Flour Mills of Nigeria Plc Annual report March 31, 2017 Flour Mills of Nigeria Plc Annual report for the year ended March 31, 2017 Index The reports and statements set out below comprise the annual report presented to the members: Index Page Report of The Directors 2 - 12 Audit Committee Report 13 Directors' Responsibilities in Relation to the Financial Statements 14 Independent Auditor's Report 15 - 19 Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income 20 Consolidated and Separate Statements of Financial Position as at March 31, 2017 21 Consolidated Statement of Changes in Equity for the year ended March 31, 2017 Separate 22 Statement of Changes in Equity as at March 31, 2017 23 Consolidated and Separate Statements of Cash Flows 24 Notes to the Annual Report 25 - 102 Other National Disclosures 103 - Consolidated and Separate Statements of Value Added 104 - 105 - Five Year Financial Summary 106 - 107 Flour Mills of Nigeria Plc Annual report for the year ended March 31, 2017 Board of Directors, Officers and Other Corporate Information Directors Mr. George S. Coumantaros (Chairman Emeritus) * (U.S. Citizen) John G. Coumantaros (Chairman) (U.S. Citizen) Dr. (Chief) Emmanuel A. Ukpabi (KJW) (Vice- Chairman) Paul Miyonmide Gbededo (Group Managing Director) Alhaji Abdullahi A. Abba Prof. Jerry Gana, CON Alfonso Garate (Spanish) Alhaji Rabiu M. Gwarzo, OON Ioannis Katsaounis (Greek) Thanassis Mazarakis (Greek) Atedo N.A Peterside, CON Foluso O. Philips Alhaji Y. Olalekan A. Saliu Folarin R. A. Williams Mrs Salamatu Hussaini Suleman Appointed 8th March 2017 Secretary Joseph Odion Umolu Company registration number RC 2343 Date of incorporation September 29, 1960 Independent Auditors KPMG Professional Services KPMG Tower Bishop Aboyade Cole Street Victoria Island Lagos Registered office / Business address 1, Golden Penny Place, Wharf Road Apapa, Lagos Registrars and Transfer office Atlas Registrars Ltd 34 Eric Moore Road, Iganmu, (Bagco Building) P.O.Box 341, Apapa, Lagos Bankers Access Bank Plc Skye Bank Plc Citibank Nigeria Limited Stanbic IBTC Bank Plc Diamond Bank Plc Suntrust Bank Limited Ecobank Nigeria Plc Union Bank of Nigeria Plc Fidelity Bank Plc United Bank for Africa Plc First Bank of Nigeria Limited Wema Bank Plc First City Monument Bank Zenith Bank Plc Guaranty Trust Bank Plc Heritage Bank Limited Providus Bank Limited *Deceased on 17 October 2016. 1 Flour Mills of Nigeria Plc Annual report for the year ended March 31, 2017 Report of The Directors 1. Accounts The Directors are pleased to present the annual report together with the audited consolidated and separate financial statements of the company and its subsidiaries (together, “the Group”) for the year ended 31st March, 2017. 2. Legal form The Company was incorporated in Nigeria on 29th September, 1960 as a private limited liability company and converted to a public liability company in November, 1978. The shares are currently quoted on the Nigerian Stock Exchange. 3. Principal activities The group is primarily engaged in flour milling; production of pasta, noodles, edible oil and refined sugar; production of livestock feeds; farming and other agro-allied activities; distribution and sale of fertilizer; manufacturing and marketing of laminated woven polypropylene sacks and flexible packaging materials; operation of Terminals A and B at the Apapa Port; customs clearing, forwarding and shipping agents and logistics. 4. Results Group Company 31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16 N '000 N '000 N '000 N '000 Revenue 524,464,448 342,586,459 375,225,284 247,876,504 Operating profit 41,439,897 9,052,143 29,948,911 4,300,173 Profit before taxation 10,472,847 11,489,278 10,979,579 6,248,497 Profit for the year 8,836,452 14,420,284 9,829,046 10,425,786 Total comprehensive income for the year 9,598,943 13,860,828 10,473,401 9,950,884 5. Dividend The Directors are pleased to recommend to shareholders at the forthcoming annual general meeting the declaration of a total of N2.62 billion (2016: N2.62 billion) representing a dividend of N1.00 (2016: N1.00) per ordinary share of 50 kobo each. This dividend is to be declared out of accumulated pioneer profit. 6. Directors and directors' interests The names of Directors who are currently in office are detailed on page 1. In accordance with the Company’s Articles of Association, the following Directors retire and, being eligible, offer themselves for re-election at the next Annual General Meeting: Retiring by rotation: Mr. Ioannis Katsaounis Mr. Thanassis Mazarakis Alhaji Olalekan Saliu Mr. Folarin Williams Mrs. Salamatu Suleiman No Director has an interest in contracts. Mrs. Salamatu Suleiman who was appointed to the Board as a Non–Executive Director of the company on Wednesday, 8th March 2017 will seek confirmation of her appointment at the Annual General Meeting. No Director has a service contract not determinable within five years. 