upon by the Board. The balance and mix of appropriate skills and experience of Non-executive Directors is taken into account when considering a proposed appointment. In reviewing the Board composition, the Board ensures a mix with representatives from diverse background. The Shareholding of an individual in the Company is not considered a criterion for the nomination or appointment of a Director. The appointment of Directors is subject to the approval of NAICOM. The following core values are considered critical in nominating a new director; (i) Integrity (ii) Professionalism (iii) Career Success (iv)Goodwill (v) Ability to add value to the Organization Induction and Continuous Training of Board Members.
Training of Board Member On appointment to the Board and to Board Committees, all Directors receive a formal induction tailored to meet their individual requirements. The New Directors are oriented about the Company and its operations through the Company Secretary via the provision of the Company's Articles of Association, relevant statutory books and regulations and adequate information on operations. The Directors are also given a mandate and terms of reference to aid in performance of their functions. Management further strives to acquaint the new Directors with the operations of the Company via trainings/seminars to the extent desired by new Directors to enable them function in their position. The training and education of Directors on issues pertaining to their oversight functions is a continuous process, in order to update their knowledge and skills and keep them informed of new developments in the insurance industry and operating environment.
Annual Board Appraisal The Code of Corporate Governance for the Insurance Industry recognizes the fact that good corporate governance framework must be anchored on an effective and accountable Board of Directors whose performance is assessed periodically. The annual appraisal covered all aspects of the Board's structure, composition, responsibilities, processes, relationships, individual members' competencies and respective roles in Board performance, as well as the Company's compliance status with the provisions of NAICOM.
The General Meeting of the Company This is the highest decision making body of the Company. The Company is driven by its desire to deliver significant returns on its shareholders investment. The shareholders have an opportunity to express their concerns (if any) and opinions on the Company's financial results and all other issues at the Annual General Meeting of the Company. The Meetings are conducted in a fair and transparent manner where the regulators are invited such as The National Insurance Commission, the Securities and Exchange Commission, Corporate Affairs Commission, the Auditors as well as other Shareholder's Associations. The Company also dispatches its annual reports, providing highlights of all the Company's activities to its shareholders.
33 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Corperate Governance Report (Cont’d)
Protection of Shareholders Rights The Board ensures the protection of the statutory and general rights of shareholders at all times, particularly their right to attend and vote at general meetings. All shareholders are treated equally, regardless of volume of shareholding or social status.
Communication Policy It is the responsibility of Executive Management under the direction of the Board, to ensure that the Board receives adequate information on a timely basis, about the Company's businesses and operations at appropriate intervals and in an appropriate manner, to enable the Board to carry out its responsibilities. Furthermore, the Board and Management of the Company ensures that communication and dissemination of information regarding the operations and management of the company to shareholders, stakeholders and the general public is timely, accurate and continuous, to give a balanced and fair view of the Company's financial and non-financial matters. Such information, which is in plain language, readable and understandable, is available on the Company's website, www.prestigeassuranceplc.com. In order to reach its overall goal on information dissemination, the Company is guided by the following Principles, legislation and codes of corporate governance of the jurisdictions within which it operates. These include the Insurance Act, the NAICOM Operational Guidelines, the Companies and Allied Matters Act (CAMA) and the codes of Corporate Governance issued by NAICOM and SEC. The Company operates in a multicultural environment and accordingly recognizes the need to be sensitive to the cultural peculiarities of its operating environment.
Feedback The Company actively and regularly seeks feedback on its image and communication activities both from the media as well as from its key target groups. This feedback is used in future activities.
Independent Advice The Board of Directors are at their own discretion and at the Company's expense required to seek Independent professional advice when required to enable a Member of the Board effectively perform certain responsibilities.
Insider Trading and Price Sensitive Information The Company is clear in its prohibition of insider trading by its Board, management, Officers and related persons who are privy to confidential price sensitive information. Such persons are further prohibited from trading in the Company's securities where such transactions would amount to insider trading. Directors, insiders and related parties are prohibited from disposing, selling, buying or transferring their shares in the Company for a period commencing from the date of receipt of such insider information until such a period when the information is released to the public or any other period as defined by the Company from time to time.
Code of Professional Conduct for Employees The Company has an internal Code of Professional Conduct, which all members of staff are expected to subscribe to upon assumption of duties. All members of staff are expected to strive to maintain the highest standards of ethical conduct and integrity in all aspects of their professional life as contained in the Code of Professional Conduct which prescribes the common ethical standards, culture and policies of the Group relating to employee values.
34 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Certificate Pursuant to Section 60(2) of Investment and Securities Act
We, the undersigned, hereby certify the following with regards to our audited financial statements for the year ended 31 December 2018 that:
(a) We have reviewed the financial statements;
(b) To the best of our knowledge, the financial statements does not:
· Contain any untrue statement of a material fact, or · Circumstances under which such financial statements were made; · Omit to state a material fact, which would make the statements, misleading in the light of
(c) To the best of our knowledge, the financial statements and other financial information included in the report fairly present in all material respects the financial condition and results of operations of the Company as at, and for the years presented in the report;
(d) We: are responsible for establishing and maintaining internal controls; · have designed such internal controls to ensure that material information relating to the Company is made known to such officers by others within the entity particularly during the period in which the periodic reports are being prepared; · have evaluated the effectiveness of the Company's internal controls as of date within 90 days prior to the report; · have presented in the report our conclusions about the effectiveness of our internal controls based on our evaluation as of that date;
(e) We have disclosed to the auditors of the Company and the Audit Committee: · all significant deficiency in the design or operations of internal controls which would adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weakness in internal controls, and; · any fraud, whether or not material, that involves management or other employees who have significant role in the Company's internal controls; · we have identified in the report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of our evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
35 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Report of the Audit and Compliance Committee
In accordance with the provision of Section 359 (6) of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria, 2004, we have reviewed the audited financial statements of the Company for the year ended 31 December 2018 and report as follows:
The accounting and reporting policies of the Company are consistent within legal requirements and agreed ethical practices, and also in accordance with International Financial Reporting Standards.
The scope and planning of the external audit was adequate.
The Company maintained effective systems of accounting and internal control during the year.
Having reviewed the External Auditors' findings and recommendations on management matters, we are satisfied with management responses thereon.
Dated this......
