Africa’s global bank Contents ABOUT UBA Group profile 2 Global footprint 3 Directors 4 Management Team 10 STRATEGY AND BUSINESS REVIEW Chairman’s statement 14 Chief executive officer’s report 17 Review of group strategy 20 Group financial performance review 22 Review of UBA’s e-banking resources 27 RESPONSIBILITY AND SUSTAINABILITY Sustainability and corporate social 32 responsibility report GOVERNANCE Directors’ report 38 Customers’ complaints report 46 Corporate governance report 48 Audit committee report 55 Board evaluation report 56 Statement on Directors’ responsibility 57 FINANCIAL STATEMENTS Report of the independent auditors 60 Statements of comprehensive income 62 Statements of financial position 63 Statements of changes in equity 64 Statements of cash flow 68 Notes to the consolidated and separate 69 financial statements Statements of value added 198 Five-year financial summary 202 INVESTOR INFORMATION Investor information 203 Notice of AGM 208 Shareholder forms Attached CORPORATE INFORMATION Corporate information 228 Subsidiaries with contact details 229 About UBA Group profile 2 Our footprint 3 Directors 4 Management team 10 ANNUAL REPORT 2013 Group profile UNITED BANK United Bank for Africa (UBA) Plc is a leading financial service group in Sub-Saharan Africa with FOR AFRICA (UBA) presence in 19 African countries, as well as United Kingdom, United States of America and France. PLC IS ONE OF The origin of UBA dates back to 1949 when it was first referred to as the British and French Bank Limited (BFB). It took over the assets and liabilities of BFB and was incorporated as a limited liability THE LEADING company on 23 February, 1961 under the Compliance Ordinance (Cap 37) 1922. UBA was the first FINANCIAL Nigerian bank to make an Initial Public Offering (IPO), following its listing on the NSE in1970. It was SERVICES also the first bank to issue Global Depository Receipts (GDRs). INSTITUTIONS IN In 2005, it completed one of the biggest mergers in the history of Nigeria’s capital markets with the business combination with Standard Trust Bank (STB) Plc. From then, it commenced its pan-African AFRICA. expansion strategy, which has led to its presence in Ghana, Benin Republic, Cote d’Ivoire, Burkina Faso, Guinea, Chad, Cameroon, Kenya, Gabon, Tanzania, Zambia, Uganda, Liberia, Sierra-Leone, Mozambique, Senegal, Congo DR and Congo Brazzaville. It is a publicly quoted company listed on the Nigerian Stock Exchange (NSE) and has a well- diversified shareholder base. VISION To be the undisputed leading and dominant financial services institution in Africa. MISSION To be a role model for African businesses by creating superior value for all our stakeholders, abiding by the utmost professional and ethical standards, and by building an enduring institution. WHO WE ARE UBA Plc is a leading financial service group in Sub-Saharan Africa with presence in 19 Africa countries as well as United Kingdom, United States of America and France. With the Bank’s migration from universal banking to the monoline commercial banking in line with regulatory requirement, UBA now provides commercial banking and pension custody services to its corporate, commercial and retail customers. WHAT WE DO With the Bank’s migration from universal banking to monoline commercial banking in line with regulatory requirement, UBA provides commercial banking, pension custody and other financial services to its more than 7.2 million corporate, commercial and retail customers through its channels, strategically located in the 19 African countries, United States of America, United Kingdom and France. Products UBA is a financial institution offering a range of banking and pension fund custody services. Market UBA has over 7.2 million customers in retail, commercial and corporate market segments, spread across 22 countries, consisting of Nigeria, 18 other African countries, United States of America, United Kingdom and France. Channels UBA has one of the largest distribution networks in Nigeria. As at 31 December 2013, there were 605 branches and retail outlets, 1,590 ATMs and 8,897 POS machines fully deployed. Staff As at 31 December 2013, the Group had 12,837 members of staff. 