2 Flour Mills of Nigeria Plc Annual report for the year ended March 31, 2017 Report of The Directors In accordance with the Company’s Articles of Association, the following Directors retire and, being eligible, offer themselves for re-election at the next Annual General Meeting: Retiring by rotation: Mr. Ioannis Katsaounis Mr. Thanassis Mazarakis Alhaji Olalekan Saliu Mr. Folarin Williams Mrs. Salamatu Suleiman No Director has an interest in contracts. Mrs. Salamatu Suleiman who was appointed to the Board as a Non–Executive Director of the company on Wednesday, 8th March 2017 will seek confirmation of her appointment at the Annual General Meeting. No Director has a service contract not determinable within five years. 7. Directors' interests in shares The Directors’ interests in the issued share capital of the Company as recorded in the Register of members and/or as notified by them for the purpose of Section 275 of the Companies and Allied Matters Act,Cap C20 Laws of the Federation of Nigeria, 2004 are as follows: Interests in shares 31-Mar-17 31-Mar-16 Director Direct Indirect Direct Indirect ** Mr. George S. Coumantaros - - - - ** John G. Coumantaros - - - - Alhaji Abdullahi A. Abba 12,343 - 12,343 - Dr. (Chief) Emmanuel A. Ukpabi (KJW) 4,194,986 - 4,194,986 - Paul Miyonmide Gbededo 1,667,370 - 1,167,370 - Prof. Jerry Gana, CON 44,000 - 44,000 - Ioannis Katsaounis 2,570,765 - 2,570,765 - Folarin R. A. Williams 30,082 - 30,082 - *Atedo N.A Peterside, CON - 2,500,000 - 2,150,000 Alhaji Rabiu M. Gwarzo, OON 199,722 - 199,722 - Alhaji Y. Olalekan A. Saliu 1,608,985 - 1,608,985 - Foluso O. Philips - - - - Alfonso Garate - - - - Thanassis Mazarakis - - - - Mrs Salamatu Hussaini Suleman - - - - *Mr. Atedo N. A. Peterside, CON owns these shares indirectly through The First ANAP Domestic Trust. **Mr. George S. Coumantarous and Mr. John G. Coumantarous represents Exclesior Shipping Company Limited. See note 1.4 of the financial statements. 8. Profile of Directors seeking re-election The profile of Directors seeking re-election at the Annual General Meeting. Mr. Ioannis Katsaounis Mr. Ioannis Katsaounis is a non-executive member of the Board of Directors of Flour Mills of Nigeria Plc, a position he has occupied since September, 1993. 3 Flour Mills of Nigeria Plc Annual report for the year ended March 31, 2017 Report of The Directors Mr. Katsaounis holds a Graduate Degree in Economics University of Geneva (1972); Graduate Degree in Regional Development, University of Athens (1975); Bachelor of Science Degree in Mechanical Engineering (University of Minnesota 1969) and an MBA in Economics from the University of California, Berkeley (1970). He is an alumnus of Harvard Business School of Post Graduate Studies. Prior to joining Flour Mills, Mr. Katsaounis was the founder and owner of Plexus Construction Company, Greece (1974 – 1985). He has also served as Managing Director and General Manager of Alucanco S.A. Greece, an aluminum cans manufacturing company (1985-2000). Mr. Thanassis Mazarakis Thanassis Mazarakis is a non-executive member of the Board of Directors of Flour Mills of Nigeria PLC, a position he has occupied since 3rd July, 2006. He holds a Bachelor of Arts degree from Princeton University (1984) and a Masters in Business Administration from the Wharton School at the University of Pennsylvania (1985). Prior to joining Flour Mills, Mr. Mazarakis has held numerous finance, marketing and general management positions. Most recently he was the Chief Financial Officer of the Prudential Insurance Company of America, one of the largest US life insurance companies, and the Chief Executive Officer of Chase Merchant Services, the largest global credit and debit card transaction processor. Mr. Folarin Rotimi Abiola Williams Mr. F. R. A. Williams Jnr, a Chemical Engineer and a legal practitioner, joined the Board of Flour Mills of Nigeria Plc as a non-executive member on 20th May, 2005. He was educated at Imperial College of Science and Technology, London where he graduated BSc. (Hons.) AGGI Chemical Engineering. He received an award for Outstanding Work in the Humanities at the University of London in 1976. Following a study at Selwyn College Cambridge from 1981 to 1983, Mr. Williams obtained MA Cantab Law and subsequently attended the Nigerian Law School from 1983 to 1984. Mr. Williams is a highly experienced legal practitioner who is principally active in commercial and corporate advisory work and litigation. He is currently serving on the Board of Pharma-Deko Plc, G. Cappa Plc, Smithkline Beecham Plc and a number of other companies. Alhaji Y. Olalekan A. Saliu Alhaji Saliu is a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN) and a Fellow of Association of Certified Chartered Accountants, U.K.. Alhaji Saliu who holds an Upper Second Class honours Bachelor of Science Degree in Economics, University of Ibadan (June 1969) had a brief stint with the Civil Service of the old Western Nigeria before travelling to the United Kingdom in January 1971 for training in Accountancy which he completed in June 1973.