Engr. OLAYIWOLA TOBUN CHAIRMAN - AUDIT COMMITTEE FRC/2013/COREN/0000000003231
Members of the Audit Committee Engr. Olayiwola Tobun - Shareholder/Chairman Mr. Sekoni Nurudeen - Shareholder Mrs. Olatunbosun Odusote - Shareholder Mr. Muftau Olakunle Oyegunle - Non-Executive Director Mr. Sarbeswar Sahoo - Executive Director Mr. Gopalan Raghu - Non-Executive Director
Abayomi Odulana Company Secretary FRC/2013/ICSAN/000000003201
36 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Management Complaints Policy
This management complaints policy establishes procedures for Prestige Assurance Plc to effectively manage and resolve complaints from clients and members of the public. 1. INTRODUCTION This complaints policy establishes procedures for Prestige Assurance Plc to effectively manage and resolve complaints from clients and members of the public. Our management and staff respect the right of all our clients on the standard of services that we provide or any other matters. Our commitment to fair, equitable and timely resolution of complaints is described in this Policy and related documents. 2. PURPOSE The purpose of our Complaints Handling Policy is to: · Recognize, and protect clients' rights, including the right to comment and complain. · Provide an efficient, fair and accessible mechanism for resolving customer's; complaints. · Provide information to Clients 'on the Company's complaints handling process. · Demonstrate the company's commitment to continual improvement to the quality of its products and services · To provide a fair complaints procedure which is clear and easy to use for anyone wishing to make a complaint. · To make sure everyone at Prestige Assurance Plc knows what to do if a complaint is received. · To make sure all complaints are investigated fairly and in a timely way. · To make sure that complaints are, wherever possible, resolved and that relationships are repaired. · To gather information which helps us to improve what we do.
3. DEFINITIONS Claimant means a person who has a claim with the Prestige Assurance Plc. Complaint means a genuine expression of dissatisfaction or concern regarding the Prestige Assurance Plc services, or the complaints handling process itself, made to the Prestige Assurance Plc by, or on behalf of: · a claimant; · an individual client - including government agencies; · a group or member of the public.
Complaint does not mean a dispute with a decision or policy of the Prestige Assurance Plc. In particular, a complaint does not mean a dispute with: · The Prestige Assurance Plc's assessment of liability (i.e. fault) with respect to a claim; · The Prestige Assurance Plc's settlement offer on a claim; · The Prestige Assurance Plc's assessment of, and payments for; o Special Damages, being reasonable expenses related to the treatment of injuries received in a crash, together with compensation for any loss of earning capacity sustained.
37 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Management Complaints Policy (Cont’d)
o General Damages (Non Pecuniary Loss), being damages awarded for pain, suffering and inconvenience experienced as a result of injuries, together with any disability. A complaint may be made in person, by phone, email, in writing and via the Prestige Assurance Plc's Internet. Verbal complaints should be documented immediately by the employee who receives the complaint. Complainant means the person or organisation making the complaint. Client/Customer means a person or organisation receiving advice, a service, using the facilities, or engaged in a business relationship, or any other person or organisation having an interest in the functions or activities of the Prestige Assurance Plc. Dispute means a customer's formal disagreement with the products and services of the Prestige Assurance Plc which leads to some type of internal or external review or determination. Organisation means a company, firm, enterprise or association, or part thereof, whether incorporated or not, public or private, that has its own function(s) and administration. 4. COMMITMENT We are committed to efficient and effective complaints management. Our commitment involves: · all levels of the Prestige Assurance Plc, particularly the organisation's Management cadre; · encouraging an organisational culture that welcomes complaints as an opportunity to improve services · the development and maintenance of a computerized Complaints System to manage complaints;
5. FAIRNESS We recognise the need to be fair to both the complainant and the Prestige Assurance Plc or employee against whom the complaint is made. If a customer complains, we will: · treat the complainant with tact, courtesy and fairness at all times; · maintain appropriate confidentiality of the complaint at all times; · not victimise or harass the complainant as a result of any complaint he/she makes against us; · not discriminate against the complainant because of any disability, his/her colour, race, religion, age, sex or sexual orientation. The complainant can request all relevant material to support the complaint . We will provide a response to the complainant and inform the complainant of our decision and the reasons for that decision. 6. COMPLAINTS ABOUT EMPLOYEES Complaints about employees should be referred directly to the relevant Manager and a determination will be made whether the complaint is an alleged breach of our Code of Conduct.
38 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Management Complaints Policy (Cont’d)
7. RESOURCES We have resources committed to the handling of complaints by way of a customised computerised Complaints System that is available to all employees for the recording of and management of complaints. In addition, training is available on our Complaints Policy, Complaints System in the skills of listening, problem solving, and conflict resolution. This is to ensure that our employees are skilled, motivated and empowered to be sensitive to, and welcome complaints and feedback. Our customer Complaint Policy is covered during the induction program for all new employees and example of the form to be filled is as follows:
CUSTOMER COMPLAINT RECORD - FORM EXAMPLE Client: Address: Phone (Home): Email: Phone (work): Date complaint received __/___ /20__ Person receiving the complaint How was the complaint In person In writing Phone received? Describe the goods or service Describe the problem/complaint What does the customer want done? What is the business policy for this complaint? What is the agreed solution? Action required: Date action completed: Record of action taken: Date compliant resolved:
Signature
39 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Management Complaints Policy (Cont’d)
Employees who demonstrate our core Values in the resolution of customer complaints are recognized and rewarded through our Recognition and Reward Program. 8. ACCESS TO THE COMPLAINTS PROCESS A person wishing to make a complaint may do so in person, by telephone, by letter, by email. All complaints made with us will be lodged via a 'Complaint Form', and recorded on to our Complaints System as follows: A person may lodge a complaint by filling out and completing a 'Complaint Form' on our website . For complaints made in person or by telephone, letter, fax, or email, one of our staff members will complete a Complaint Form on behalf of the complainant and attach any associated correspondence that has been received (e.g letter, fax, email). Where a complaint is made in person at the Prestige Assurance Plc, we will respect that the customer may wish to make the complaint in a private area where he/she may feel more comfortable. Complaints are best made to the member of staff with whom the customer has been dealing. They can, however, be directed to the Commission Secretary or a Supervisor or Manager. 9. ASSISTANCE WITH LODGING COMPLAINTS Our staff will assist people who may have difficulty making a complaint. For example, interpreters can be provided to assist people with limited English who would prefer an interpreter. In addition, staff will complete a Complaints Form on behalf of anyone making a complaint over the phone or in person. They will also assist those with limited literacy skills by confirming the details of the complaint verbally. 10. COMPLAINTS MADE ON BEHALF OF ANOTHER PERSON If it is difficult for a customer to personally make a complaint, a complaint may be made on his/her behalf by another person.
11. RESPONDING TO COMPLAINTS If a customer complains, we will: · attempt to resolve the complaint at the first point of contact, where possible; · acknowledge receipt of the complaint no later than five working days; · where a complaint is not fully understood, telephone the person who lodged the complaint to ensure we understand the issues correctly; and · for complaints not resolved "on the spot", aim to resolve the complaint and issue a response within 15 working days. If these time frames cannot be met, we will tell the complainant why and give some idea of when we will reply in full. We may, at any time after receiving a complaint, decide not to deal with the complaint, or to stop dealing with the complaint, because: a) it does not relate to a matter we have power to deal with; b) it is frivolous, vexatious, misconceived or lacking in substance; or c) having regard to all the circumstances of the case, the enquiries into, or the continuance of the
40 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Management Complaints Policy (Cont’d)
enquiries into the matter raised in the complaint, is unnecessary or not justified. The Commission Secretary, in consultation with other relevant senior staff, will make decisions of this nature where appropriate. If we decide not to deal with a complaint, or to stop dealing with a complaint, we will inform the complainant of the decision and the reason(s) for the decision. 12. CHARGES We will not apply any fee or charge for the lodgement of a complaint.
