Creating sustainable value for all PZ Cussons Nigeria PLC Annual Report and Accounts 2018 01 PZ Cussons Nigeria PLC Annual Report and Accounts 2018 Table of Content PZ Cussons is a dynamic consumer 01 Table of Content Strategic Review 03 Board of Directors, Officers and products group and innovator of other Corporate Information 04 Financial Highlights some of the world’s best known 05 Notice of Meeting 06 Chairman’s Statement and loved brands. 10 Our Business Model For almost 120 years, we have been operating in the 12 Our Geographies Nigeria market and this presents the greatest 16 Our Categories strategic potential for future growth. Our agile 20 Our World-class Supply Chain 24 CAN DO operating model and world class supply chain and 26 Good4Business distribution networks enable us to meet consumer 28 Corporate Social Responsibility needs and deliver quality brands that add value and Governance enhance everyday lives. 32 Board of Directors 34 Report of the Directors 39 Statement of Directors’ responsibilities WHY WE EXIST 40 Report of the Audit Committee 42 Independent Auditor’s Report Purpose: Why we exist, our cause – the reason we come to work every day and our Financial Statements promise to consumers, customers, employees and the communities we serve. 45 Results at a glance Enhancing everyday life, creating moments of delight. 46 Consolidated statement of comprehensive income OUR AMBITION 47 Consolidated statement of Vision: To grow our business while staying true to our authentic family spirit. Focusing financial position on our consumers and local markets better than anyone else so we can respond 48 Statement of changes in equity quickly. Because we want to leave a legacy for the next generation that we can all be 50 Statement of Cash Flows proud of. 51 Notes to the Consolidated Financial Statements WHAT WE VALUE 87 Statement of Value added 88 5 Year Financial Summary -Group CANDO!: Our purpose and vision are underpinned by our CANDO values, which are at 89 5 Year Financial Summary - the core of PZ Cussons. They are the attributes that describe our culture and make us Company unique. These values are inspired by our founders’ spirit and vision for the Company Other Information and are integral to the way we do business. 90 Shareholders’ Information How our values are realised Behaviours: To help us thrive as a business and in our 91 Share Capital History individual roles, our CANDO values are realised by demonstrating our behaviours. They 92 Shareholders’ Admission Form dictate the ways of working and operating that will enable us to achieve our vision. 95 E-bonus Mandate Form 97 Proxy Form HOW WE DO BUSINESS 99 E-dividend Mandate Form Good4Business: We grow sustainably by being a force for positive change. Through the products we sell, the way they are designed, manufactured and packaged, and the contributions we make to our communities, we create shared value for all. Everything we do is Good4Business – creating shared value for all through a focus on: • Business Governance & Ethics; • Environment; • Sourcing; and • Community & Charity PZ Cussons Nigeria PLC Annual Report and Accounts 2018 03 PZ Cussons Nigeria PLC Annual Report and Accounts 2018 Board of Directors, Officers and other corporate information Directors Chief Kolawole B. Jamodu, FCA CFR C hairman Non - Executive Director Mr. Christos Giannopoulos (Greek) M anaging Director/Chief Executive Officer Mr. Paul Usoro, SAN Non – Executive Director Mr. L. Batagarawa Non – Executive Director Mallam D. Muhammad Independent Non-Executive Director Mrs. Elizabeth Ebi Independent Non-Executive Director Ms. Joyce Coker Executive Director Mr. Alexander Goma Executive Director Mr. David Petzer (South African) Executive Director (Resigned 20 February 2018) Mr Pedro Baretto (Portuguese) Executive Director (Appointed 20 February 2018) Mr George Sotiropoulos (Greek) Executive Director (Appointed 22 March 2018) Company Secretary / Legal Adviser Mrs. Abiola Laseinde FCIS Registered Office 45/47 Town Planning Way Ilupeju Industrial Estate Ilupeju, Lagos. www.pzcussons.com.ng Registeration Number RC 693 Registrars First Registrars & Investor Services Limited Plot 2, Abebe Village Road Iganmu P.M.B. 12692 Lagos Nigeria. Independent Auditors Deloie & Touche (Chartered Accountants) Civic Towers, Plot GA1, Ozumba Mbadiwe Road, Victoria Island, Lagos, Nigeria. PZ Cussons Nigeria PLC Annual Report and Accounts 2018 04 05 PZ Cussons Nigeria PLC Annual Report and Accounts 2018 NOTICE IS HEREBY GIVEN that the 70th Annual General Meeting of PZ Cussons Nigeria PLC will be held at the Transcorp Hilton, Abuja, F.C.T on Thursday, 18 October 2018 at 11.00 a.m. for the following purposes: Reported Results (before exceptional items) Proxy A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote Revenue Operating Profit*** 1. To lay before members the Report of the Directors, in his/her place and such proxy need not be a member of the the Financial Statements for the year ended 31 May company. A proxy form is enclosed and if it is to be valid for 2018, the Reports of the Auditors and the Audit the meeting, it must be completed and deposited at the registered office of the Company not less than 48 hours N80,553m N8,228m Committee thereon. before the time of the Meeting. 