First City Monument Bank Limited Annual Report 31 December 2018 FIRST CITY MONUMENT BANK LIMITED ANNUAL REPORT - 31 DECEMBER 2018
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First City Monument Bank Limited Annual Report 31 December 2018 FIRST CITY MONUMENT BANK LIMITED ANNUAL REPORT - 31 DECEMBER 2018 Contents Page Board evaluation report 1 Corporate governance 2 - 5 Board of Directors, officers and professional advisors 6 Directors' report 7 - 10 Statement of Directors' responsibilities 11 Board Audit And Risk Management Committee Report 12 Independent Auditor's report 13 -18 Financial statements: Consolidated and separate statements of profit or loss and other comprehensive income 19 Consolidated and separate statements of financial position 20 Consolidated and separate statements of changes in equity 21 - 22 Consolidated and separate statements of cashflows 23 Notes to the consolidated and separate financial statements 24 - 141 Other financial Information: Value added Statement 143 Five year financial summary 144 - 145 First City Monument Bank Limited and Subsidiary Companies Annual Report 31 December 2018 CORPORATE GOVERNANCE FOR THE YEAR ENDED 31 DECEMBER 2018 Commitment to Corporate Governance First City Monument Bank Limited (the Bank) remains committed to institutionalizing corporate governance principles as part of the FCMB Group corporate structure. It continues to ensure adherence to the implementation of corporate governance rules of the Central Bank of Nigeria and other Regulatory Agencies. As in the past, the Board continues to operate in line with its responsibilities as contained in Regulatory Codes of Corporate Governance, the Bank’s Articles of Association and the Companies and Allied Matters Act. Its oversight of the operations and activities of the Bank are carried out transparently without undue influence. Essentially, fair value Corporate Governance depends on the quality and integrity of our Directors. Consequently, the Bank has undertaken to create the institutional framework conducive for defending the integrity of our Directors and is convinced that on account of this, the Board of the Bank is functioning in a highly effective manner. It is intended that we continue to challenge ourselves to improve in areas where need for improvement is identified. Board Composition and Independence As at 31 December 2018, the Board comprised ten (10) Directors made up of six (6) Non - Executive Directors (NED) and four (4) Executive Directors (ED). The Bank’s Board is led by a Non-Executive Chairman and is composed of individuals with enviable records of achievement in their respective fields. These individuals bring on board high levels of competencies and experience. The Board meets regularly to set broad policies for the Bank’s business and operations and ensures that an objective and professional relationship is maintained with the Bank’s auditors in order to promote transparency in financial and non-financial reporting. Directors’ emoluments, as well as their shareholding information are disclosed in the Bank’s Annual Report and Accounts. The Guiding Principles of the Bank’s Code of Corporate Governance remain as follows: • All power belongs to the Shareholders. • Delegation of authority by the owners to the Board and subsequently to Board Committees and Executives is clearly defined and agreed. • Institutionalized individual accountability and responsibility through empowerment and relevant authority. • Clear terms of reference and accountability for Committees at Board and Executive levels. • Effective communication and information sharing outside of meetings. • Actions are taken on a fully informed basis, in good faith with due diligence and care and in the best interest of the Bank and Shareholders. • Enhancing compliance with applicable laws and regulations and the interest of the stakeholders. Where there is any conflict in the Bank’s rules, the local laws and legislation supersede. • Conformity with overall Bank strategy and direction. • Transparency and full disclosure of accurate, adequate and timely information regarding the personal interest of Directors in any area of potential conflict regarding the Bank’s business. Role of the Board • Reviewing alignment of goals, major plans of action, annual budgets and business plans with overall strategy; setting performance objectives; monitoring implementation and corporate performance and overseeing major capital expenditure in line with approved budget. • Ensuring the integrity of the Bank’s accounting and financial reporting systems (including the independent audit) and that appropriate systems are in place for monitoring risk, financial control and compliance with the law. • Selecting, compensating, monitoring and when necessary, replacing key executives and overseeing succession planning. • Interfacing with the