13. COMPLAINTS SYSTEM We have a specialised Complaints System for recording, management and reporting of complaints. This system enables complaints to be managed at various stages. First stage: Recording and acknowledgment of the complaint and attempted resolution by front line staff. Second stage: If the complainant is still not satisfied, a more senior staff member such as a Supervisor or Manager will review the person's complaint and the results of the review will be reported to the complainant. If the complainant remains dissatisfied, we will consider other options that may be available to achieve a resolution. Third stage: If it remains unresolved, it should be sent to the internal Compliance resolution Committee Constituted or Fourth stage: the complaint cannot be resolved by the Prestige Assurance Plc, the complainant will be referred to Naicom CBU for arbitration. Final stage: The Court. an outside agency, such as the Ombudsman.
14. REMEDIES We will endeavour to resolve all complaints received as fairly as possible and in a timely manner. Some of the remedies that we may use to help resolve complaints include: Rectify mistakes Where we have made a mistake, taken too long to follow up a matter, or simply overlooked a matter, we will take immediate action to rectify the mistake or situation. Information We have an information statement that clearly explains the documents we hold, how to make a Freedom of Information (FOI) application and rights of review. Employee training and counseling Where a complaint is made about an employee, whether it is about the employee's general manner or about the employee providing wrong information, and after investigation if we consider the complaint is justified, the employee will be provided with training and/or counseling as follows:
GUIDANCE FOR HANDLING VERBAL AND WRITTEN COMPLAINTS
· Remain calm and respectful throughout the conversation
41 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Management Complaints Policy (Cont’d)
· Listen - allow the person to talk about the complaint in their own words. Sometimes a person just wants to "let off steam”
· Don't debate the facts in the first instance, especially if the person is angry
· Show an interest in what is being said
· Obtain details about the complaint before any personal details
· Ask for clarification wherever necessary
· Show that you have understood the complaint by reflecting back what you have noted down
· Acknowledge the person's feelings (even if you feel that they are being unreasonable) - you can do this without making a comment on the complaint itself or making any admission of fault on behalf of the organisation e.g "I understand that this situation is frustrating for you"
· If you feel that an apology is deserved for something that was the responsibility of your organisation, then apologise
· Ask the person what they would like done to resolve the issue
· Be clear about what you can do, how long it will take and what it will involve.
· Don't promise things you can't deliver
· Give clear and valid reasons why requests cannot be met
· Make sure that the person understands what they have been told
· Wherever appropriate, inform the person about the available avenues of review or appeal Referral As outlined in this Complaints Policy, if a complaint cannot be resolved by us, the complainant may be referred to the National Insurance Commission/National insurance Association.
15. COLLECTING AND RECORDING INFORMATION ABOUT COMPLAINTS Complaint data will be recorded using the Complaint Form. Complaint data will be collected, analysed and reported using our Complaints System. Complaint data, enquiry outcomes and service improvements will be reported regularly to our Executive Committee and Board of Commissioners.
16. STORAGE OF COMPLAINT RECORDS Records of all complaints will be retained in our Complaints System, for confidentiality, monitoring and evaluation purposes. Access to the complaints records will be restricted to authorized staff.
17. CATEGORISING COMPLAINTS
Complaint data is collected, collated and reported in categories to enable us to identify policies, practices, facilities, etc. that are in need of review and that also contribute to improved customer focus and business outcomes.
42 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Management Complaints Policy (Cont’d)
18. REVIEW The Complaints Policy will be reviewed at regular intervals to ensure it meets the needs of the Prestige Assurance Plc and its clients.
………………………………………………….. ……………………………………………………… DR BALLA SWAMY ABAYOMI ODULANA MANGING DIRECTOR COMPANY SECRETARY/CHIEF COMPLIANCE OFFICER
43 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Management Discussion and Analysis
In accordance with the provision of Section 359 (6) of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria, 2004, Management has reviewed the audited financial statements of the Company for the year ended 31 December 2018 and report as follows:
The accounting and reporting policies of the Company are consistent within legal requirements and agreed ethical practices.
The scope and planning of the external audit was adequate.
The Company maintained effective systems of accounting and internal control during the year. The Nature of the Business Prestige Assurance Plc is a non–life insurance business with over sixty years' experience in Nigeria. The Company's core areas of business include motor, marine, bond, engineering, fire, aviation, oil and gas and general accident.
The Company is known for providing expertise knowledge especially in high risk businesses such as aviation, marine, oil and gas.
Our Company is known by populace for prompt settlement of claims and other support as it may be necessary. The major bulk of our business comes from brokers market and support from the parent company in form of referral. Management Objectives (I) To be in the forefront of risk carrying in Nigerian insurance market, with a penchant for quality products and efficient service delivery to our esteemed customers.
(ii) To position the Company amongst the best insurance companies in Nigeria.
(iii) To ensure that values are created for the stakeholders.
(iv) To be an ethical company among the listed institution in Nigeria and the world at large.
Our Strategies In order to meet the above objectives, the management of the Company have put the following strategies in place.
(I) The Company has instituted sound corporate governance in order to drive both the internal process and the business environment.
(ii) Adequate reinsurance has been put in place to absorb the impact of high risk which may likely occur due to the area of specialisation of the Company.
(iii) Aside from the normal business, the Company also provides add on services such as customer education, policy audit and lease financing.
44 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Management Discussion and Analysis (Cont’d)
(iv) The Company engages in training and empowerment of her workforce to meet up with the challenges of modern business.
(v) It is also in the current agenda of the Company to recruit more hands with specialised skills to compete favourably in the industry.
(vi) The Company has also met up with her civil responsibility and promised to do more to better the interest of stakeholders at large.
Our Resources, Risks and Relationship Our most valuable resources are our human capital. The staff welfare is paramount to the Company. Non- human resources are of small relevance without appropriate personnel to drive the system.
Insurance business is a kind of business that is full of risk known as insurable risks.
This is a known risk but which the likelihood and magnitude of the occurrence is not certain.
The Company has put in place a balanced re-insurance policy to absorb the impact of such risks at any time in future.
Aside from this, the Company is also faced with diverse risks which are financial and non-financial in nature. Several strategies are already in place to mitigate their negative impact on the business and the Company itself. Prestige Assurance Plc is a subsidiary of The New India Assurance Company Limited, Mumbai, India. Our parent company is one of the largest insurance business undertakers across the Afro-Asia continent (except Japan). The parent company provides support to us in all ramifications which had impact positively in term of skills and financial status to underwrite high risk businesses rarely underwritten by the local companies.
