First City Monument Bank Limited Annual Report 31 December 2019 FIRST CITY MONUMENT BANK LIMITED ANNUAL REPORT - 31 DECEMBER 2019
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First City Monument Bank Limited Annual Report 31 December 2019 FIRST CITY MONUMENT BANK LIMITED ANNUAL REPORT - 31 DECEMBER 2019 Contents Page Board evaluation report 1 Corporate governance 2 - 11 Board of Directors, officers and professional advisors 12 Directors' report 13 - 18 Statement of Directors' responsibilities 19 Board Audit And Risk Management Committee Report 20 Independent Auditor's report 20 -25 Financial statements: Consolidated and separate statements of profit or loss and other comprehensive income 26 Consolidated and separate statements of financial position 27 Consolidated and separate statements of changes in equity 28 - 29 Consolidated and separate statements of cashflows 30 Notes to the consolidated and separate financial statements 31 - 157 Other financial Information: Value added Statement 158 Five year financial summary 159 - 160 First City Monument Bank Limited and Subsidiary Companies Annual Report 31 December 2019 CORPORATE GOVERNANCE FOR THE YEAR ENDED 31 DECEMBER 2019 INTRODUCTION First City Monument Bank Limited maintains the highest standards of Corporate Governance and best practice both within the bank and the Group. Our governance practices are constantly being reviewed to ensure we keep pace with global standards. THE DIRECTORS AND OTHER KEY PERSONNEL During the year under review, the Directors and other key personnel of the Bank complied with the following Codes of Corporate Governance, which the Bank subscribes to: a. The Central Bank of Nigeria (CBN) issued Code of Corporate Governance for Banks and Discount Houses in Nigeria 2014. b. The National Code of Corporate Governance for Public Companies which became effective in January 2019. In addition to the above Codes, the bank complies with relevant disclosure requirements in other jurisdictions where it operates. 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 2019, the Board comprised ten (10) Directors made up of six (6) Non - Executive Directors (NED) and four (4) Executive Directors (ED). Four of the Board Members are female. 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. Below are the profile of the Board members. OTUNBA OLUTOLA SENBORE, FCA CHAIRMAN Otunba Senbore was born on 17 March 1943. He holds a BSc (Economics) degree from the University of Ibadan. He is a fellow of the Institute of Chartered Accountants of Nigeria (ICAN) and the Business Recovery and Insolvency Practitioners Association of Nigeria (BRIPAN). He began his career in 1967 with Coopers & Lybrand (now Pricewaterhouse Coopers) where he was a Partner from 1975 to 1991. He subsequently worked with FCMB as an Executive Director from 1991 to 1994 before joining IFAMS Limited (Financial & Management Consultants) in 1994. He served on the Board of First Bank of Nigeria Plc as a Non-Executive Director (1990 to 1991), and on the Board of UBA as a non - Executive Director (1992 to 1993). He has over 40 years’ experience in the financial services industry. Otunba Senbore is currently the Chairman of Olutola Senbore & Co. (Chartered Accountants). He joined the Board on 29 April 2011 and was appointed Chairman of the Board effective 1 July 2013. MRS. ‘TOKUNBOH ISHMAEL NON-EXECUTIVE DIRECTOR Mrs. 'Tokunboh Ishmael was born on 28 March 1966. She is an alumnus of the London Business School and the University of London. She is a Chartered Financial Analyst and a member of the CFA Institute and the board of the African Venture Capital Association. She has over 20 years’ experience spanning investment banking, private equity investing, technology and new business development in the USA, Europe and Africa. Mrs. Ishmael was Country Partner for Nigeria at Aureos Capital where she raised $50m for the Aureos West Africa Fund. Previously, she was a mergers & acquisitions banker at Salomon Smith Barney and Managing Director of Avante Capital Ltd. She is a co-founder and Managing Director of Alitheia Capital. She joined the Board effective 15 January 2013. 