2 ANNUAL REPORT 2013 Global footprint United States of America United Kingdom France Burkina Faso Senegal Chad Guinea Nigeria Sierra Leone Liberia Benin Cameroun Côte d’Ivoire Ghana Uganda Kenya Gabon Congo DR Congo Brazzaville Tanzania Zambia Mozambique 3 ANNUAL REPORT 2013 Directors Israel Ogbue, Chairman (till November 21, 2013) Appointed Non-Executive Director in 2005 and Chairman of the Board in 2011. Qualified as a Chartered Secretary upon graduation from South-West London College of Commerce, England. Holds the fellowship of the Chartered Institute of Secretaries. Has work experience spanning over four decades, two of which were at a senior management level. He retired as General Manager of National Insurance Corporation of Nigeria (NICON). He has served as a Director on the board of NAL Bank (now Sterling Bank Plc). He retired from the Board on November 21, 2013. Joseph Keshi, OON, Chairman (effective – November 21, 2013) Appointed Non-Executive Director in 2010, Vice Chairman in 2011 and Chairman of the Board in 2013 A graduate of political science from the University of Ibadan, Nigeria, he holds a post graduate diploma in International Relations and Diplomacy from the Nigerian Institute of Internal Affairs and a Masters in Administration and Development from the Institute of Social Studies, the Hague. He is both a Fellow of the John Kennedy School of Government, Harvard University and the Harvard Business School. He joined the Nigeria Public Service in 1975 and has over 37 years’ working experience, some of which were at the highest level of Government. Apart from serving in a number of Nigeria’s diplomatic missions and heading a few, he was at various times, Permanent Secretary, Cabinet Secretariat, the Presidency and Permanent Secretary, Ministry of Foreign Affairs. He is a Director of South Strategy and Chairman of Afrigrowth Foundation. Rose Okwechime, Vice Chairperson Appointed Non-Executive Director in 2005 and Vice Chairperson of the Board in 2013. She holds a Masters Degree in Business Administration (Banking and Finance). She is currently the Managing Director of Abbey Building Society Plc. Fellow of the Chartered Institute of Bankers of Nigeria and fellow of the Institute of Bankers (London). She is a recipient of many awards, including the Woman of Excellence Award. She is a fellow of several professional bodies which include Fellow Chartered Institute of Banks of Nigeria (FCIB), Fellow Institute of Directors Nigeria (FIoD), Fellow Institute of Brand Management (FIBM) and Fellow Chartered Institute of Direct Marketing of Nigeria (FCIM). Phillips Oduoza, Group Managing Director/CEO Appointed Executive Director in 2005 and Group Managing Director/CEO in 2010. He holds an MBA (Finance) and first class honours (Civil Engineering) degrees from the University of Lagos. An alumnus of the Harvard Business School’s Advance Management Program. Banking career spans over two decades with experience in several areas, including credit and marketing, treasury, relationship management, information technology, business development, strategic planning, financial control, human resources, internal control and international operations. He held several senior level appointments before joining Standard Trust Bank (“STB”) in 2004. He has attended numerous banking, management and leadership programmes. He is also known for strong execution and talent management. 4 ANNUAL REPORT 2013 Kennedy Uzoka, Deputy Managing Director (Resources) Appointed Executive Director in 2010 and Deputy Managing Director in 2011. He holds a BSc degree in Mechanical engineering from the University of Benin and an MBA from the University of Lagos. An alumnus of Harvard Business School in Boston, USA; International Institute of Management Development (IMD) in Lausanne, Switzerland, and the London Business School, UK. His banking career spans over two decades in marketing, business strategy, finance, and resource management. Before the merger of STB with UBA Plc in 2005, he was the General Manager, North Bank covering all the states in the Northern part of Nigeria including the Federal Capital Territory. Apollos Ikpobe, Deputy Managing Director (Domestic Bank) Appointed Deputy Managing Director in 2013. He holds a Masters in Banking and Finance from the University of Lagos and a Higher National Diploma (Distinction) in Accounting from Yaba College of Technology. Before joining UBA Plc, he was an Executive Director at Zenith Bank Plc. He has work experience spanning audit and internal control, financial control, business development and relationship management with over two decades in the banking industry. He is a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN). He has attended numerous management and leadership programmes which include: The Corporate Leader – Harvard Business School, the Advanced Management Programme – Insead, Leadership and Team Effectiveness – Yale Business School, and the Advanced Management Programme – Lagos Business School. Emmanuel N. Nnorom, Executive Director and CEO – UBA Africa Appointed Executive Director in 2008. A graduate of Oxford University Templeton College, he trained with the accounting firm of Peat Marwick Caselleton Elliot & Co, where he qualified as a professional accountant. He holds the fellowship of the Institute of Chartered Accountants of Nigeria (ICAN).