Financial Results and Prospects For the year ended 31 December 2018, the gross premium income by the Company increased by N1,277.194million compared with previous year as result of branch expansion and turning in of new products into the market as part strategy for growing the company.
Underwriting profit for the year went up by N115.279 million when compared with the previous year. Whilst profit for the year decreased by N108.047million compared to prior year.
The total assets of the Company increased by N1,245.445 million when compared with 31 December 2017. In view of the recent upheavals, we have adopted a more proactive approach to the management of our capital, liquidity and investments towards endowing our Company with needed financial strength to withstand any market-related shocks and building an enduring platform for world class products and services.
45 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Independent Auditors’ Report
46 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Independent Auditors’ Report (Cont’d)
47 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Independent Auditors’ Report (Cont’d)
48 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Independent Auditors’ Report (Cont’d)
49 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Independent Auditors’ Report (Cont’d)
50 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies
1. Corporate information a. The financial statements for the year ended 31 December 2018 were authorized for issue in accordance with a resolution of the Directors on 5th March 2019. Prestige Assurance Plc was incorporated on 6 January 1970. The Company is a subsidiary of New India Assurance Limited which was established on 18 August 1918.
Its registered office is located at 19, Ligali Ayorinde Street, Victoria Island, Lagos, Nigeria. The Company is regulated by the National Insurance Commission of Nigeria (NAICOM). b. Principal activity The Company is licensed to carry non-life insurance business. The Company provides cover in all classes of insurance, basically non-life treaty and facultative insurance, backed by reinsurer in the London and African reinsurance markets. The products and services by the Company cuts across general accident, energy, fire, marine, workers compensation, terrorism and bond.
2. Summary of significant accounting policies
2.1 Introduction to summary of accounting policies The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
2.2 Basis of presentation and preparation The financial statements of Prestige Assurance Plc have been prepared on a going concern basis and is presented in order of liquidity. The Directors of the Company have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
2.2.1 Statement of compliance The financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and IFRS Interpretation Committee (IFRIC) interpretations applicable to companies reporting under IFRS. Additional information required by national regulations, the Company and Allied Matters Act CAP C20 Law of the Federation of Nigeria 2004, the Financial Reporting Council of Nigeria Act No. 6, 2011, Insurance Act 2003 and its interpretations issued by the National Insurance Commission in its Insurance Industry Policy Guidelines is included where appropriate.
The financial statements comprise the statement of financial position, the statement of profit or loss and other comprehensive income, the statement of changes in equity, the statement of cash flows and the notes to the financial statements.
2.2.2 Basis of measurements The preparation of these financial statements have been based on the historical cost basis except for investment properties, land and building, financial assets at fair value through profit or loss and equity instruments measured at fair value through other comprehensive income that are measured at revalued amounts or fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets. In accordance with IFRS 4: Insurance Contracts, the Company has applied existing accounting policies for its Non-life insurance contracts, modified as appropriate to comply with the IFRS framework.
51 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
The principal accounting policies are set out below:
2.3 Changes in accounting policies and disclosures
New and amended standards and interpretations In these financial statements, the Company has applied IFRS 9, IFRS 7R (Revised) and IFRS 15 effective for annual periods beginning on or after 1 January 2018, for the first time. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
Several other amendments and interpretations apply for the first time in 2018, but do not have an impact on the financial statements of the Company. a) IFRS 9 - Financial instruments: Impact on adoption The Company has adopted IFRS 9 as issued by the IASB in July 2014 with a date of transition of 1 January 2018, which resulted in changes in accounting policies and adjustments to the amounts previously recognised in the financial statements. IFRS 9 replaces IAS 39 for annual periods on or after 1 January 2018. As permitted by the transitional provisions of IFRS 9, the Company has not restated comparative information for 2017 for financial instruments in the scope of IFRS 9. Therefore, the comparative information for 2017 is reported under IAS 39 and is not comparable to the information presented for 2018. Differences arising from the adoption of IFRS 9 have been recognised directly in retained earnings as at 1 January 2018 and are disclosed in Note 2.41 (i.e. Transitional disclosures). Consequently, for notes disclosures, the amendments to IFRS 7 disclosures have also only been applied to the current period. The comparative period notes disclosures repeat those disclosures made in the prior year.
Changes to classification and measurement To determine their classification and measurement category, IFRS 9 requires all financial assets, except equity instruments and derivatives, to be assessed based on a combination of the entity's business model for managing the assets and the instruments' contractual cash flow characteristics.
The IAS 39 measurement categories of financial assets (fair value through profit or loss (FVPL), available for sale (AFS), held-to-maturity and loans have been replaced by: · Debt instruments at amortised cost. · Debt instruments at fair value through other comprehensive income (FVOCI), with gains or losses recycled to profit or loss on derecognition. · Equity instruments at FVOCI, with no recycling of gains or losses to profit or loss on derecognition. · Financial assets at FVTPL.
The accounting for financial liabilities remains largely the same as it was under IAS 39.
The Company's classification of its financial assets and liabilities is explained in Notes 2.9. The quantitative impact of applying IFRS 9 as at 1 January 2018 is disclosed in Note 2.41.
52 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
2.3 Changes in accounting policies and disclosures- continued
Changes to the impairment calculation The adoption of IFRS 9 has fundamentally changed the Company's accounting for loan loss impairments by replacing IAS 39's incurred loss approach (with the exception of insurance related assets which is not within the scope of IFRS 9 just yet) with a forward-looking expected credit loss (ECL) approach. IFRS 9 requires the Company to record an allowance for ECLs for loans and other debt financial assets not held at FVPL. The allowance is based on the ECLs associated with the probability of default in the next twelve months unless there has been a significant increase in credit risk since origination, in which case lifetime ECLs are calculated.
Details of the Company's impairment method are disclosed in Note 2.9. The quantitative impact of applying IFRS 9 as at 1 January 2018 is disclosed in Note 2.41 (i.e. Transitional disclosures). b) IFRS 7 Revised (IFRS 7R) To reflect the differences between IFRS 9 and IAS 39, IFRS 7 Financial Instruments: Disclosures was updated and the Company has adopted it, together with IFRS 9, for the year beginning 1 January 2018. Changes include transition disclosures as shown in Note 2.41, detailed qualitative and quantitative information about the ECL calculations such as the assumptions and inputs used are set out in Note 3 (note on significant estimates) and Note 42 to the financial statements.
