Abridged FBN Holdings Plc 2014 Annual Report
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FBN Holdings Plc | Annual Report and Accounts 2014 ONE GROUP MULTIPLE SOLUTIONS FBN Holdings Plc Annual Report and Accounts 2014 FBNHOLDINGS IS ONE GROUP OFFERING MULTIPLE SOLUTIONS. We are the sum of all our parts. Capitalising on the synergy between our Group’s subsidiary businesses means we can maximise opportunities, explore new ones and build on our shared learning. It means we can offer our customers a one- stop shop, giving them access to a huge range of financial services and solutions. But it’s not just our customers who benefit from this approach. Collaborating under a holding company structure means we’re resilient and agile in the face of a tough operating environment. By working together, our Group businesses create a platform of specialisation so we can maximise our combined strengths and enhance shareholder value. FBNHoldings; one Group, multiple solutions. 1 SHAREHOLDER GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS INFORMATION In this report GROUP OVERVIEW FINANCIAL STATEMENTS CORPORATE PROFILE 6 RESPONSIBILITY FOR ANNUAL FINANCIAL STATEMENTS 63 OUR GEOGRAPHIC REACH 7 REPORT OF THE INDEPENDENT AUDITORS 64 HOW WE ARE STRUCTURED 8 REPORT OF THE AUDIT COMMITTEE 65 WHAT WE DO 10 INCOME STATEMENT 66 GROUP CHAIRMAN’S STATEMENT 13 STATEMENT OF COMPREHENSIVE INCOME 67 GROUP CHAIRMAN’S LETTER TO SHAREHOLDERS 16 STATEMENT OF FINANCIAL POSITION 68 FINANCIAL HIGHLIGHTS 17 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 70 GROUP CHIEF EXECUTIVE OFFICER'S REVIEW 19 COMPANY STATEMENT OF CHANGES IN EQUITY 72 RECOGNITION OF OUR PERFORMANCE 22 CONSOLIDATED STATEMENT OF CASH FLOWS 73 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 74 OUR APPROACH VALUE ADDED STATEMENT 194 OUR EVOLVING MARKETPLACE 26 FIVE-YEAR FINANCIAL SUMMARY – GROUP 196 OUR BUSINESS MODEL 28 FINANCIAL SUMMARY – COMPANY 198 WHAT MAKES OUR BUSINESS MODEL SUSTAINABLE? 31 LEADERSHIP AND GOVERNANCE 34 SHAREHOLDER INFORMATION EFFECTIVE RISK MANAGEMENT 38 SHAREHOLDER RESOURCES 201 NOTICE OF ANNUAL GENERAL MEETING 205 GOVERNANCE PROXY FORM 207 BOARD OF DIRECTORS 48 E-PRODUCTS ACTIVATION FORM 209 ATTENDANCE AT BOARD MEETINGS 50 E-DIVIDEND FORM 211 BOARD COMMITTEES 51 STOCKBROKER E-LODGEMENT ACTIVATION FORM 213 WHISTLEBLOWING PROCEDURES 55 GLOSSARY OF RATIOS 215 OPERATIONAL STRUCTURE 58 ABBREVIATIONS 217 DIRECTORS’ REPORT 59 CONTACT INFORMATION 220 REPORT OF THE INDEPENDENT CONSULTANT ON THE APPRAISAL OF THE BOARD OF DIRECTORS OF FBN HOLDINGS PLC 61 The term ‘FBN Holdings Plc’ or the ‘Group’ means FBNHoldings together with y The Insurance business group comprises FBN Insurance Limited and FBN its subsidiaries. FBN Holdings Plc is a financial holding company incorporated Insurance Brokers Limited. in Nigeria on 14 October 2010. The Company was listed on the Nigerian Stock y Other Financial Services business group includes the Group’s non- Exchange under the ‘Other Financial Services’ sector on 26 November 2012 operating holding company and other non-banking financial services and has issued and fully paid-up share capital as 32,632,084,356 ordinary businesses, primarily FBN Microfinance Bank and most recently Kakawa N shares of 50 kobo each ( 16,316,042,178). In this report the abbreviations Discount House Limited. ‘Nmn’ and ‘Nbn’ represent millions and billions of naira respectively. This report has been prepared under the International Financial Reporting FBN Holdings Plc is structured under four business groups, namely: Standards (IFRS), and unless otherwise stated, the income statement analysis Commercial Banking, Investment Banking and Asset Management, Insurance, compares the 12 months to December 2014 to the corresponding 12 months and Other Financial Services. of 2013, and the balance sheet comparison relates to the corresponding position at 31 December 2013. Unless otherwise stated, all disclosed figures y The Commercial Banking business group comprises First Bank of Nigeria relate to continuing operations. Relevant terms that are used in this document Limited, FBNBank (UK) Limited, FBNBank DRC, First Pension Custodian but are not defined under applicable regulatory guidance or International Nigeria Limited and FBN Mortgages Limited. Others include the FBNBank Financial Reporting Standards are explained in the glossary or abbreviation (formerly ICB) in Ghana, Guinea, The Gambia, Sierra Leone and Senegal. section of this report. First Bank of Nigeria Limited is the lead entity of the Commercial Banking business group. Shareholders will receive a CD containing the annual report and accounts for FBN Holdings Plc, as well as information on outstanding dividend claims and y Investment Banking and Asset Management business group consists of a list of all our business locations. There