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2016 NASD PLC Annual Report & Financial Statements

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2016 NASD PLC Annual Report & Financial Statements Transforming Challenges To Growth 2016 Annual Reports & Financial Statements Contents Corporate Profile o Growth NASD Plc evolved from the National Association of market are obliged to provide corporate information to the Corporate Profile 02 Securities Dealers. It was incorporated as a Private Limited market and will be placed in one of two tiers, (the Blue tier or Liability Company in June 1998 and converted to a Public Pink tier) based on the quality of corporate governance Corporate Information 03 Limited Company in April 2012. NASD is an OTC exchange displayed by the company. registered by the Securities and Exchange Commission Notice of Annual General Meeting 04 [“SEC”] to organise and manage Over-The-Counter 2. Admission of securities ransforming Challenges T [“OTC”] trading platform for unlisted public securities. Under this category, a company's securities are introduced T Statement from the Chairman 05 There are presently 32 securities trading on the platform. to the NASD platform by individual shareholders who may appoint stockbrokers to verify, dematerialise and trade 2016 Annual Reports & Financial Statements Statement from the Chief Executive Officer 09 What we do their holdings. We provide an opportunity for investors in unlisted Board of Directors 13 securities to trade their holdings transparently in a formal The NASD OTC Securities Exchange has its own unique and orderly manner. The NASD OTC Market currently ecosystem consisting of: Corporate Governance Report 14 enables trade through a platform built by NASDAQ OMX n Registered broker/dealers allowed to trade on the and leased from the Nigerian Stock Exchange [“NSE”]. On platform Directors' Report 23 the NASD platform, all unlisted publicly held securities n Nominated settlement banks which ensure the registered with SEC are eligible to trade. prompt settlement and completion of the Statement of Directors' Responsibilities 26 transaction cycle on the market n 01 As an OTC Securities Exchange, NASD's value proposition Central Securities Clearing System Plc [CSCS] 02 Certification of Financial Statements 27 to its stakeholders (including Issuers, investor, VC/PE and which clears all transactions executed on the to the economy in which it operates) is to: market Report of the Independent Auditor 28 n Provide a cost effective alternative to full listing n Create public visibility for issuers and pool NASD provides Issuers with easy funding for capital Statement of Profit or Loss and other Comprehensive Income 32 information on all non-quoted securities projects, growth opportunities for small companies and a n Provide a new exit window for Venture Capital and transparent secondary market for shareholders Statement of Financial Position 33 Private Equity investors n Deepen the capital market by providing public Vision Statement of Changes in Equity 34 access to non- quoted investment opportunities We will be the hub of first call for capital formation in West n Create transparency around transactions in all Africa. Statement of Cash Flows 35 publicly held securities n Provide a platform on which issuers may seek Our Guiding Principles Notes to the Financial Statements 36 project funding. n Ultimately encourage growth in the real sector by Integrity Value Added Statement 63 providing an alternative liquidity platform for We will honour all commitments and never compromise investors our ethics. Four Year Financial Summary 64 Entry to the NASD OTC Securities Exchange is via two Transparency methods: Provide information that is relevant, necessary and timely. NASD Securities' Directory 66 1. Admission of company Performance NASD Registered Participating Institutions 72 This is upon application by a company for the admission of Ensure that all requirements to stakeholders of the Capital its entire shares making them immediately tradable on the Market are met and satisfied. Our Partners 74 platform. Here, Issuers are required to dematerialise and register all their issued and fully paid up shares for trading Proxy Form 76 on the NASD OTC market. Companies admitted to the OTC Contents Corporate Profile o Growth NASD Plc evolved from the National Association of market are obliged to provide corporate information to the Corporate Profile 02 Securities Dealers. It was incorporated as a Private Limited market and will be placed in one of two tiers, (the Blue tier or Liability Company in June 1998 and converted to a Public Pink tier) based on the quality of corporate governance Corporate Information 03 Limited Company in April 2012. NASD is an OTC exchange displayed by the company. registered by the Securities and Exchange Commission Notice of Annual General Meeting 04 [“SEC”] to