Annual Report and Accounts December 2009 First City Monument Bank Plc Annual Report and Accounts December 2009
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Annual Report and Accounts December 2009 First City Monument Bank Plc Annual Report and Accounts December 2009 Our vision: To be the Premier Financial Services Group of African Origin. First City Monument Bank Plc Primrose Tower, 17A Tinubu Street, P.O. Box 9117, Lagos State, Nigeria Tel: 01-2665944, Fax: 01-2665126 www.firstcitygroup.com Designed by Flag, UK. Contact: First City Monument Bank Plc Primrose Tower, 17A Tinubu Street, P.O. Box 9117, Lagos State, Nigeria First City Monument Bank Plc (FCMB) is a universal banking institution headquartered in Lagos, Nigeria. FCMB is the flagship company of First City Group, and maintains a presence in the United Kingdom and the Republic of South Africa to support its growing customer base. Our vision: To be the Premier Financial Services Group of African Origin. Our mission: We are passionate about building a world-class financial services group that is focused on adding value to businesses and lives, and committed to a culture of excellence. Our core values: Professionalism Ambition Creativity Excellence CONTENTS FCMB ANNUAL REPORT 2009 1 INTRODUCTION 2 corporate PROFILE INTRODUCTION 4 NOTICE OF ANNUAL GENERAL MEETING My Bank and i… 6 FROM THE ARCHIVES OF THE FOUNDER 8 Statement FROM THE CHAIRMAN 12 REVIEW BY THE CHIEF EXECUTIVE OFFICER OPERATING REVIEW Auditors: 16 Corporate SOCIAL RESPONSIBILITY ACTIVITY REPORT OPERATING REVIEW PricewaterhouseCoopers 21 BOARD evaluation report (Chartered Accountants) 22 Corporate GOVERNANCE Correspondent Banks: 28 BOARD OF DIRECTORS ANZ Banking Group Limited Bank of Beirut (UK) Ltd BNP Paribas Citibank New York FBN (UK) Ltd Fortis Bank, SA/NV London FINANCIAL STATEMENTS HSBC Plc 32 DIRECTORS’ REPORT Standard Bank Plc South Africa 37 STATEMENT OF DIRECTORS’ RESPONSIBILITIES Standard Chartered Bank Plc, UK 38 Report OF THE AUDIT COMMITTEE UBN (UK) Ltd 39 Report OF THE INDEPENDENT AUDITOR United Bank of Africa Plc (New York) 40 Statement OF SIGNIFICANT ACCOUNTING POLICIES FINANCIAL STATEMENTS 48 PROFIT AND LOSS ACCOUNTS 49 BALANCE SHEET 51 CASH FLOW Statement 53 NOTES TO FINANCIAL Statements 89 Statement OF VALUE ADDED 90 FIVE-YEAR FINANCIAL Summary 94 FINANCIAL RISK ANALYSIS 123 LIST OF BRANCHES 129 FORMS: ACCOUNT OPENING FORM www.firstcitygroup.com E-DIVIDEND FORM, E-BONUS FORM, PROXY FORM 2 FCMB ANNUAL REPORT 2009 CORPORATE PROFILE who we are About FCMB Our Approach From its early origins in investment banking as City Securities Limited in 1977, FCMB (est. 1982) has Our primary objective is to be the premier banking group emerged as one of the leading financial services institutions in Nigeria, a top 10 bank with subsidiaries in Africa in the eyes of our customers, employees and that are market leaders in their respective segments. shareholders. We will pursue this by not necessarily being The bank has 153 branches across Nigeria and is headquartered in Lagos. The bank also has a presence the biggest, but seeking to be leaders by profitability first in the United Kingdom through its FSA authorised investment banking subsidiary, FCMB UK, and a and then market share in each niche that we play. Our representative office in the Republic of South Africa. Product and service offerings are focused on three niches are selected based on their macroeconomic main areas (Investment Banking, Retail Finance and Transaction Services). Key customer segments relevance, developmental impact, our ability to lead comprise Corporate and Institutional Clients, Small to Medium Scale Enterprises and Individuals. profitably and long term prospects. Hence quality and profitability matrices are our most important measures, FCMB’s success has been recognised by many industry awards over the years both nationally and along with employee and social goals. The two most internationally. Most recently, it won the Euromoney 2008 award for the Best Equity House (Nigeria) important competencies we are building are operational and was named the Best Investment Bank in Nigeria at the Euromoney 2007 Awards for Excellence. excellence and customer intimacy. The bank had been adjudged Nigeria’s most consistent issuing house/financial adviser 1993–1998 by Reuters and SBA Research Limited in June 2000 and was also the winner of the 1999 Platinum Division in the first Reuters sponsored Nigerian Issuing House Awards. In 2000, FCMB-CML also received the Factfile inaugural Mergers and Acquisitions award in recognition of its expertise in this area. It has • Public company, listed on the Nigerian Stock subsequently received the 2001 and 2002 award in the same category. FCMB is the first and only bank Exchange in 2004. in Nigeria to have held these diverse awards at the same time and remains the only institution to have • Initial Public Offering in 2005. won the Mergers and Acquisitions award for three consecutive years. • Number of shares outstanding: 16.3 billion In recent times the bank has also received recognition for its successful forays outside of investment ordinary shares. banking, with nomination in 2009 for the most innovative bank in