Reconciliations are presented under each note presented. Note 16.1 (Cash and cash equivalents), Note 17.1 (Debt instruments at amortised cost) and Note 22.1 (Finance lease receivables) c) IFRS 15 Revenue from contracts with customers The Company adopted IFRS 15 Revenue from contracts with customers on its effective date of 1 January 2018. IFRS 15 replaces IAS 18 Revenue and establishes a five-step model to account for revenue arising from contracts with customers. It applies to all contracts with customers except leases, financial instruments and insurance contracts. The standard establishes a more systematic approach for revenue measurement and recognition by introducing a five-step model governing revenue recognition. The five-step model requires the Insurer to (i) identify the contract with the customer, (ii) identify each of the performance obligations included in the contract, (iii) determine the amount of consideration in the contract, (iv) allocate the consideration to each of the identified performance obligations and (v) recognise revenue as each performance obligation is satisfied.
The adoption of IFRS 15 has no impact in the revenue recognition of the company as the revenue of the company is being recognized using IFRS 4 as amended. Revenue recognition for Net fair value (loss)/gain on financial assets and other investment income are recognised based on requirements of IFRS 9. In addition, guidance on interest and dividend income have been moved from IAS 18 to IFRS 9 without significant changes to the requirements. d) IFRIC Interpretation 22 Foreign Currency Transactions and Advance Considerations The Interpretation clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine the date of the transactions for each payment or receipt of advance consideration. This Interpretation does not have any impact on the Company's financial statements.
53 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
2.3 Changes in accounting policies and disclosures- continued e) Amendments to IFRS 4 Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts The amendments address concerns arising from implementing the new financial instruments standard, IFRS 9, before implementing IFRS 17 Insurance Contracts, which replaces IFRS 4. The amendments introduce two options for entities issuing insurance contracts: a temporary exemption from applying IFRS 9 and an overlay approach. These amendments are not relevant to the Company as it has already adopted IFRS in 2018. f) Amendments to IAS 40 Transfers of Investment Property The amendments clarify when an entity should transfer property, including property under construction or development into, or out of investment property. The amendments state that a change in use occurs when the property meets, or ceases to meet, the definition of investment property and there is evidence of the change in use. A mere change in management's intentions for the use of a property does not provide evidence of a change in use. These amendments do not have any impact on the Company's financial statements. g) Impact of adoption of new standard on the third statement of financial position The Company adopted new IFRS standards during the year which led to changes in its accounting policies. The Company applied these changes in accounting policies retrospectively and as such it is expected to present a third statement of financial position as at the beginning of the preceding period in addition to the minimum comparative financial statements as required by IAS 1.40A. However, the third statement of financial position is not presented because the company opted not to restate the comparative figures as permitted by IFRS 9 and IFRS 15. h) Other standards that became effective during the year but have no impact on the Company's financial statements Amendments to IFRS 2 Classification and Measurement of Share-based Payment Transactions Amendments to IAS 28 Investments in Associates and Joint Ventures - Clarification that measuring investees at fair value through profit or loss is an investment-by-investment choice
2.4 Standards issued but not yet effective
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company's financial statements are disclosed below. The Insurer intends to adopt these standards and interpretations, if applicable, when they become effective.
IFRS 16 - Leases IFRS 16 was issued in January 2016 and it replaces IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions for lessees – leases of 'low-value' assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset.
54 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
2.4 Standards issued but not yet effective- continued
IFRS 16 – Leases – continued Lessor accounting under IFRS 16 is substantially unchanged from today's accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases.
IFRS 16, which is effective for annual periods beginning on or after 1 January 2019, requires lessees and lessors to make more extensive disclosures than under IAS 17.
A lessee can choose to apply the standard using either a full retrospective or a modified retrospective approach. The standard's transition provisions permit certain reliefs.
In applying IFRS 16 for the first time, the Company will use the following practical expedients permitted by the standard: ·The accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2018 as short term Leases.
The Company plans to adopt IFRS 16 using modified retrospective approach. The Company has also elected not to apply IFRS 16 to contracts that were not identified as containing a lease under IAS 17 and IFRIC 4 Determining whether an Arrangement contains a Lease. Thus, the adoption of IFRS 16 in 2019 will not have any material impact on the Company because the company is a lessor in some of its lease arrangement and only engage in short-term lease in a position it acts like a lessee.
IFRS 17 Insurance Contracts In May 2017, the IASB issued IFRS 17 Insurance Contracts, a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure, which replaces IFRS 4 Insurance Contracts.
In contrast to the requirements in IFRS 4, which are largely based on grandfathering previous local accounting policies for measurement purposes, IFRS 17 provides a comprehensive model (the general model) for insurance contracts, supplemented by the variable fee approach for contracts with direct participation features that are substantially investment-related service contracts, and the premium allocation approach mainly for short- duration which typically applies to certain non-life insurance contracts.
The main features of the new accounting model for insurance contracts are, as follows: · The measurement of the present value of future cash flows, incorporating an explicit risk adjustment, remeasured every reporting period (the fulfilment cash flows) · A Contractual Service Margin (CSM) that is equal and opposite to any day one gain in the fulfilment cash flows of a group of contracts. The CSM represents the unearned profitability of the insurance contracts and is recognised in profit or loss over the service period (i.e., coverage period)
· Certain changes in the expected present value of future cash flows are adjusted against the CSM and thereby recognised in profit or loss over the remaining contractual service period. · The effect of changes in discount rates will be reported in either profit or loss or other comprehensive income, determined by an accounting policy choice
55 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
2.4 Standards issued but not yet effective- continued IFRS 17 – Insurance Contracts – continued
· The recognition of insurance revenue and insurance service expenses in the statement of comprehensive income based on the concept of services provided during the period · Amounts that the policyholder will always receive, regardless of whether an insured event happens (non- distinct investment components) are not presented in profit or loss, but are recognised directly on the statement of financial position. · Insurance services results (earned revenue less incurred claims) are presented separately from the insurance finance income or expense · Extensive disclosures to provide information on the recognised amounts from insurance contracts and the nature and extent of risks arising from these contracts
IFRS 17 is effective for annual reporting periods beginning on or after 1 January 2022, with comparative figures required. Early application is permitted, provided the entity also applies IFRS 9 and IFRS 15 on or before the date it first applies IFRS 17. Retrospective application is required.
However, if full retrospective application for a group of insurance contracts is impracticable, then the entity is required to choose either a modified retrospective approach or a fair value approach. The Company is currently assessing the impact of IFRS 17 in its financial statements and its impact on the company financial statements cannot be ascertained as at 31st December 2018 due to the fact that the company is still undergoing assessment phase of the standard.
IFRIC Interpretation 23 Uncertainty over Income Tax Treatment The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12 and does not apply to taxes or levies outside the scope of IAS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following:
· Whether an entity considers uncertain tax treatments separately · The assumptions an entity makes about the examination of tax treatments by taxation authorities · How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates · How an entity considers changes in facts and circumstances
An entity has to determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty should be followed. The interpretation is effective for annual reporting periods beginning on or after 1 January 2019, but certain transition reliefs are available. The Company does not expect this interpretation to have material impact on the financial statements.