organise and manage Over-The-Counter 2. Admission of securities ransforming Challenges T [“OTC”] trading platform for unlisted public securities. Under this category, a company's securities are introduced T Statement from the Chairman 05 There are presently 32 securities trading on the platform. to the NASD platform by individual shareholders who may appoint stockbrokers to verify, dematerialise and trade 2016 Annual Reports & Financial Statements Statement from the Chief Executive Officer 09 What we do their holdings. We provide an opportunity for investors in unlisted Board of Directors 13 securities to trade their holdings transparently in a formal The NASD OTC Securities Exchange has its own unique and orderly manner. The NASD OTC Market currently ecosystem consisting of: Corporate Governance Report 14 enables trade through a platform built by NASDAQ OMX n Registered broker/dealers allowed to trade on the and leased from the Nigerian Stock Exchange [“NSE”]. On platform Directors' Report 23 the NASD platform, all unlisted publicly held securities n Nominated settlement banks which ensure the registered with SEC are eligible to trade. prompt settlement and completion of the Statement of Directors' Responsibilities 26 transaction cycle on the market n 01 As an OTC Securities Exchange, NASD's value proposition Central Securities Clearing System Plc [CSCS] 02 Certification of Financial Statements 27 to its stakeholders (including Issuers, investor, VC/PE and which clears all transactions executed on the to the economy in which it operates) is to: market Report of the Independent Auditor 28 n Provide a cost effective alternative to full listing n Create public visibility for issuers and pool NASD provides Issuers with easy funding for capital Statement of Profit or Loss and other Comprehensive Income 32 information on all non-quoted securities projects, growth opportunities for small companies and a n Provide a new exit window for Venture Capital and transparent secondary market for shareholders Statement of Financial Position 33 Private Equity investors n Deepen the capital market by providing public Vision Statement of Changes in Equity 34 access to non- quoted investment opportunities We will be the hub of first call for capital formation in West n Create transparency around transactions in all Africa. Statement of Cash Flows 35 publicly held securities n Provide a platform on which issuers may seek Our Guiding Principles Notes to the Financial Statements 36 project funding. n Ultimately encourage growth in the real sector by Integrity Value Added Statement 63 providing an alternative liquidity platform for We will honour all commitments and never compromise investors our ethics. Four Year Financial Summary 64 Entry to the NASD OTC Securities Exchange is via two Transparency methods: Provide information that is relevant, necessary and timely. NASD Securities' Directory 66 1. Admission of company Performance NASD Registered Participating Institutions 72 This is upon application by a company for the admission of Ensure that all requirements to stakeholders of the Capital its entire shares making them immediately tradable on the Market are met and satisfied. Our Partners 74 platform. Here, Issuers are required to dematerialise and register all their issued and fully paid up shares for trading Proxy Form 76 on the NASD OTC market. Companies admitted to the OTC Corporate Information Notice of Annual General Meeting o Growth Board of Directors Notice is hereby given that the 4th Annual General (b) Audit Committee Members Meeting of NASD PLC will hold on Thursday, 6 July Mr. Olutola Mobolurin (Chairman) 2017 at Meeting Room 1, Westwood Hotel, 22, In accordance with Section 359(5) of the Companies Mr. Chike Nwanze (Vice Chairman) Awolowo Road, Ikoyi, Lagos at 11am for the and Allied Matters Act (Cap. C20 Laws of the Mr. Bola Ajomale (MD/CEO) transaction of the following business: Federation of Nigeria 2004), any Shareholder may Mr. Oladipo Aina nominate another shareholder for election as a ransforming Challenges T T Mr. Victor Ogiemwonyi Ordinary Business member of the Audit Committee by giving notice in Mr. Ariyo Olushekun writing of such nomination to the office of the 2016 Annual Reports & Financial Statements Mr. Abubakar Lawal 1. To lay before the members the Audited Company Secretary, GIO Nominees Limited, 864B, Mr. Kayode Falowo Financial Statements for the year ended Bishop Aboyade Cole Street, Victoria Island, Lagos Mr. Adeolu Bajomo 31st December, 2016 together with the at least 21 days before the Annual General Meeting. Mr. Samuel Nwanze reports of Directors, Independent Auditors Ms. Obiageli Ugboma and Audit Committee thereon. (c) Closure of Register of Members Mr. Aigbovbioise Aig-Imoukhuede 2. To elect/re-elect directors. In compliance with the provision of Section 89 of the Companies
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