Africa by African Banker Magazine. • Financial year end: 31 December. • One of only a few banks in Nigeria with an international rating. • Credit rating of B (Short Term), B+ (Long Term) by Standard & Poor’s (August 2009). Local rating: NgA. CORPORATE PROFILE FCMB ANNUAL REPORT 2009 3 INTRODUCTION Associated Companies FCMB’s associated companies are positioned to be and are invariably leaders in their respective niches. They also provide significant cross sell synergies and economies of scope for the Group, making the whole greater than its sum of parts. OPERATING REVIE FCMB (UK) Limited (100% ownership) Credit Direct Limited (100% ownership) This is an investment banking firm, established to service the international corporate Credit Direct Limited (CDL) is one of Nigeria’s leading microlending organisations in finance and investment service requirements of its client base and broaden the terms of profitability, asset quality and customer experience. CDL is also the fastest reach of its stockbroking services to the UK investors. Its stockbroking division CSL growing microlender in Nigeria. W UK is recognised as one of the City of London’s leading research and securities CSL Stockbrokers Limited (100% ownership from November 2009) distribution firms for Nigerian securities. CSLS is a leading stockbroking and investment management firm in Nigeria. Its Services include: equity and macroeconomic research is recognized internationally and the firm • Corporate Finance executes a significant share of international portfolio trades on the Nigerian Stock Exchange. The firm is positioning to be the leading conduit of portfolio investment • Securities Research into Sub-Saharan Africa. • Sales and Trading City Securities Registrars Limited (100% ownership from November 2009) • Representative Office for FCMB plc. Nigeria’s largest independent share registration company that manages the Register FINANCIAL STATEMENTS FCMB Capital Markets Limited (100% Ownership) for many of the country’s leading corporate and quoted multinationals in the most Licensed by the Nigerian Securities and Exchange Commission as an issuing house actively traded sectors, including two leading banks, two leading cement companies and financial advisor, FCMB Capital Markets Limited is the local investment banking and two leading petroleum marketing companies amongst many others – providing advisory arm of the Group, specialising in equity and debt capital raising, M&A access to an investor database in excess of 300,000 investors. advisory and other forms of financial advice to top tier corporates. FCMB Capital Legacy Pension Fund Administrators (PFA) (25% ownership) Markets remains a market leader in its field. One of the fastest growing PFAs in the emerging Pension industry of Nigeria. After three years of operation, Legacy is now a profitable and highly regarded PFA with over N50 billion assets under management. 4 FCMB ANNUAL REPORT 2009 NOTICE OF ANNUAL GENERAL MEETING notice of annual general meeting Notice is hereby given that the 27th Annual General Meeting of First City Monument Bank Plc (FCMB) will be held at the Shell Hall, MUSON Centre, Onikan Lagos on Wednesday, July 21, 2010 at 11.00 a.m. to transact the following: Ordinary Business Special Business 1. To receive and consider the Report of the Directors and the Financial Statements 7. To consider and if thought fit pass the following resolutions as Special Resolutions: for the year ended December 31, 2009, the Auditors Report thereon and the Audit i. “Subject to the approval of Regulatory Authorities the Company be and is Committee Report. hereby authorized to accept from leading development financial institutions 2. To declare a dividend. and/or offshore correspondence Banks or Lenders from time to time an investment in equity and/or convertible debt upon terms to be agreed, resulting 3. To appoint new Auditors and authorise the Directors to fix the remuneration of in the increased issued share capital of not more than 575 million ordinary the Auditors. shares on such terms and conditions as may be approved by the Directors”. 4. To approve the remuneration of Directors. ii. “That the financial year-end of the Company be changed from April 30 to 5. To re-elect directors in place of those retiring. December 31 in line with the directives of the Central Bank of Nigeria”. 6. To elect/re-elect members of the Audit Committee. Dated this 24th day of June, 2010. By Order of the Board Olajumoke Bakare (Mrs) Company Secretary NOTICE OF ANNUAL GENERAL MEETING FCMB ANNUAL REPORT 2009 5 Olajumoke Bakare Company Secretary INTRODUCTION Notes Proxies OPERATING REVIE Only a member of the company entitled to attend and vote at the general meeting is entitled to appoint a proxy in his/her stead. All valid instruments of proxy should be completed, stamped and deposited at the office of the Company’s Registrars, City Securities (Registrars) Limited, 2nd floor, Primrose Tower, 17A Tinubu Street, Lagos, not less than 48 hours before the time fixed for the meeting. W Dividend If approved, a dividend of 5 kobo per share will be payable to shareholders whose names appear in the Register of Members at the close of business on Monday July 12, 2010.