Amendments to IFRS 9: Prepayment Features with Negative Compensation Under IFRS 9, a debt instrument can be measured at amortised cost or at fair value through other comprehensive income, provided that the contractual cash flows are 'solely payments of principal and interest on the principal
56 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
2.4 Standards issued but not yet effective- continued Amendments to IFRS 9: Prepayment Features with Negative Compensation - continued amount outstanding' (the SPPI criterion) and the instrument is held within the appropriate business model for that classification. The amendments to IFRS 9 clarify that a financial asset passes the SPPI criterion regardless of the event or circumstance that causes the early termination of the contract and irrespective of which party pays or receives reasonable compensation for the early termination of the contract. The amendments should be applied retrospectively and are effective from 1 January 2019, with earlier application permitted. These amendments have no impact on the financial statements of the Company.
Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture The amendments address the conflict between IFRS 10 and IAS 28 in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in IFRS 3, between an investor and its associate or joint venture, is recognised in full. Any gain or loss resulting from the sale or contribution of assets that do not constitute a business, however, is recognised only to the extent of unrelated investors' interests in the associate or joint venture. The IASB has deferred the effective date of these amendments indefinitely, but an entity that early adopts the amendments must apply them prospectively. These amendments have no impact on the financial statements of the company as the company has neither Associate nor Joint Venture.
Amendments to IAS 19: Plan Amendment, Curtailment or Settlement The amendments to IAS 19 address the accounting when a plan amendment, curtailment or settlement occurs during a reporting period. The amendments specify that when a plan amendment, curtailment or settlement occurs during the annual reporting period, an entity is required to: · Determine current service cost for the remainder of the period after the plan amendment, curtailment or settlement, using the actuarial assumptions used to remeasure the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event · Determine net interest for the remainder of the period after the plan amendment, curtailment or settlement using: the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event; and the discount rate used to remeasure that net defined benefit liability (asset).
The amendments also clarify that an entity first determines any past service cost, or a gain or loss on settlement, without considering the effect of the asset ceiling. This amount is recognised in profit or loss. An entity then determines the effect of the asset ceiling after the plan amendment, curtailment or settlement. Any change in that effect, excluding amounts included in the net interest, is recognised in other comprehensive income.
The amendments apply to plan amendments, curtailments, or settlements occurring on or after the beginning of the first annual reporting period that begins on or after 1 January 2019, with early application permitted. These amendments have no impact on the financial statements of the company.
Amendments to IAS 28: Long-term interests in associates and joint ventures The amendments clarify that an entity applies IFRS 9 to long-term interests in an associate or joint venture to which the equity method is not applied but that, in substance, form part of the net investment in the associate or joint venture (long-term interests). This clarification is relevant because it implies that the expected credit loss model in IFRS 9 applies to such long-term interests.
57 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
2.4 Standards issued but not yet effective- continued Amendments to IAS 28: Long-term interests in associates and joint ventures - continued The amendments also clarified that, in applying IFRS 9, an entity does not take account of any losses of the associate or joint venture, or any impairment losses on the net investment, recognised as adjustments to the net investment in the associate or joint venture that arise from applying IAS 28 Investments in Associates and Joint Ventures.
The amendments should be applied retrospectively and are effective from 1 January 2019, with early application permitted. Since the Company does not have such long-term interests in its associate and joint venture, the amendments will not have an impact on its financial statements.
Annual Improvements 2015-2017 Cycle (issued in December 2017)
These improvements include: · IFRS 3 Business Combinations The amendments clarify that, when an entity obtains control of a business that is a joint operation, it applies the requirements for a business combination achieved in stages, including remeasuring previously held interests in the assets and liabilities of the joint operation at fair value. In doing so, the acquirer remeasures its entire previously held interest in the joint operation. An entity applies those amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 January 2019, with early application permitted. These amendments will not have an impact on the Company's financial statements.
· IFRS 11 Joint Arrangements A party that participates in, but does not have joint control of, a joint operation might obtain joint control of the joint operation in which the activity of the joint operation constitutes a business as defined in IFRS 3. The amendments clarify that the previously held interests in that joint operation are not remeasured. An entity applies those amendments to transactions in which it obtains joint control on or after the beginning of the first annual reporting period beginning on or after 1 January 2019, with early application permitted. These amendments are currently not applicable to the Company but may apply to future transactions.
· IAS 12 Income Taxes The amendments clarify that the income tax consequences of dividends are linked more directly to past transactions or events that generated distributable profits than to distributions to owners. Therefore, an entity recognises the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events.
An entity applies those amendments for annual reporting periods beginning on or after 1 January 2019, with early application permitted. When an entity first applies those amendments, it applies them to the income tax consequences of dividends recognised on or after the beginning of the earliest comparative period. Since the Company's current practice is in line with these amendments, the Company does not expect any effect on its financial statements.
58 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
2.4 Standards issued but not yet effective- continued Annual Improvements 2015-2017 Cycle (issued in December 2017) - continued
· IAS 23 Borrowing Costs The amendments clarify that an entity treats as part of general borrowings any borrowing originally made to develop a qualifying asset when substantially all of the activities necessary to prepare that asset for its intended use or sale are complete.
An entity applies those amendments to borrowing costs incurred on or after the beginning of the annual reporting period in which the entity first applies those amendments. An entity applies those amendments for annual reporting periods beginning on or after 1 January 2019, with early application permitted. Since the Company's current practice is in line with these amendments, the Company does not expect any effect on its financial statements.
2.5 Significant accounting judgements, estimates and assumptions In the application of the Company's accounting policies, the Directors are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgments in applying the Company's accounting policies The following are the critical judgments, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in financial statements.
Going Concern The financial statements have been prepared on the going concern basis and there is no intention to curtail business operations. Capital adequacy, profitability and liquidity ratios are continuously reviewed and appropriate action taken to ensure that there are no going concern threats to the operation of the Company. The Directors have made assessment of the Company's ability to continue as a going concern and have no reason to believe that the Company will not remain a going concern in the next 12 months ahead.
Insurance product classification and contract liabilities The Company's non-life insurance contracts are classified as insurance contracts. As permitted by IFRS 4, assets and liabilities of these contracts are accounted for under previously applied GAAP. Insurance contracts are those contracts when the Company (the insurer) has accepted significant insurance risk from another party (the policyholders) by agreeing to compensate the policyholders if a specified uncertain future event (the insured event) adversely affects the policyholders. As a general guideline, the Company determines whether it has significant insurance risk, by comparing benefits paid with benefits payable if the insured event did not occur. Insurance contracts can also transfer financial risk. Once a contract has been classified as an insurance contract, it remains an insurance contract for the remainder of its lifetime, even if the insurance risk reduces significantly during this period, unless all rights and obligations are extinguished or expire. Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date,
59 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
2.5 Significant accounting judgements, estimates and assumptions-continued that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Fair value of financial instruments using valuation techniques The Directors use their judgment in selecting an appropriate valuation technique. Where possible, financial instruments are marked at prices quoted in active markets. In the current market environment, such price information is typically not available for all instruments and the company uses valuation techniques to measure such instruments. These techniques use “market observable inputs” where available, derived from similar assets in similar and active markets, from recent transaction prices for comparable items or from other observable market data. For positions where observable reference data are not available for some or all parameters the company estimates the non-market observable inputs used in its valuation models. Other financial instruments are valued using a discounted cash flow analysis based on assumptions supported, where possible, by observable market prices or rates although some assumptions are not supported by observable market prices or rates.
