Diamond Bank Plc and Subsidiary Companies Annual Report 31 December 2017
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Diamond Bank Plc and Subsidiary Companies Annual Report 31 December 2017 Diamond Bank Plc and Subsidiary Companies Annual report 31 December 2017 Table of contents Page Directors, officers and professional advisors 1 Directors' report 2 Corporate governance report 9 Statement of directors' responsibilities 22 Report of the statutory audit committee 23 Independent auditor’s report 24 Consolidated and separate financial statements: Consolidated and separate statement of financial position 28 Consolidated and separate statement of comprehensive income 29 Consolidated and separate statement of changes in equity 31 Consolidated and separate statement of cash flows 33 Notes to the consolidated and separate financial statements: Reporting entity 35 Summary of significant accounting policies 35 Financial risk management 53 Critical accounting judgments in applying the Group’s accounting policies 106 Operating segments 108 Classification of financial assets and financial liabilities 114 118 Notes to the consolidated statement of comprehensive income and the consolidated statement of financial position Contingent liabilities and commitments 147 Related party transactions 147 Discontinued operations 149 Other national disclosures Value added statement 156 Five year financial summary 157 Diamond Bank Plc and Subsidiary Companies Annual report 31 December 2017 Directors, officers and professional advisors Directors Prof. Chris Ike Ogbechie Chairman Mr. Uzoma Dozie Group Managing Director/Chief Executive Officer Mrs. Caroline Anyanwu Deputy Managing Director Chief John D. Edozien 1 Non-executive Director Mr. Ian Greenstreet 2 Independent Director Mr. Kabir Alkali Mohammed Non-executive Director Ms. Genevieve Sangudi 3 Non-executive Director Mr. Damian Dolland Non-executive Director Mr. Rotimi O. Oyekanmi Independent Director Mrs. Chizoma Okoli Executive Director Mr. Chiugo Ndubisi Executive Director Mrs Aisha Muhammed Oyebode 4 Non-executive Director Mrs Juliet Anammah 5 Non-executive Director Mr. Dele Babade 7 Non-executive Director Mrs Aisha Ndanusa Ahmad 8 Executive Director Mr Christopher Ubosi 6 Non-executive Director 1 Chief John Edozien retired with effect from April 30, 2017 2 Mr Ian Greenstreet retired with effect from August 1, 2017 3 Mrs Genevieve Sangudi resigned with effect from March 24, 2017 4 Mrs Aisha M. Oyebode was appointed with effect from July 17, 2017 5 Mrs Juliet Anammah was appointed with effect from July 17, 2017 6 Mr Christopher Ubosi was appointed with effect from November 3, 2017 7 Mr Dele Babade was appointed with effect from April 20, 2017 8 Mrs Aisha Ndanusa Ahmad was appointed with effect from July 24 ,2017 Company Secretary Uzoma Uja Company Secretary/Legal Adviser Corporate Head Office Diamond Bank Plc PGD's Place, Plot 4, Block V, BIS Way Oniru Estate, Victoria Island, Lagos. Telephone: +234 1 2701500 +234 1 2620740-9 Email: [email protected] Website: www.diamondbank.com Independent Auditor KPMG Professional Services KPMG Tower, Bishop Aboyade Cole Street, Victoria Island, Lagos Telephone: +234 271 8955 Website: www.ng.kpmg.com Registrars Centurion Registrars Limited 33c Cameron Road Ikoyi Lagos. Telephone: +234 704 535 5922 1 Diamond Bank Plc and Subsidiary Companies Annual report 31 December 2017 Directors’ Report For the year ended 31 December 2017 The Directors present their report on the affairs of Diamond Bank PLC ("the Bank") and its subsidiaries ("the Group"), together with the financial statements and auditors' report for the year ended 31 December 2017. a Legal form Diamond Bank was incorporated on December 20, 1990, and opened for business in March, 1991 as a Private Limited Liability Company. In February 2001, the Bank became a universal bank. In January 2005, following a successful Private Placement and an Initial Public Offer (IPO), the Bank became a Public Limited Company and was subsequently listed on the Nigerian Stock Exchange in May 2005. In October 2005, the Bank acquired former Lion Bank of Nigeria Plc. The Bank was also listed on the Professional Securities Market of the London Stock Exchange in 2007, following a successful US$500 million GDR offering. In 2013, following the Central Bank of Nigeria’s regulation repealing the universal banking model, Diamond Bank converted its license to an international commercial banking license. b Principal activity and business review The principal activity of the Group continues to be the provision of banking and other financial services to corporate and individual customers. Such services include granting of loans and advances, corporate finance and money market activities. The Bank currently has one operating subsidiary: Diamond Pension Fund Custodian Limited in which it has 100% ownership, and a special purpose vehicle, Diamond Finance BV. The Bank’s consolidated financial statements include the results of the operating subsidiary. Diamond Finance B.V. was incorporated on 26 February 2014 as a Structured Entity in the Netherlands for the purpose of providing subordinated foreign currency loans to Diamond Bank Plc by issuing Loan Participatory Notes to interested investors. During the year, the Bank divested its 97.07% stake in Diamond Bank S.A. The divestment is part of the Bank’s plan to align its business operations to its long-term goal of strategically focusing on the significant opportunities in the Nigerian market (see note 47 for details) Diamond Bank’s strategic objective is to be the fastest growing and most profitable technology driven retail banking franchise in Nigeria. This strategic intent requires the Bank to optimize the use of its resources which means, where necessary, divesting from its non-core assets, and focusing on the priority area, namely Nigerian retail banking. Further to this, the Directors committed to a plan to dispose of the Group's investment in Diamond Bank UK. Accordingly, the subsidiary has been presented as a disposal group held for sale. Efforts to sell the Group has been on-going and a sale is expected by year 2018. c Operating results Gross earnings of the Group from continuing operations increased from ₦184.1 billion to ₦189.6 billion and profit before income tax from continuing operations decreased from ₦3.4 billion in 2016 to a loss of ₦11.5billion during the year ended 31 December 2017. Highlights of the Group’s operating results for the period under review are as follows: Restated For the year ended 31 December Group Group Bank Bank In thousands of naira 2017 2016 2017 2016 Gross earnings 189,622,137 184,056,357 203,348,983 187,279,015 (Loss)/profit before income tax (11,546,952) 3,368,578 2,190,907 3,290,487 Minimum tax (1,310,230) (1,287,864) (1,299,774) (1,287,864) Income tax expense (39,345) (80,436) (21,692) (32,579) (Loss)/profit for the year from continuing operations (12,896,527) 2,000,278 869,441 1,970,044 Profit from discontinued operations net of tax 3,885,313 1,498,687 - - (Loss)/profit for the year (9,011,214) 3,498,965 869,441 1,970,044 Non-controlling interest (73,759) (27,826) - - (Loss)/profit attributable to group shareholders (9,084,973) 3,471,139 869,441 1,970,044 Earnings per share from continuing operations Basic (loss)/ earnings per share (kobo) (56) 9 4 9 Diluted (loss) earnings per share (kobo) (56) 9 4 9 Earnings per share from total operations Basic (loss)/ earnings per share (kobo) (39) 15 4 9 Diluted (loss) earnings per share (kobo) (39) 15 4 9 Total equity 223,312,957 226,707,963 213,563,961 211,336,909 2 Diamond Bank Plc and Subsidiary Companies Annual report 31 December 2017 d Directors and their interests The direct and indirect interests of directors in the issued share capital of the Bank as recorded in the register of directors' shareholding and/or as notified by the directors for the purposes of sections 275 and 276 of the Companies and Allied Matters Act and the listing requirements of the Nigerian Stock Exchange is noted below: Direct Shareholding Indirect Shareholding Number of 50k Number of 50k ordinary shares ordinary shares Number of 50k Number of 50k held held ordinary shares held ordinary shares held Dec-17 Dec-16 Dec-17 Dec-16 Prof. Chris Ogbechie (Chairman) 16,047,124 16,047,124 - - Mr. Uzoma Dozie (Managing Director) 26,489,005 26,489,005 848,872,310* 848,872,310* Mrs. Caroline Anyanwu (Deputy Managing Director/CRO) 6,330,000 4,080,000 - - Mrs. Chizoma Okoli (Executive) 2,347,234 2,297,124 - - Mr. Chiugo Ndubisi(Executive) 1,509,210 1,509,210 - - Mrs Aisha Ndanusa Ahmad 8 (Executive) -- -- Chief John D. Edozien 1 16,783,520 16,783,520 227,700*** 227,700*** Mr. lan Greenstreet 2 - - - - Mr. Kabir Alkali Mohammed 8,784,519 6,841,519 227,700*** 227,700*** Ms. Genevieve Sangudi 3 --- - Mr. Dele Babade 7 --4,110,118,107**** 4,110,118,107**** Mr. Damian Dolland - - 2,141,349,189** 2,141,349,189** Mr. Rotimi Olayiwola Oyekanmi - - - - Mrs. Aisha Muhammed Oyebode 4 -- -- Mrs. Juliet Anammah 5 -- -- Mr. Christopher Ubosi 6 184,200 184,200 - - 1 Chief John Edozien retired with effect from April 30, 2017 2 Mr Ian Greenstreet retired with effect from August 1, 2017 3 Mrs Genevieve Sangudi resigned with effect from March 24, 2017 4 Mrs Aisha M. Oyebode was appointed with effect from July 17, 2017 5 Mrs Juliet Anammah was appointed with effect from July 17, 2017 6 Mr Christopher Ubosi was appointed with effect from November 3, 2017 7 Mr Dele Babade was appointed with effect from April 20, 2017 8 Mrs Aisha Ndanusa Ahmad was appointed with effect from July 24 ,2017 * Represents Kunoch Limited ** Represents Kunoch DB Limited *** GDR Holding **** CSSAF DBN Holding In accordance with the provisions of the Articles of Association of the Company, Mr. Kabir Alkali Mohammed, Mr. Damian Dolland, Mr. Rotimi Oyekanmi and Mr. Dele Babade, retire by rotation and being eligible, offer themselves for re-election.