2 First City Monument Bank Limited and Subsidiary Companies Annual Report 31 December 2019 CORPORATE GOVERNANCE FOR THE YEAR ENDED 31 DECEMBER 2019 MRS. MFON USORO INDEPENDENT NON-EXECUTIVE DIRECTOR Mrs. Usoro was born on 12 June 1960. She holds a BSc in Sociology from the University of Calabar, an LLB from the University of Buckingham, B.L from the Nigerian Law School and an LL.M from University College London. She was the pioneer Director-General and Chief Executive Officer of Nigerian Maritime Administration and Safety Agency, NIMASA from August 2006 to May 2007. She is the Managing Partner of Paul Usoro & Co., a leading law firm in Nigeria. Mrs. Usoro has served on several presidential and ministerial committees and was chairperson of the ministerial sub-committee of the Maritime Organisation of West and Central Africa (MOWCA) regional Maritime Development Bank in 2009. She is a recipient of several national and international honours and was conferred with the Officier de L’Ord de Mono, a national honour of the Republic of Togo in 2002. She joined the Board of the Bank as an Independent Director effective 19 June 2013. MR. OLUSEGUN ODUBOGUN, FCA NON-EXECUTIVE DIRECTOR Mr. Olusegun Odubogun was born on 21 August 1948. He is a Fellow of the Institute of Chartered Accountants of Nigeria and Chartered Association of Certified Accountants UK. He retired as the Chief Executive Officer of Deloitte West and Central Africa in 2008. Under his watch, he led the consolidation of Akintola Williams Deloitte in Nigeria with other Deloitte offices in West and Central Africa. Over the course of his career, he led the Consulting, Advisory, Audit and Tax divisions of the firm, serving clients and creating shareholder value in numerous sectors including companies in the public, financial, consumer and oil and gas space. He also served as a member of the African Regional Board of Deloitte. He is currently on the Boards of Poly Products Nigeria Limited and Bemil Nigeria Limited. He joined the Board effective 19 November 2013. MR. OLUTOLA MOBOLURIN, FCA NON-EXECUTIVE DIRECTOR Mr. Olutola Mobolurin was born on 31 October 1951. He holds a BSc degree in Finance and Accounting from the State University of New York in 1975 and a Master of Business Administration degree from York University, Toronto, in 1977. He is a Fellow of the Chartered Institute of Stockbrokers. He began his career as an Investment Executive at Plateau Investments Company in 1977, before joining City Securities Limited in 1978. He joined Continental Merchant Bank in 1979, rising to Head of Corporate Finance until 1988. Subsequently, he worked with Capital Bancorp Ltd as Managing Director from 1988 to 2006. He joined Crusader (Nigeria) Plc as Vice Chairman and Group Chief Executive Officer in 2007. He’s currently the Chairman of Capital Bancorp Plc. He has over 30 years of varied exposure and experience in the financial services industry. He joined the Board effective 19 November 2013. MR. ROGER M. ELLENDER NON-EXECUTIVE DIRECTOR Mr. Roger Ellender was born on 23 September 1950. He holds a BA (Hons) History & Politics from the University of Liverpool, England and MA in Latin American Government & Politics from the University of Essex, England. His Financial skills span across Risk Management (Design and Implementation of Risk Management Policies within an Enterprise Risk Management Framework), Remedial debt restructuring, Portfolio Management, Corporate Governance, Compliance, Operations and Board Director Functions, applied to a Pan African environment. He commenced his career in 1978 with Bank of America NT & SA as Assistant Manager Middle East & Africa Office where he rose to the position of Vice President, Credit Administration, International Division. He subsequently worked with with Banque Nationale de Paris (BNP – now BNP Paribas), Standard Chartered Bank Plc (SCB), Credit Suisse, Union Bank of Switzerland (UBS) as Executive Director & Head of Structured Export Financing, Singapore. Between 1999-2004, he was Executive Director, Operations & Risk Management, First City Monument Bank. He subsequently worked with Travelex as head of their representative office in Nigeria and in 2008 worked with Afrinvest (West Africa) Limited as Head of Risk & Quality Assurance. In 2009, he joined Africa Finance Corporation (AFC), Lagos as Chief Risk Officer and rose to the position of Senior Vice President, Risk Assurance. He left AFC in 2018 to work as Chief Executive Officer of Ellender Enterprises (Mauritius) Limited. The Central Bank of Nigeria approved his appointment to the Board via their letter dated 17 July 2019.