2014 Annual Reports and Accounts 1 Corporate Profile
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CONTENTS About SA Corporate Profile 1 - 3 Notice of Annual General Meeting 4 - 5 Result at a Glance 6 Corporate Information Chairman’s Statement 7 - 8 Board Of Directors 9 - 11 Approval & Statement of Responsibilities 12 Director’s Report Directors’ Report 13 - 17 Corporate Governance Report 18 - 26 Management Discussion and Analysis 27 - 30 Ceo’s Report 31 - 32 Management Team 33 - 37 Report of The Independent Auditor 38 - 40 Report of The Audit Committee 41 - 42 Summary of Significant Accounting Policies 43 -72 Financial Summary Statement of Financial Position 73 Statement of Profit or Loss and Other Comprehensive income 74 Statement of Changes in Equity 75 Statement of Cash Flows 76 Other notes to the financial statements 77 - 99 Risk Management Report 99 - 125 Appendices to the financial statements 126 Branch Network 130 Unclaimed Dividends Position 131 - 148 Consolidation of Account 151 Proxy Form 153 E-Dividend Activation Form 155 About S.A OUR VISION To be the leading provider of insurance, risk management and investment services in Africa. OUR MISSION To become the best within the shortest time possible, through hard work and innovation and the employment of superior men and machine resources: TO THE INSURING TO EMPLOYEES TO TO THE STATE PUBLIC A place of pride to SHAREHOLDERS A responsible A prime company work; a pleasant and A prime and profitable corporate citizen that provides full conducive work investment; a pride to protection against environment that in own, and the unexpected at an addition rewards affordable cost and in merit and engenders an efficient manner. ownership approach to duty. 2014 ANNUAL REPORTS AND ACCOUNTS 1 CORPORATE PROFILE Standard Alliance Insurance Plc (SA Insurance Plc) is a high profile, technology-driven and customer-oriented company ranking among the best and most respected insurance companies in Nigeria, both in terms of product and service delivery. SA Insurance Plc, a frontline underwriting company licensed by the National Insurance Commission, NAICOM, to transact general and special risk insurance businesses, emerged from the now defunct Jubilee Insurance Limited which was acquired in August 1996 by keen Nigerian turn- around investors. The company commenced full operations as Standard Alliance Insurance Limited in 1996 it went public and became quoted on the Nigerian Stock Exchange in 2003. SA Insurance Plc which was recapitalized in 2008 when it issued additional shares to the public has an authorised share capital of N7bn, a shareholders' funds of N4.3bn and an asset base which is currently N8.6bn. The company's gross production written as at the end of 2014 is N4.3bn. Gemrock Management Co. ltd. In December 2014, acquired a strategic interest in Standard Alliance with a new Board and Management put in place to implement a transformation programme that will see the company emerge as a dominant player in the insurance sector within the next five years. OUR VALUES Our corporate organizational values derive from the letters of the word STAR S T A R SERVICE TRUST ACCOUNTABILITY RESILIENCE 2 2014 ANNUAL REPORTS AND ACCOUNTS About S.A Country of Reinsurers JLT Group Plc, London Incorporation Nigeria African Reinsurance Corporation, Nigeria and domicile Continental Reinsurance Plc, Nigeria Nigeria Reinsurance Plc, Nigeria Company WAICA Reinsurance Pool, Nigeria registration RC: 40590 number Reinsurance Glanvill Enthoven Nature of The principal activity of the Broker Reinsurance Brokers Limited business and Company is general and special principal activities risk insurance business Auditors BDO Professional Services (Chartered Accountants) Directors Brig. Gen. Dominic Oneya (Rtd.) ADOL House Bode Akinboye (CEO) Plot 15, Central Business District Omolola Oshiafi Alausa, Ikeja Orerhime Emerhor-Iwuagwu Lagos. Adetayo Akintunde Etigwe Uwa, SAN Actuaries Johnson Chukwu HR Nigeria Limited Austin Enajemo-Isire FRC/NAS/0000000738 Company Nwadiuto Onuoha Secretary FRC/2014/NBA/00000007426 Registered office Plot 1 Block 94, Providence Street Lekki Scheme 1, LekkiLagos Registrars First Registrars Plot 2 Abebe Village Road, Iganmu, Lagos Bankers Access Bank Plc Ecobank Plc Enterprise Bank Limited FCMB Plc Fidelity Bank Plc First Bank of Nigeria Limited Guaranty Trust Bank Plc Mainstreet Bank Limited Lagoon Homes Savings&Loans Limited Skye Bank Plc Sterling Bank Plc Union Bank Plc United Bank for Africa Plc 2014 ANNUAL REPORTS AND ACCOUNTS 3 NOTICE OF THE NINETEENTH ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Nineteenth Annual General meeting of STANDARD ALLIANCE INSURANCE PLC will be held at the Event Hall, Plot 1, Block 94, Providence Street, Lekki Phase 1, Lekki, Lagos State on 30th September, 2015 at 1:00pm prompt to transact the following business. Ordinary Business a) To receive and adopt the Audited Financial Statements together with Auditor's