Valuation of Non-life insurance contract liabilities For non-life insurance contract, estimates have to be made for the expected ultimate cost of all future payments attaching to incurred claims at the reporting date. These include incurred but not reported ("IBNR") claims. Due to the nature of insurance business, ultimate cost of claims is often not established with certainty until after the reporting date and therefore considerable judgement, experience and knowledge of the business is required by management in the estimation of amounts due to contract holders. Actual results may differ resulting in positive or negative change in estimated liabilities.
The ultimate cost of outstanding claims is estimated by using a range of standard actuarial claims projection techniques, such as Loss ratio method and BCL methods. The BCL method assumes that past experience is indicative of future experience i.e. claims recorded to date will continue to develop in a similar manner in the future while Loss ratio method is used for classes with limited claims payments or history and therefore a BCL method would be inappropriate. The loss ratio method allows for an estimate of the average ultimate loss ratio which needs to be assumed, it uses the incurred and paid to date loss ratio that have been experienced to date in previous accident years. Additional qualitative judgement is required as significant uncertainties remain such as future changes in inflation, economic conditions, attitude to claiming, foreign exchange rates, judicial decisions and operational process.
Similar judgements, estimates and assumptions are employed in the assessment of losses attaching to unearned premium exposures. The methods used are based on time apportionment principles together with significant judgement to assess the adequacy of theses liabilities and the attached uncertainty. The carrying value at the reporting date of non-life insurance contract liabilities is N3,605,248,000 (2017: N2,643,592,000). Further details on insurance contract liabilities are disclosed in Note 24 to the financial statements.
60 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
2.5 Significant accounting judgements, estimates and assumptions-continued
Certain acquisition costs related to the sale of new policies are recorded as deferred acquisition costs (DAC) and are amortised to the profit or loss over time. If the assumptions relating to future profitability of these policies are not realised, the amortisation of these costs could be accelerated and this may also require additional impairment write-offs to the profit or loss.
Deferred tax assets and liabilities The carrying value at the reporting date of net deferred tax liabilities is N450,536,000 (2017:N461,856,000). Further details on taxes are disclosed in Note 10 to the financial statements.
Valuation of pension benefit obligation The cost of defined benefit pension plans and other post-employments benefits and the present value of the pension obligation are determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rate of return on assets, future salary increases, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Details of the key assumptions used in the estimates are contained in Note 28 to the financial statements.
The carrying value at the reporting date of gratuity benefit obligation is N149,682,000 (2017:N164,290,000).
Valuation of investment properties The Company carries its investment properties at fair value, with changes in fair value being recognised in profit or loss. The Company engaged an independent valuation specialist to assess fair value as at 31 December 2018. A valuation methodology based on discounted cash flow model was used as there is a lack of comparable market data because of the nature of the properties.
The determined fair value of the investment properties is most sensitive to the estimated yield as well as the long- term vacancy rate. The key assumptions used to determine the fair value of the investment properties are further explained in Note 20 to the financial statements.
Impairment under IFRS 9 The impairment requirements of IFRS 9 apply to all debt instruments that are measured at amortised cost. The determination of impairment loss and allowance moves from the incurred credit loss model whereby credit losses are recognised when a defined loss event occurs under IAS 39, to expected credit loss model under IFRS 9, where expected credit losses are recognised upon initial recognition of the financial asset based on expectation of potential credit losses at the time of initial recognition.
61 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
2.5 Significant accounting judgements, estimates and assumptions-continued Impairment under IFRS 9 - continued
Staged Approach to the Determination of Expected Credit Losses
IFRS 9 outlines a three-stage model for impairment based on changes in credit quality since initial recognition.
These stages are as outlined below:
Stage 1 The Company recognises a credit loss allowance at an amount equal to the 12 month expected credit losses. This represents the portion of lifetime expected credit losses from default events that are expected within 12 months of the reporting date, assuming that credit risk has not increased significantly after the initial recognition.
Stage 2 The Company recognises a credit loss allowance at an amount equal to thelifetime expected credit losses (LTECL) for those financial assets that are considered to have experienced a significant increase in credit risk since initial recognition. This requires the computation of ECL based on Lifetime probabilities of default that represents the probability of a default occurring over the remaining lifetime of the financial assets. Allowance for credit losses is higher in this stage because of an increase in credit risk and the impact of a longer time horizon being considered compared to 12 months in stage 1.
Stage 3 The Company recognises a loss allowance at an amount equal to life-timeexpected credit losses, reflecting a probability of default (PD) of 100% via the recoverable cash flows for the asset. For those financial assets that are credit impaired. The Company's definition of default is aligned with the regulatory definition. The treatment of the loans and other receivables in stage 3 remains substantially the same as the treatment of impaired financial assets under IAS 39 except for the portfolios of assets purchased or originated as credit impaired.
The Company does not originate or purchase credit impaired loans or receivables.
The determination of whether a financial asset is credit impaired focuses exclusively on default risk, without taking into consideration the effect of credit risk mitigants such as collateral or guarantees. Specifically, the financial asset is credit impaired and in stage 3 when: the Company considers the obligor is unlikely to pay its credit obligations to the company. The termination may include forbearance actions, where a concession has been granted to the borrower or economic or legal reasons that a qualitative indicators of credit impairment; or contractual payments of either principal or interest by the obligor are pass due by more than 90 days.
For financial assets considered to be credit impaired, the ECL allowance covers the amount of loss the Company is expected to suffer. The estimation of ECLs is done on a case by case basis for non-homogenous portfolios, or by applying portfolio based parameters to individual financial assets in this portfolios by the Company's ECL model for homogenous portfolios.
Forecast of future economic conditions when calculating ECLs are considered. The lifetime expected losses are estimated based on the probability – weighted present value of the difference between: 1) The contractual cash flows that are due to the Company under the contract; and 2) The cash flows that the Company expects to receive.
62 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
2.5 Significant accounting judgements, estimates and assumptions-continued Impairment under IFRS 9 - continued
Elements of ECL models that are considered accounting judgements and estimates include: · The Company's criteria for assessing if there has been a significant increase in credit risk and so allowances for financial assets should be measured on a LTECL basis and the qualitative assessment. · The development of ECL models, including the various formulas and the choice of inputs Determination of associations between macroeconomic scenarios and, economic inputs, such as unemployment levels and collateral values, and the effect on PDs, EADs and LGDs. · Selection of forward-looking macroeconomic scenarios and their probability weightings, to derive the economic inputs into the ECL models.