2017: N78,216m 2017: N13,215m 2. To declare a Dividend % change: +3% % change: -38% 3. To elect/re-elect Directors Dividend Payment and Closure of Register 4. To authorise the Directors to fix the remuneration of If the dividend recommended by the Directors is approved, the Auditors dividend will be paid electronically on Friday, 19 October Basic and diluted earnings per share 2018 to Shareholders whose names are on the Company’s 5. To elect members of the Audit Committee Register of Members at the close of business on Friday, 21 September 2018 and who have completed the e-dividend 46 Kobo registration and mandated the Registrar to pay their dividends directly into their bank accounts in compliance 2017: 84 Kobo with the directives of the Securities and Exchange % change: -45% Commission. 1. To approve the remuneration of the Directors Notice is hereby given that the Register of Members and 2. To consider and pass the following resolution as an Transfer Books of the Company will be closed from Monday, 24 September 2018 to Friday, 28 September 2018 (both ordinary resolution of the Company: dates inclusive), to enable the preparation and payment of “That the general mandate given to the Company to dividend.” enter into recurrent transactions with related Nominations for the Audit Committee parties for the Company's day-to-day operations, The Audit Committee consists of three Shareholders and three Directors. In accordance with section 359 (5) of the including the procurement of goods and services, Statutory Companies and Allied Matters Act, CAP C20, any member on normal commercial terms, in compliance with may nominate a Shareholder as a member of the Committee the NSE Rules Governing Transactions with Related by giving notice in writing of such nomination to reach the Company Secretary at least 21 days before the Annual Operating Profit*** Profit Before Taxation Parties or Interested Persons, be and is hereby General Meeting. renewed" Unclaimed Dividend Warrants and Share Certificates Shareholders are hereby informed that several dividend N8,228m N2,313m BY ORDER OF THE BOARD warrants and share certificates remain unclaimed. Some 2017: N13,215m 2017: N4,811m dividend warrants have not been presented to the bank for % change: -38% % change: -51% payment or to the Registrar for revalidation. A list of such members has been circulated with the Annual Report. Affected members are advised to contact the Registrars. Final Dividend Per Share Net Asset** E-dividend/Bonus Pursuant to the directive of the Securities and Exchange Commission, members are hereby advised to open bank Abiola Laseinde FCIS accounts, stock broking accounts and CSCS accounts for the N15 Kobo N45,109m Company Secretary purpose of the payment of e-dividend/bonus. Relevant 2017: 50 Kobo 2017: N45,138m FRC/2016/NBA/00000015857 forms are attached to this Annual Report for completion to % change: -70% % change: 0% 08 August 2018 furnish the particulars of these accounts to the Registrar. Rights of Shareholders to Ask Questions Pursuant to Rule 19.12© of The Nigerian Stock Exchange Rulebook 2015, shareholders have the right to ask questions PZ Cussons Nigeria PLC not only at the Meeting, but also in writing prior to the * Final dividend of 15 Kobo per share for 2018 proposed is subject to approval by the shareholders at AGM. 45/47, Town Planning Way Meeting and such questions shall be submitted to the Company Secretary not later than two weeks before the ** Net asset is total asset less total liability. Ilupeju Industrial Estate *** Operating profit has been adjusted for exchange loss impact and which has been separated from Cost of Sales as in previous financials. date of the Meeting. Lagos www.pzcussons.com.ng PZ Cussons Nigeria PLC Annual Report and Accounts 2018 06 07 PZ Cussons Nigeria PLC Annual Report and Accounts 2018 A further streamlining and rebates that are receivable from the market leader in the baby soap optimization of the product Nigerian government that we segment. portfolio to bring more focus on mentioned in prior year report is In the Home care range, Morning key brands and categories and to still included in our total assets. Fresh grew and retained market restore margins. These are referred to in more detail leadership despite strong A further consolidation of existing in the notes to the financial competition from 3 major players in Distinguished shareholders, ladies and gentlemen infrastructure and facilities to statements. the market. We also introduced a create synergies and improve We continue to maintain a strong small penetration pack to It gives me great pleasure to welcome you all to the 70th Annual General Meeting of your efficiency on the supply chain side cash position which underlines the accelerate category establishment company to present the Annual Report and Financial Statements for the year ended 31 of the business.