Report and Audit Committee's Report therein for the year ended 31st December, 2014. b) To re-elect retiring Directors. c) To ratify the appointment of new Directors and Group Managing Director/CEO d) To approve the remuneration of the Directors. e) To ratify the appointment of BDO Professional Services as External Auditors. f) To authorize the Directors to fix the remuneration of the Auditors. g) To re-elect/elect members of the Audit Committee. Special Business: To consider and if thought fit, pass the following resolutions being proposed as Special Resolutions: 1. To approve the sale of the Treasury Shares amounting to 2, 212, 046, 824 ordinary shares of 50 kobo each at 25 kobo per share by way of Special Placement to identified Strategic Investor, Gemrock Management Company Limited. Dated this 4th day of September, 2015 BY ORDER OF THE BOARD NWADIUTO ONUOHA COMPANY SECRETARY FRC/2014/NBA/00000007426 STANDARD ALLIANCE INSURANCE PLC PLOT 1, BLOCK 94, PROVIDENCE STREET, LEKKI PHASE 1, LEKKI, LAGOS. Nwadiuto Onuoha Company Secretary 4 2014 ANNUAL REPORTS AND ACCOUNTS About S.A NOTES 1. Proxies A member of the company entitled to attend and vote is entitled to appoint a proxy on his or her behalf. A proxy need not be a member of the company. A detachable blank proxy form is attached to the Annual Reports and Accounts and if it is to be valid for the purpose of the meeting, it must be duly completed and deposited with the Registrars, FIRST REGISTRARS OF NIGERIA LIMITED at Plot 2, Abebe Village Road, Iganmu, Lagos State not less than 48 hours before the time of the meeting. 2. Closure of Register of Members and Transfer Books The Register of Members and Transfer Books of the Company will be closed from Monday 14th September, 2015 to Friday 18th September, 2015 (both dates inclusive) for the purpose of preparing an up-to-date Register. 3. Unclaimed Share Certificates and Share Warrants All Shareholders are hereby informed that the Registrars of the Company are holding share certificates and dividend warrants which have been returned by the Post Office as “unclaimed”. Some dividend warrants sent to Shareholders' registered addresses or their bankers too are yet to be presented for payment or returned to the Registrars of the Company for revalidation. The affected shareholders should please get in touch with the First Registrars. 4. Nomination for Audit Committee In accordance with Section 359 (5) of the Companies and Allied Matters Act CAP C20, Laws of the Federation of Nigeria, 2004, any shareholder may nominate another Shareholder for appointment to the Audit Committee. Such nomination should be in writing and must reach the Company Secretary not less than 21days before the Annual General Meeting. The National Insurance Commission's code of Corporate Governance has indicated that some of the members of the Audit Committee should have requisite knowledge of accounting, financial analysis and financial reporting. Also the Securities and Exchange Commission's code of Corporate Governance has indicated that members of the Audit Committee should have basic financial literacy and should be able to read financial statements. We would therefore request that nominations be accompanied by a copy of the nominee's curriculum vitae. 5. Election of Directors In accordance with Articles 83(2) and (3) of the Articles of Association of the Company, one-third of the non-Executive Directors or if their number is not three or a multiple of three, then the number nearest one-third shall retire from office each year and being eligible, offer themselves for re-election. 2014 ANNUAL REPORTS AND ACCOUNTS 5 RESULTS AT A GLANCE 2014 2013 % Statement of Comprehensive income: N'000 N'000 Gross premium written 4,333,254 3,792,076 14 Net premium income 3,863,664 3,095,919 25 Claims expenses 1,477,173 1,166,515 27 Underwriting results 1,430,687 1,005,363 42 Investment income 239,631 335,212 (29) Management expenses 1,795,804 1,497,228 20 Loss before tax (1,982,613) (789,736) 151 Statement of Financial Position: Cash and cash equivalents 701,236 230,396 204 Investment in Associates 433,507 1,081,612 (60) Investment property 1,415,000 1,435,000 (1) Insurance contract liabilities 2,402,454 2,000,759 20 Paid up share capital 5,996,587 5,996,587 - Shareholders' funds 3,417,482 4,777,750 (28) Total Assets 7,721,387 8,788,881 (12) Per share data Basic loss per share (kobo) (17.35) (7.35) 136 Proposed dividend - - - Net assets per share (Adjusted) - (0.07) (100) Share price (kobo) 0.50 0.50 - General Number of Shareholders 71,053 71,073 (0) Number of Employees 118 168 (30) Number of Branches 14 14 - 196 2014 ANNUAL REPORTS AND ACCOUNTS CHAIRMANS STATEMENT Fellow shareholders, distinguished guests, ladies and gentlemen. It is my pleasure to welcome you to the 19th Annual General Meeting of our great company, Standard Alliance Insurance Plc. GLOBAL ECONOMY The year 2014 witnessed a sustained but fragile recovery in the global economy.