United Capital 2021 Annual Report and Accounts
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2 0 2 1 A N N U A L R E P O R T S & A C C O U N T S TABLE OF CONTENT 2 About United Capital About United Capital --------------------------------------------------------- 2 Board of Directors -------------------------------------------------------------- 5 Board Profile --------------------------------------------------------------------- 6 Subsidiary MDs ------------------------------------------------------------------- 12 Management Team ----------------------------------------------------------- 14 27 Strategic Reports 2020 Economic and Financial Market Overview --------------------- 27 Chairman’s Statement --------------------------------------------------------- 35 Group CEO’s Letter to Shareholders -------------------------------------- 38 Sustainability Report-------------------------------------------------------------- 42 48 Corporate Governance Board Appointment Process ----------------------------------------------- 48 Attendance of Board Meetings ------------------------------------- - ----- 52 Constitution of the Board of Directors ------------------------------------ 53 59 Directors’ Report Legal Form ------------------------------------------------------------------------ 59 Analysis of Shareholding ------------------------------------------------------ 62 Employment and Employees ---------------------------------------------- 63 Compliance ---------------------------------------------------------------------- 64 Board Evaluation Report ------------------------------------------------------ 66 70 Financial Statements Statement of Director’s Responsibilities ---------------------------------- 70 Statement of Consolidated Income -------------------------------------- 81 Statement of Financial Position --------------------------------------------- 82 Statement of Changes in Equity -------------------------------------------- 83 Statement of Cash Flow ------------------------------------------------------- 84 Notes to Financial Statements ----------------------------------------------- 85 Risk Management Framework ----------------------------------------------- 104 Value Added Statement ------------------------------------------------------ 132 Financial Summary Group ---------------------------------------------------- 133 Financial Summary Company ----------------------------------------------- 134 Financial Summary Group ---------------------------------------------------- 135 138 Investor Information United Capital in Pictures ----------------------------------------------------- 137 Notice of AGM ------------------------------------------------------------------- 138 E-Dividend Mandate ----------------------------------------------------------- 139 Corporate Information ------------------------------------------------------- 141 E-Share Registration ------------------------------------------------------------- 142 Full Dematerialization form for Migration ------------------------------- 143 E-Service/Data Update Form ------------------------------------------------ 144 Proxy Form -------------------------------------------------------------------------- 145 1 UNITED CAPITAL 5 YEARS FINANCIAL HIGHLIGHTS (2016-2020) 2016 0.50 115 9 2016 2017 0.3529% 73 43%13%40% 2018 720.308.92 72 DividendEarnings PerPer ShareShare 2017 Cost-to-income ratio 38% (in(kobo) naira) 2019 0.50 83 (in Billion naira) 9.26 2018 2020 130.1933% 0.70 130.19 Revenue Cost-to-income 8.59 2019 33% 20162016 9.00 167% 12.87 2020 43% 20172017 -37% 72 38% 8.92 Historical40% Earnings 20182018 -1% 9.26 (inEPS Billion growth naira) rate 20192019 15% 8.59 20202020 57% 12.87 Prot After Tax 3.74 2016 6.37 6.00 42.17% 2017 5.55 4.36 43% 3.19 5 years historical returns 2017 72 25% 2018 72 26.02% 6.22 4.34 Prot Before Tax 2.92 (in Billion naira) 20192018 4.95 4.97 Return on Equity Return on Asset 27.40% 2020 130.19 7.95 7.81 130.193.31 2019 25.39% 3.51 2020 31.98% About United Capital nited Capital is a leading African investment banking, asset management, trusteeship and securities trading Group, providing a bouquet of diverse financial Uservices to individuals, corporates, and governments, enabling growth at all levels. Since it was founded over 50 years ago, United Capital Plc has cultivated and sustained a heritage of excellence in the finance space in Africa. Its track record of transaction execution, industry leadership and client focus are still unmatched. It has achieved this by providing top-of-the-line financial services, consistently demonstrating a commitment to execution, excellent service delivery and client satisfaction. Through the years, the Group has innovated with each season, and found smart ways to provide even more value to its clients by showing a spectacular ability to