ANNUAL REPORT AND FINANCIAL STATEMENTS ANNUAL REPORT AND FINANCIAL STATEMENTS 2015 STERLING BANK PLC TABLE OF CONTENTS Notice of AGM Governance Basic Information Overview Leadership – Corporate The Management Team 182 056 Governance Report Why Integrated Reporting 006 Branch Network 184 Directors, Officers and 060 Performance Highlights 007 Professional Advisers Change of Address Form 193 Chairman’s Statement 008 Board of Directors 061 E-bonus/offer/rights Form 195 Report of the Directors 066 Mandate for Dividend Payment to Bank 197 Strategic report Statement of Directors’ (e-dividend form) Responsibilities in relation to 073 Managing Director/ Chief Shareholder’s Data Update 012 the Financial Statements 199 Executive Officer’s Report Form Our Strategy/Business Model 018 Report of the External Consultants on the Board 074 Proxy Form 201 Key Performance Indicators 027 Appraisal of Sterling Bank Plc Economic Report 028 Independent Auditors’ Report 075 Performance Review 031 Report of Statutory Audit 077 Committee Statement of Compliance 078 Sustainability Sustainability Approach 044 Enriching Lives 044 Financial statements Education 045 Statement of Profit or Loss Environment 047 and other Comprehensive 080 Income Entertainment 049 Statement of Financial Community Development 050 081 Position Customer Service Initiatives 050 Statement of Changes in 082 For our Employees 051 Equity For our Shareholders 051 Statements of Cash Flows 084 Statement of Prudential For the Government 052 085 Adjustments Materiality Analysis 052 Notes to the Financial 086 Stakeholder Engagement 053 Statements Statement of Value Added 177 Five-year Financial Summary 178 Share Capital History 180 ANNUAL REPORT AND FINANCIAL STATEMENTS 2015 STERLING BANK PLC NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 54th Annual General Meeting of Sterling Bank Plc will be held at Eko Hotel & Suites, Plot 1415, Adetokunbo Ademola Street, Victoria Island, Lagos on Tuesday, the 19th day of April, 2016 at 10.00 a.m. to transact the following business: ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the year ended 31st December, 2015, together with the Reports of the Directors, Auditors and the Audit Committee thereon. 2. To declare a Dividend. 3. To elect/re-elect Directors. 4. To approve the remuneration of the Directors. 5. To authorize the Directors to fix the remuneration of the Auditors. 6. To elect members of the Audit Committee. 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 in his/her stead. A proxy need not be a member of the Company. To be valid, a completed and duly stamped Proxy form must be deposited at the office of the Registrar, Pace Registrars Limited, Akuro House (8th floor), 24 Campbell Street, Lagos not less than 48 hours prior to the time of the meeting. Dated this 21st day of March, 2016 BY ORDER OF THE BOARD Justina Lewa Company Secretary 20 Marina Lagos NOTES 1. Dividend If approved, dividend warrants for the sum of 9 kobo for every share of 50 kobo will be posted on 19th of April, 2016 to shareholders whose names are registered in the Register of Members at the close of business on 1st April, 2016, while shareholders who have provided relevant accounts will be credited same day. 2. Closure of Register of Members The Register of Members and Transfer Books of the Company will be closed from 4th to 8th April, 2016 (both dates inclusive), to enable the Registrar prepare for payment of dividend. 3. Audit Committee In accordance with section 359(5) of the Companies and Allied Matters Act CAP 20 LFN, 2004, any shareholder may nominate a shareholder for appointment to the Audit Committee. Such nomination should be in writing and should reach the Company Secretary at least twenty-one (21) days before the Annual General Meeting. OVERVIEW 006 ANNUAL REPORT AND FINANCIAL STATEMENTS 2015 STERLING BANK PLC WHY INTEGRATED REPORTING? Sterling Bank's directors present the integrated annual report for 2015. The report reflects the value created by the business for all stakeholders and the measures in place to ensure that business operations are sustainable into the future. The purpose of this report is to provide simple, transparent and holistic feedback to stakeholders regarding the OVERVIEW organization's strategy, performance, governance and prospects. It aims to provide stakeholders with an overview of the material issues affecting the organization in view of current realities in Nigeria, and the manner in which these are addressed. Sustainability of the business is an overarching objective and our approach to sustainability is reflected throughout this report, and even more so in the Sustainability Report, which is finding its way into the annual report for the first time. This report was compiled in consideration of the Sustainable Banking principles, using the Global Reporting Initiative's (GRI) sustainability reporting guidelines and other global standards. STRATEGIC REPORT The integrated