Annual Report 2010 Final.Cdr
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s t n u 2010 o c c 2010 Annual Report and Accounts a d n a t r o p e R l a u n n A 0 1 0 2 s. tie ni tu or pp O g in ck lo Un . s e i t i n u t r o p p O g n i k c o l n U . s u s t a i n a b l e t r u s t Continental Reinsurance Plc RC.73956 Our Vision “To be the Premier Player in the African Reinsurance Market “ Our Mission “Providing credible reinsurance security and services to our Clients and sustainable value to our shareholders and other stakeholders” Our Values Teamwork and Passion Ability and Dependability Sustainable Trust Corporate Philosophy ... Sustainable Trust ...sustainable trust Contents Pages Corporate Information 3 Financial Highlights 4 Notice of Annual General Meeting 5 Company profile 6 Board of Directors 9 Key Management Staff 10 Chairman’s Statement 11 Financial Year Review 15 Directors' Report 21 Corporate Governance Report 28 Audit Committee's Report 37 Report of the Independent Auditors 38 Statement of Significant Accounting Policies 40 Balance Sheet 47 Profit and Loss Account 48 Statement of Cash flows 49 Non-Life Revenue Account 50 Life Fund Account 51 Life Revenue Account 52 Notes to the Financial Statements 53 Statement of Value Added 67 Five Year Financial Summary 68 Share Capital History 69 Proxy Form 70 E-Dividend Mandate Form 72 2 Board of Directors and Corporate Information Board of Directors Engr. S. Akin Laguda - Chairman Mr. D. Chemillier-Gendreau (French) - Vice Chairman Dr. Olufemi Oyetunji - Managing Director/CEO ( Appointed w.e.f . 03/01/2011) Mr. Adeyemo Adejumo - Managing Director/CEO (Retired w.e.f. 14/12/2010) Mr. Rasak O. Falekulo - Executive Director (Life) Mr. Monin C. Adam (Ivorian) - Executive Director (Finance) Mr. Lawrence M. Nazare (Zimbabwean) - Executive Director (Non-Life ) (Appointed w.e.f. 01/05/2010) Mr. Vincent LeGuennou (French) Mr. Hurley Doddy (American) Mr. David S. Sobanjo Ms. Nana Appiah-Korang (Ghanaian) Company Secretary Solicitors Mrs. Abimbola A. Falana Bayo Osipitan & Co. 2A, Ireti Street Registered Office Yaba, Lagos. St. Nicholas House (8th Floor) 6, Catholic Mission Street Registrars Lagos. Sterling Registrars Limited, 24, Campbell Street Regional Offices Lagos. Cameroun Office Bankers Rue Ngosso Din Derriere Pharmacie Stanbic IBTC Bank Ltd De la Cote, Bali, Douala. Zenith Bank Plc Guaranty Trust Bank Plc Nairobi Office Ecobank, Douala Phase 2 Jumuia Place United Bank for Africa Plc, Douala Lenana Road Union Bank of Cameroun, Douala Nairobi, Kenya United Bank for Africa Plc, Abidjan NIC Bank, Nairobi HSBC, London Auditors Akintola Williams Deloitte 235, Ikorodu Road Ilupeju, Lagos. 3 Financial Highlights For the year ended 31st December, 2010 change N millions, unless otherwise stated 2009 2010 in % Non-Life Premium earned 5,676 8,565 50.9% Net Combined ratio in % (Net of Retro) 86.6% 82.7% -4.5% Life P rem ium earned 902 1,391 54.2% I nvestment Investment in come (Net of Provisions) 681 1,128 65.6% Return on investment in % (Annualized) 5.8% 8.6% 48.3% Total P remium earned 6,578 9,956 51.4% Net income 905 1,230 35.9% Earnings per share in kobo 9 1 2 33.3% Shareholders’ equity 11,170 11,619 4.0% Return on equity1 in % (Annua lized) 8.1% 10.4% 28.4% Number of employees2 5 0 5 3 6.0% 1Return on equity is calculated by dividin g annualized net income attributable to common shareholders by av erage common shareholder`s equity. 2Permanent staff Financial strength ratings as at 31 December,2 010 A.M Be st Ratings B Outlook stable Share Per formance Market C apitalization as at 31 December,2010 Share pric e in =N= 1.00 Number of shares (B illion) 10.37 Market capitalization in =N= Bn 10.37 1.6 1.4 1.2 1 0.8 Cre 0.6 NSE ASI (Rebased) 0.4 0.2 0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 - - - - - - - - - - - - - - t t r r c c v y g g p n b b c c a p a e e o u u a e e e J O O A F F S D D A A N - M - - - M - - - - - - - - - - 7 4 5 1 7 8 3 6 7 2 3 5 1 2 1 2 1 2 1 2 2 1 2 4 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Twenty fourth Annual General Meeting of members of CONTINENTAL REINSURANCE PLC will be held at Victoria Crown Plaza (VCP) Hotel, 292b, Ajose Adeogun Street, Victoria Island, Lagos on Wednesday, July 20, 2011 at 11.00 a.m. to transact the following businesses: ORDINARY BUSINESS 1. To receive the Report of the Directors and the Audited Financial Statements for the year ended December 31, 2010 together with the reports of the Auditors and the Audit Committee thereon. 