adapt to change. United Capital's Pan African expansion drive is borne out of the need to replicate its numerous successes in the Nigerian market to the broader African space, through transforming the African continent by providing investment banking solutions to governments, companies, and individuals. It is poised to be the financial and investment role model across Africa, deploying innovation, technology, and specialist skills to exceed client expectations, whilst creating superior value for all stakeholders. Looking ahead, with strategic financial partnerships, and a commitment to economic growth and prosperity on the continent, United Capital Plc will leverage its market leadership and strong relationships with financial market participants, Development Finance Institutions, multilateral agencies, as well as financiers within and outside the continent to drive innovative solutions to funding challenges in Africa. Financial Highlights N8.59B N4.97B N12.87B N7.81B Total Revenue: 50% Profit After 57% Tax: N4.95B N222.75B N150.46B N7.95B Profit Before Total Assets: Tax: 61% 48% 2020 2019 2 Lagos Abuja Port Harcout Ibadan Ghana 3 BOARD OF DIRECTORS 4 2 0 2 1 A N N U A L R E P O R T S & A C C O U N T S Board of Directors Mr. M. Chika Mordi Mr. Peter Ashade Mr. Sunny Anene Chairman Group Chief Executive Officer Group Executive Director (Non-Executive Director) Mr. Emmanuel Nnorom Mr. Adim Jibunoh Mr. Sonny Iroche Non-Executive Non-Executive Independent Non-Executive Director Director Director Sir Stephen Nwadiuko Mr. Titus Oladipupo Fatokun Hajiya Sutura Aisha Bello Independent Non-Executive Independent Non-Executive Independent Non-Executive Director Director Director Sir. Leo Okafor Group Company Secretary /General Counsel 5 2 0 2 1 A N N U A L R E P O R T S & A C C O U N T S Board of Directors Mr. M. Chika Mordi – Chairman (Non-Executive Director) atthias Chika Mordi brings significant experience to the Board in the areas of governance, regional knowledge and industry Mexpertise. An accomplished investment banker, he served (often in a supervisory capacity) on the boards of more than 30 companies of diverse sizes in Nigeria, Ghana, Cameroon, the United Kingdom and the United States of America. He is a member of the Advisory Board of Harvard's Shorenstein Centre and served on several government and multilateral committees, including the World Economic Forum's agenda board and USAID. He is a Professor at Johns Hopkins School of Advanced International Studies, and the CEO of Washington D.C. - based Vantage Insights & Strategies LLC. from where he advises governments, businesses and individuals on competitiveness and strategy. An avid scholar, Mordi holds an MPA from Harvard Kennedy School, an MBA from IESE Business School, a master's degree from SAIS John Hopkins, a master's degree in public communication from American University in the USA, an advanced management diploma from Harvard Business School and a BSc in Economics from the University of Ilorin. He contributes regularly to international print and broadcast media outlets, speaks multiple languages and has travelled to over sixty countries. He was appointed the Chairman of United Capital Plc on January 10, 2014. Mr. Peter Ashade – Group Chief Executive Officer eter Ashade holds a Bachelor of Science degree from the Olabisi Onabanjo University, Ago-Iwoye (formerly Ogun State University), Pan MBA and MSc from Obafemi Awolowo University and University of Lagos, respectively. He is a Fellow of three professional bodies namely, the Institute of Chartered Accountants of Nigeria, Institute of Capital Market Registrars of Nigeria and Chartered Institute of Bankers of Nigeria as well as Associates of the Chartered Institute of Taxation and Institute of Directors. He has 30 years of experience in the Nigerian capital market and had served in various committees of the Securities and Exchange Commission. He was appointed the Group Chief Executive Officer of United Capital Plc on July 2, 2018. 6 2 0 2 1 A N N U A L R E P O R T S & A C C O U N T S Board Profile Mr. Sunny Anene – Group Executive Director rior to his appointment as an Executive Director, he was the Managing Director of United Capital Asset Management Limited, Pa wholly owned subsidiary of United Capital Plc. He had served as the Group Chief Finance Officer with additional responsibilities in Risk Management, Information Technology, Treasury, Finance and two other functional areas within the Group. His experience spans over twenty-six (26) years and cuts across investment, capital markets, pensions and finance as well as banking operations. His proven ingenuity in these areas is brought to bear on the Group's Asset Management Business. Prior to joining United Capital Plc, he was Head of Operations at First City Group and later Lead Trader for CSL Stockbrokers,