annual report encompasses all Sterling Bank's operations, which are conducted exclusively within Nigeria being a full service, national bank, and covers the period of 1 January 2015 to 31 December 2015. Integrated reports are prepared annually, and the previous year (2014)'s report can be accessed on the Sterling Bank website (www.sterlingbankng.com). This report was prepared in accordance with the Companies and Allied Matters Act (2004), Banks and Other Financial Institutions Act (2004) amongst other regulatory frameworks guiding all aspects of the Industry and the Bank's operations. The Board of Directors believe that it adequately addresses and elaborates upon the realities faced by Sterling Bank Plc and approved it on 10 March 2016. Assurance regarding the annual financial statements is provided by the Independent Auditor's report contained therein and, where considered appropriate, external sources have been used to provide independent information. Enquiries regarding the content of this report can be forwarded to the Company Secretary: E-mail: [email protected] or [email protected] Post: Sterling Towers, 20 Marina, P.M.B 12735, Lagos, Nigeria. Phone: +234 (1) 4884881-5 007 ANNUAL REPORT AND FINANCIAL STATEMENTS 2015 STERLING BANK PLC PERFORMANCE HIGHLIGHTS N110,194M Gross Earnings (N’M) Loans & Advances (N’M) NPL Ratio 2014 103,677 2014 371,246 2014 3.1% 2015 110,194 2015 338,726 2015 4.8% Growth 6.3% Growth -8.8% Total Assets (N’M) Cost-to-Income 2014 824,539 2014 73.6% N68,827M 2015 799,451 2015 72.2% Operating Income (N’M) STRATEGIC REPORT Growth -3.0% 2014 68,762 2015 68,827 Deposits (N’M) Pre-tax Return on Growth 0.1% Average Equity 2014 655,944 2014 16.6% 2015 590,889 2015 12.2% Growth -9.9% SUSTAINABILITY N11,016M Profit before Tax (N’M) Equity (N’M) Earnings per Share 2014 10,748 2014 84,715 2014 42K 2015 11,016 2015 95,566 2015 36k Growth 2.5% Growth 13.0% GOVERNANCE N10,293M Profit after Tax (N’M) 2014 9,005 FINANCIAL STATEMENTS 2015 10,293 Growth 14.3% BASIC INFORMATION 008 ANNUAL REPORT AND FINANCIAL STATEMENTS 2015 STERLING BANK PLC CHAIRMAN’S STATEMENT Profit after Tax grew by OVERVIEW “ 14.3% to N10.3 billion “ in an extremely turbulent operating environment ***PICTURE OF CHAIRMAN*** Esteemed Shareholders, I feel honoured to present to you the Bank's scorecard for the year ended December 31st, 2015. It was a very trying year for the country and businesses in general. However, I am pleased to report that despite the challenges that prevailed during the year, our Bank has once again demonstrated resilience by improving on its 2014 performance. The Operating Environment The year 2015 continued to reflect the divergent Shareholders’ Returns performance of the global economy. While plummeting commodity prices impacted negatively on large Despite the economic headwinds, I am pleased to report GOVERNANCE emerging markets like Russia and Brazil, some other that our Bank delivered a commendable set of results in emerging economies recorded strong growth and India 2015. Profit after Tax for FY2015 was up 14.3% year-on-year became the fastest growing major economy in the world. to N10.3 billion, boosted by improved operating efficiency. In the developed world, robust employment growth in the Shareholders' Funds grew by 12.8% to N96 billion in FY 2015 US prompted the Federal Reserve to tighten monetary from N85 billion in 2014, driven by accretion from the policy for the first time since 2006, while the Euro zone, with current year's profit, a reflection of the Bank's resilience a lift in credit growth and declining unemployment, and increasing market reach. The Board has proposed a continued its recovery with a 1.9% growth rate. final dividend of 9kobo per share for the financial year ended December 31, 2015, subject to your approval during this year's Annual General Meeting. The Nigerian economy registered a subdued growth rate of 2.11% in Q4 2015, 3.83% points lower than the corresponding period in 2014, owing largely to external and domestic headwinds including the drastic fall in crude Banking on Sustainability oil prices which resulted in dwindling revenues and a weakened local currency. There was also the political and The Bank remains steadfast in its quest to build long-term, economic policy uncertainty that surrounded the 2015 sustainable value for its stakeholders in line with the global general elections, leading to a slowdown in economic Sustainable Development Goals (SDGs) and the CBN's activities as various business decisions were postponed sustainable banking principles. until after the political transition. BASIC INFORMATION 009 ANNUAL REPORT AND FINANCIAL STATEMENTS 2015 STERLING BANK PLC CHAIRMAN’S STATEMENT (continued) The Board fully supports Management's drive towards The Bank responded constructively to an increased embedding sustainable practices in the organization's number of government and regulatory consultation day-to-day operations.