Management of the Bank to ensure harmony in implementing FCMB Group strategy. • Performing all statutory roles as required by law. • Through the establishment of Board Committees, making recommendations and taking decisions on behalf of the Board on issues of expenditure that may arise outside the normal meeting schedule of the Board. • Ratifying duly approved recommendations and decisions of the Board Committees. Board Committees During the year ended 31 December 2018, the Board delegated some of its responsibilities to the following Committees: i. Credit Committee Its functions include; • the review and approval of the credit policy manual • to consider and approve detailed analysis for credit including contingents, of amounts in excess of the limit of the Management Credit Committee • review and set credit policy direction where necessary; consider and approve write-offs presented by management 2 First City Monument Bank Limited and Subsidiary Companies Annual Report 31 December 2018 CORPORATE GOVERNANCE FOR THE YEAR ENDED 31 DECEMBER 2018 • be actively involved in credit risk control processes • approve all material aspects of rating and estimation processes, establish a strong internal credit culture • be involved in capital planning, use reports on the Bank’s credit risk profile and capital needs to evaluate the level and trend of material credit risks and their effects on capital level • evaluate the sensitivity and reasonableness of key assumptions used in capital planning Committee Composition: Dr. John Udofa (Chairman up till July 2018), Mr. Olusegun Odubogun (from July 2018), Mr. Bismarck Rewane, Mrs. Mfon Usoro, Mrs. Yemisi Edun, Mr. Adam Nuru and Mrs. Bukola Smith. ii. Finance & General Purpose Committee Its functions include; • the review of global budgets, • review strategy to ensure that desired cost-income ratio is maintained; • consider major capital projects being proposed by management, • consider / review extra-ordinary business initiatives of management on behalf of the Board • review and approve extra-budgetary spending of the Bank above specified limits. Committee Composition: Mr. Olutola Mobolurin (Chairman), Mrs. 'Tokunboh Ishmael, Mr. Adam Nuru, Mrs. Yemisi Edun and Mr. Olu Akanmu. iii. Human Capital and Remuneration Committee Its overall objective is to assist the Board in fulfilling its oversight responsibilities by providing appropriate advice and recommendations on matters relevant to the Committee’s Charter in order to facilitate decision making. The Committee shall: • establish a formal and transparent procedure for the selection and appointment of new Directors to the Board • determine the required role and capabilities for particular appointments • identify suitable candidates to fill Board vacancies as and when they arise and nominating candidates for the approval of the Board • establish the process for the orientation and education of new Directors and develop policies to facilitate continuous education and development of Directors • assess periodically the skills required for each Director to discharge competently the Director’s duties • give full consideration to appropriate Board and senior management succession planning • review disclosures and the process used for appointments • review remuneration for the Directors and senior management of the Bank • approve special welfare schemes and proposals • review and ratify promotions for top management staff • consider disciplinary matters involving top management staff including Directors; Committee Composition: Mr. Olusegun Odubogun (Chairman), Dr. John Udofa (up till July 2018), Mrs. Mfon Usoro, Mrs. 'Tokunboh Ishmael, Mr. Olutola Mobolurin while Mr. Adam Nuru, Mrs. Yemisi Edun and Mrs. Bukola Smith are required to be in attendance only. iv. Audit & Risk Management Committee Its functions include; • the setting of Bank-wide Enterprise Risk Management vision, goals and objectives in compliance with world class standards. • approval of Bank’s Risk Management framework for the various risk areas (credit, operational, strategic, reputational, compliance, market and liquidity risk management). • approval and periodic review of the Bank’s risk appetite and portfolio strategy. • to ensure that appropriate risk management policies, processes and methodologies are in place for managing the various risks to which the Bank may be exposed. • to establish a management structure that is capable of implementing the Bank’s risk management framework and ensure that qualified and competent person(s) at senior levels are employed to manage the various risk areas in the Bank. • responsibility for endorsing the approval of new products/markets subject to the ratification of the Board. • to ensure that the Bank holds sufficient capital against the various risks and is in compliance with established capital adequacy goals and regulations. •