will be an option to view a navigable FBN Capital Limited, FBN Funds, FBN Trustees, FBN Securities and FBN PDF copy of the FBNHoldings report and the First Bank of Nigeria report as Capital Asset Management. FBN Capital Limited is the lead entity of the well as standard PDFs of certain subsidiary reports at the download centre. Investment Banking and Asset Management business group. A CD will be available on request by contacting FBN Holdings Plc Investor Relations department, Samuel Asabia House, 35 Marina Street, Lagos. FBN HOLDINGS PLC | ANNUAL REPORT AND ACCOUNTS 2014 2 SHAREHOLDER GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS INFORMATION DESIGNED TO BE RESPONSIVE Our businesses are flexible and agile in a tough operating environment. By constantly being responsive to the changing marketplace in which we operate, we are able to allocate our resources efficiently and effectively. The flexibility of our businesses’ operating models means we can remain agile and respond to change quickly. FBN HOLDINGS PLC | ANNUAL REPORT AND ACCOUNTS 2014 3 SHAREHOLDER GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS INFORMATION BUILT TO BE STRONG Our diversity gives us great strength. The synergies created by the intertwining and collaboration between the Group’s subsidiary businesses means we are able to maximise opportunities from existing customers while increasing new ones, building a shared platform for growth. FBN HOLDINGS PLC | ANNUAL REPORT AND ACCOUNTS 2014 4 SHAREHOLDER GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS INFORMATION REMAIN FOCUSED We are focusing on driving enhanced profitability through revenue generation and increasing efficiencies. Our detailed focus on our non-banking subsidiaries connects our customers to a diverse range of financial solutions, enables more specialisation and increased customer satisfaction. FBN HOLDINGS PLC | ANNUAL REPORT AND ACCOUNTS 2014 5 SHAREHOLDER GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS INFORMATION GROUP OVERVIEW FBN Holdings Plc is a leading diversified financial services group in Middle Africa, with a presence in eight African countries and offices in London, Paris, Beijing and Abu Dhabi. At 2014 year end, the Group had N4.3 trillion in total assets and N522.9 billion in total equity. We maintain leading positions in most of the financial service markets in which we operate. Our core values: Passion, People, Partnerships 13 GROUP CHAIRMAN’S STATEMENT 17 FINANCIAL HIGHLIGHTS GROUP CHIEF EXECUTIVE 19 OFFICER’S REVIEW FBN HOLDINGS PLC | ANNUAL REPORT AND ACCOUNTS 2014 6 SHAREHOLDER GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS INFORMATION CORPORATE PROFILE FBN Holdings Plc is the non-operating holding company of the FBN Group. A truly diversified financial services group, our businesses offer a broad range of products and services, including commercial banking, investment banking and asset management, insurance and other financial services, to millions of customers, with the bulk of the business in Nigeria. FBNHoldings oversees four business groups which collaborate to deliver innovative financial solutions. y The Holding Company’s principal bank subsidiary is First Bank of Nigeria FBNHoldings is a diversified financial services group with the following: Ltd (FirstBank), a commercial bank with operations in 12 countries. y a full range of investment and commercial banking, asset management y FBN Capital, a leading investment banking and asset management and insurance provision; company. y no. 1 Bank in Nigeria by total assets and total deposits; y The Insurance business group comprises FBN Insurance, with capacity to underwrite both life and general insurance business, as well as FBN y a leading life and general insurance underwriter; Insurance Brokers. y a rich history on the Nigerian stock exchange from 1971 and specifically as y Other Financial Services business group primarily includes FBN Microfinance FBNHoldings since November 2012; Bank, which offers microfinance services, and Kakawa Discount House Ltd. y 10,464 employees across the Group; The bank and the non-bank subsidiaries of the holding company operate y 9.7 million active customer accounts; in Nigeria, as well as through overseas branches, subsidiaries and y 892 business locations and 2,597 ATMs; and representatives’ offices. y our core values: Passion, Partnership, People. The strategic vision for the Group in 2015–16 is ‘to become the leading financial services group in Middle Africa, providing value to our stakeholders’. Our goal is to be the undisputed leader in every N4.3tn business we choose to participate in, delivering 9.7mn total assets superior returns to our shareholders. active customer accounts N480.6bn 2,597 892 10,464 gross earnings ATMs business locations employees FBN HOLDINGS PLC | ANNUAL