Expected lifetime: The expected life time of a financial asset is a key factor in determine the life time expected credit losses. Lifetime expected credit losses represents default events over the expected life of a financial asset. The company measures expected credit losses considering the risk of default over the maximum contractual period (including any borrower's extension option) over which it is exposed to credit risk.
2.6 Regulatory authority and financial reporting The Company is regulated by the National Insurance Commission (NAICOM) under the National Insurance Act of Nigeria. The Act specifies certain provisions which have impact on financial reporting as follows: i. Section 20 (1a) provides that provisions for unexpired risks shall be calculated on a time apportionment basis of the risks accepted in the year; ii. Section 20 (1b) which requires the provision of 10 percent for outstanding claims in respect of claims incurred but not reported at the end of the year under review. See note 3(m)(vi) on accounting policy for outstanding claims; iii. Sections 21 (1a) and 22 (1b) require maintenance of contingency reserves for general and life businesses respectively at specified rates as set out under note (23) and note 3(t) to cover fluctuations in securities and variation in statistical estimates; iv. Section 22 (1a) requires the maintenance of a general reserve known as life fund which shall be credited with an amount equal to the net liabilities on policies in force at the time of the actuarial valuation as set out under note 15(b). The valuation is done annually by the Company, using independent experts; v. Section 24 requires the maintenance of a margin of solvency to be calculated in accordance with the Act as set out under note 49.1; vi. Section 10(3) requires insurance companies in Nigeria to deposit 10 percent of the minimum paid-up share capital with the Central Bank of Nigeria as set out under note 14; vii. Section 25 (1) requires an insurance company operating in Nigeria to invest and hold invested in Nigeria assets equivalent to not less than the amount of policy holders' funds in such accounts of the insurer. See note 51 for assets allocation that covers policy holders' funds.
The Financial Reporting Council of Nigeria Act No. 6, 2011 which requires the adoption of IFRS by all listed and significant public interest entities provides that in matters of financial reporting, if there is any inconsistency between the Financial Reporting Council of Nigeria Act No. 6, 2011 and other Acts which are listed in section 59(1) of the Financial Reporting Council of Nigeria Act No. 6, 2011, the Financial Reporting Council of Nigeria Act No. 6, 2011 shall prevail.
63 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
2.6 Regulatory authority and financial reporting - continued
The Financial Reporting Council of Nigeria acting under the provisions of the Financial Reporting Council of Nigeria Act No. 6, 2011 has promulgated IFRS as the national financial reporting framework for Nigeria. Consequently, the following provision of the National Insurance Act, 2003 which conflict with the provisions of IFRS have not been adopted:
I) Section 22(1a) which requires additional 25 percent of net premium to general reserve fund. See note 3(m)(ii) on accounting policy for unexpired risk and unearned premium.
2.7 Foreign currency translation (a) Functional and presentation currency Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in Nigerian Naira which is the Company's functional and presentation currency.
(b) Transactions and balances Foreign currency transactions are transactions denominated, or that require settlement, in a foreign currency and these are translated into the functional currency spot rate prevailing at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange prevailing at the reporting date. Foreign exchange gains and losses resulting from the retranslation and settlement of these items are recognised in profit or loss.
2.8 Cash and cash equivalents For the purposes of the statement of cash flows, cash comprises cash balances and deposits with banks net of overdraft. Cash equivalents comprise highly liquid investments (including money market funds) that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value with original maturities of three months or less being used by the Company in the management of its short- term commitments. Cash and cash equivalents are carried at amortised cost in the statement of financial position.
2.9 Financial instruments
2.9.1 Recognition and initial measurement i. Initial recognition All financial assets and liabilities are initially recognized on the trade date, i.e., the date that the Company becomes a party to the contractual provisions of the instrument. The Company uses trade date accounting for regular way contracts when recording financial assets transactions.
A financial asset or financial liability is measured initially at fair value plus or minus, for an item not at fair value through profit or loss, direct and incremental transaction costs that are directly attributable to its acquisition or issue. Transaction costs of financial assets and liabilities carried at fair value through profit or loss are expensed in profit or loss at initial recognition.
64 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
2.9 Financial instruments - continued 2.9.1 Recognition and initial measurement - continued ii. Day 1 profit or loss When the transaction price of the instrument differs from the fair value at origination and the fair value is based on a valuation technique using only inputs observable in market transactions, the Company recognises the difference between the transaction price and fair value in Net fair value (loss)/gain on financial assets. In those cases where fair value is based on models for which some of the inputs are not observable, the difference between the transaction price and the fair value is deferred and is only recognised in profit or loss when the inputs become observable, or when the instrument is derecognised. iii. Amortised cost and gross carrying amount The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured on initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount and, for financial assets, adjusted for any expected credit loss allowance.
The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any expected credit loss allowance. iv. Effective interest method The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial asset or financial liability to the gross carrying amount of a financial asset (i.e. its amortised cost before any impairment allowance) or to the amortised cost of a financial liability. The calculation does not consider expected credit losses and includes transaction costs, premiums or discounts and fees and points paid or received that are integral to the effective interest rate, such as origination fees.
2.9.2 Classification of financial instruments a. Policy applicable from 1 January 2018 The Company classifies its financial assets under IFRS 9, into the following measurement categories: - those to be measured at fair value through other comprehensive income (FVOCI) without recycling (equity instrument), - those to be measured at fair value through profit or loss (FVTPL) (equity instrument); and - those to be measured at amortised cost (debt instrument).
The classification depends on the Company's business model (i.e. business model test) for managing financial assets and the contractual terms of the financial assets cash flows (i.e. solely payments of principal and interest – SPPI test). The Company also classifies its financial liabilities at amortized cost. Management determines the classification of the financial instruments at initial recognition. b. Policy applicable prior to 1 January 2018 The company classifies its financial assets into the following categories: financial assets at fair value through profit or loss, held to maturity financial assets, loans and receivables and available for sale financial assets. The classification is determined by management at initial recognition and depends on the purpose for which the investments were acquired. The company also classifies its financial liabilities as other financial liabilities category.
65 Prestige....Compassionate & Caring PRESTIGE ASSURANCE PLC (A Subsidiary of The New India Assurance Co. Ltd Mumbai India) Annual Report & Accounts 2018 For the year ended 31 December 2018 Summary of Significant Accounting Policies (Cont’d)
2.9 Financial instruments - continued 2.9.3 Subsequent measurements a. Financial assets - policy applicable from 1 January 2018 The subsequent measurement of financial assets depend on its initial classification: (i) Debt instruments Financial assets at amortised cost: A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL: