1 2015 Annual Reports and Accounts Contents pg.9 pg.36 1 13 About SA Director’s Report Introduction 2 Directors’ Report 16 - 20 Corporate Profile 3 - 5 Report of Audit Committee 21 Notice of Annual General Meeting 6 - 7 Corporate Governance Report 22 - 31 Result at a Glance 8 Management Discussion and Analysis 32 - 35 CEO’s Report 36 - 38 Management Team 39 - 43 Report of The Independent Auditor 44 - 45 Summary of Significant Accounting Policies 46 -70 7 Corporate 73 Information Financial Summary Chairman’s Statement 9 - 11 Statement of Financial Position 7 1 Board Of Directors 12 - 14 Statement of Profit or Loss Approval & Statement and Other Comprehensive income 72 of Responsibilities 15 Consolidated and Separate Statement of Changes in Equity 73 Statement of Changes in Equity 74 Statement of Cash Flows 75 Other notes to the financial statements 76 - 131 Risk Management Report 99 - 129 Appendices to the financial statements 132 - 135 Determination of Solvency Margin 136 Branch Network 137 Unclaimed Dividends Position 138 - 157 Consolidation of Account 158 Proxy Form 160 E-Dividend Activation Form 162 2015 Annual Reports and Accounts 12 Introduction Standard Alliance Insurance Plc financial statements complies with the applicable legal requirements of the Companies and Allied Matters Act CAP C20 LFN 2004, regarding financial statements and comprise Consolidated and Separate Financial Statements for the year ended 31 December 2015. The consolidated financial statements of the Company and its subsidiaries have been prepared in compliance with International Accounting Standard 1, 'Presentation of financial statements' issued by the International Accounting Standards Board. Standard Alliance Insurance Plc and its Subsidiary Company 3 2015 Annual Reports and Accounts 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 Public To Employees A prime company that provides full A place of pride to work; a pleasant and protection against the unexpected at an conducive work environment that in affordable cost and in an efficient addition rewards merit and engenders manner. ownership approach to duty. To Shareholders To The State A prime and profitable investment; a A responsible corporate citizen pride to own, and 2015 Annual Reports and Accounts 14 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 N4.6bn and an asset base which is currently N11.7bn. The company's gross premium written as at the end of 2015 is N5.2bn. 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. Our Values Our corporate organizational values derive from the letters of the word ‘STAR’ SERVICE ACCOUNTABILITY TRUSTRESILIENCE Standard Alliance Insurance Plc and its Subsidiary Company 5 2015 Annual Reports and Accounts Corporate information Country of Incorporation and domicile Nigeria Company registration number RC: 40590 Nature of business and principal activities The principal activity of the Company and its subsidiary is general and special risk insurance and life assurance and annuity business Directors Johnson Chukwu Chairman (Appointed March 31, 2016) Brig. Gen. Dominic Oneya (Rtd.) Chairman (Resigned March 30, 2016) Bode Akinboye Chief Executive Officer Orerhime Emerhor-Iwuagwu Executive Director Omolola Oshiafi Director Adetayo Akintunde Director Etigwe Uwa, SAN Director Austin Enajemo-Isire Director Company Secretary Uruemu-Esiri Oghen FRC/2016/NBA/00000014122 Registered office Plot 1 Block 94, Providence Street Lekki Scheme 1, Lekki, Lagos. Registrars First Registrars & Investor Services Plot 2 Abebe Village Road, Iganmu, Lagos. Bankers Access Bank Plc Ecobank Plc Fidelity Bank Plc First City Monument Bank Plc First Bank of Nigeria Limited Guaranty Trust Bank Plc Heritage Bank Limited Keystone Bank Limited Skye Bank Plc Sterling Bank Plc Union Bank Plc United Bank for Africa Plc Unity Bank Plc Wema Bank Plc Zenith Bank Plc Reinsurers JLT Group Plc, London African Reinsurance Corporation, Nigeria Continental Reinsurance Plc, Nigeria Nigeria Reinsurance Plc, Nigeria WAICA Reinsurance Pool, Nigeria RKH Specialty Reinsurance Broker Feybil Insurance Brokers Auditors BDO Professional Services (Chartered Accountants) ADOL House Plot 15, Central Business District, Alausa, Ikeja, Lagos. Actuaries HR Nigeria Limited FRC/NAS/0000000738 2015 Annual Reports and Accounts 16 Notice of The Twentieth Annual General Meeting NOTICE IS HEREBY GIVEN that the 20th Annual General meeting of STANDARD ALLIANCE INSURANCE PLC will hold at the Event Hall, Plot 1, Block 94, Providence Street, Lekki Phase 1, Lekki, Lagos State on ……………...................., 2016 at 10am prompt to transact the following business: ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the year ended 31st December, 2015 together with the Report of Directors, Auditors and Audit Committee thereon. 2. To re-elect the following Directors: Ÿ Mr. Austin Enajemo-Isire as a Non-Executive Director. Ÿ Mrs. Omolola Oshiafi as a Non-Executive Director. 3. To re-appoint BDO Professional Services as the Auditors of the Company. 4. To authorize the Directors to fix the remuneration of the Auditors. 5. To elect/re-elect members of the Audit Committee. SPECIAL BUSINESS: To consider and if thought fit, pass the following resolutions as Ordinary Resolutions: 1. To fix the remuneration of the Directors. 2. That subject to the post listing rules(Rules Governing Transactions with Related Parties or Interested Persons) of the Nigerian Stock Exchange, a General Mandate be and is hereby given for the Company to enter into recurrent related party or interested party transactions provided such transactions are of a revenue or trading nature or are necessary for the Company's day to day operations; and that the Directors be and are hereby authorized to complete and do all such acts and things (including executing all such documents as may be required) to give effect to the transactions as authorized by this Ordinary Resolution. 3. That in compliance with Article 5.07 (iv) of the National Insurance Commission Code of Good Corporate Governance for the Insurance Industry in Nigeria, the Directors are hereby authorized to appoint an External Consultant to conduct the Annual Board Performance Appraisal for the financial year ending December 31, 2016. Dated this …...... day of .......…………………., 2016 BY ORDER OF THE BOARD URUEMU-ESIRI OGHEN COMPANY SECRETARY FRC/2016/NBA/00000014122 Uruemu-Esiri Oghen Company Secretary Standard Alliance Insurance Plc and its Subsidiary Company 7 2015 Annual Reports and Accounts NOTES PROXIES A member of the company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the company. A detachable blank proxy form is attached to the Annual Report. If it is to be valid for the purpose of the meeting, it must be duly completed and stamped at the Stamp Duties Office and deposited with the Registrars, FirstRegistrars & Investor Services Ltd. at Plot 2, Abebe Village Road, Iganmu, Lagos State not later than 48 hours before the time fixed for the meeting. CLOSURE OF REGISTER OF MEMBERS AND TRANSFER BOOKS The Register of Members and Transfer Books of the Company will be closed from...................….................., 2016 to …..............................….., 2016 (both dates inclusive) for the purpose of updating the Register. UNCLAIMED SHARE CERTIFICATES AND DIVIDEND 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 Registrars. NOMINATION TO 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 member may nominate a 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 states 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 provides 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. SHAREHOLDERS’ RIGHT TO ASK QUESTIONS Shareholders of the Company’s Securities reserve the right to ask questions not only at the meeting but also in writing on any matter, subject or issue contained in the Annual Report and Accounts. Such questions must be submitted to the Company on or before ….