2. To declare a dividend. 3. (i) To elect/re-elect Directors. (ii) Pursuant to Section 256 of the Companies and Allied Matters Act, CAP C20 LFN 2004, Special Notice is hereby given that Engr. S. Akin Laguda, who is retiring by rotation and offering himself for re- election at this meeting is above 70 years old. 4. To appoint new Auditors and to authorize the Directors to fix their remuneration. 5. To elect members of the Audit Committee. SPECIAL BUSINESS 6. To approve the remuneration of the Directors for the year ending December 31, 2011. BY ORDER OF THE BOARD Abimbola A. Falana (Mrs.) Company Secretary Registered Office: 6, Catholic Mission Street, (8th Floor) Lagos. Dated: March 01, 2011 Notes: 1. Proxy 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 instead of him/her. A proxy need not be a member of the Company. To be valid for the purpose of the meeting, the Proxy Form, which is enclosed in this Annual Report must be completed, duly stamped by the Commissioner for Stamp Duties and deposited at the registered office of the Registrars, Sterling Registrars Limited, 24, Campbell Street, Lagos not less than 48 hours before the time fixed for the meeting. 5 Notice of Annual General Meeting 2. Closure of Register The register of members and transfer books will be closed from Monday, July 11, 2011 to Friday, July 15, 2011, both days inclusive, to enable the Registrar prepare for the payment of dividend. 3. Payment of Dividend If the dividend recommended by the Directors is declared, dividend will be paid on Thursday, July 21, 2011 to shareholders whose names are registered in the Company's Register of Members at the close of business on Friday, July 8, 2011. To facilitate the payment of dividend electronically, shareholders who have not completed the e-dividend Mandate Form are encouraged to do so. An e-dividend Mandate Form is in this Annual Report. 4. Unclaimed Dividend A list of shareholders who are yet to claim their dividend(s) is being circulated with this Annual Report. Members who have not claimed their dividend(s) are advised to write to or call at the office of Registrars, Sterling Registrars Limited, 24, Campbell Street, Lagos. 5. Nominations for Audit Committee The Audit Committee is comprised of three (3) Directors and three (3) Shareholders' representatives. In accordance with Section 359(5) of the Companies and Allied Matters Act, Cap C. 20, LFN 2004, any shareholder may nominate a shareholder for election to the Audit Committee by giving notice of such nomination, in writing, to the Company Secretary at least 21 days before the Annual General meeting. 6 Corporate Profile he existence of Continental Reinsurance Plc, (“Continental Re” or “the Company”) dates back to 1985 when it was incorporated as a private reinsurance company in Nigeria. It commenced business as a general reinsurer in TJanuary 1987 and became a composite reinsurer in January 1990, providing Life and Non-Life reinsurance on both a treaty and facultative basis and has a well-diversified business mix and customer base. In line with the business objectives of its founders, to be a leading reinsurance company in Africa, the Company was converted to a public limited liability Company in 2000, and recapitalized from NGN 2 billion to NGN 10 billion in 2007 with widespread ownership including international investors. The Company was listed on the Nigeria Stock Exchange on May 30, 2007. Continental Re has since become an international company managed by seasoned professionals and complying with international standards in its business dealings. OFFICE LOCATION The corporate head office is in Lagos, Nigeria. The office also doubles as a regional office with other regional offices in Douala, Cameroon and Nairobi, Kenya. The Lagos regional office covers the Anglophone West African countries; the regional office in Douala, Cameroon covers all Francophone denominated businesses in the West and Central Africa regions while the regional office in Nairobi, Kenya covers Eastern and Southern Africa businesses. The Company is on the verge of obtaining a license for an office in Tunis that will cover businesses in North Africa and the Maghreb countries. In view of this strategic positioning across Africa, Continental Re has significant business activities in over 40 African countries. CREDIT RATING Continental Re is rated by AM Best, London. The Company was rated “B” in 2009 and again in 2010 which reaffirmed its financial strength and has sustained BB+ rating for insurer credit since 2008.