Connected. First Bank of Nigeria Limited | Annual Report and Accounts 2013 2 CORPORATE FINANCIAL INTRODUCTION BUSINESS REVIEW RISK FACTORS GOVERNANCE STATEMENTS Connected. Growth through connected solutions As a Group, we are exploiting synergies and optimising cross-selling between our subsidiary businesses to become more effective and increase value for our shareholders. Being more ‘connected’ as a Group means we can create an improved service for all our customers. By listening to them and understanding their diverse needs, we can provide innovative products and solutions that better connect us to them. It is this sort of forward thinking that has helped us evolve to become one of the leading financial services in Sub-Saharan Africa. FIRST BANK OF NIGERIA LIMITED | ANNUAL REPORT AND ACCOUNTS 2013 3 CORPORATE FINANCIAL INTRODUCTION BUSINESS REVIEW RISK FACTORS GOVERNANCE STATEMENTS USING THIS INTERACTIVE PDF At the top of each page Using links in the report click on the symbols to: y The contents list on the next page includes links to each of the report Jump back sections as well as to specific to contents chapters within these sections. Move back one page y The report text also includes related links to other relevant areas of the document, as well as external Move forward one page websites and email addresses. y To follow a link, simply move your Print this report or cursor over the section or chapter individual pages you would like to view and click. Search the text in y You can also click on the titles along this report the top of each page to jump to the start of a section. The term ‘FBN Holdings Plc’ or the ‘Group’ means FBN Holdings together with This report encompasses First Bank of Nigeria Limited. It is the second its subsidiaries, which include First Bank of Nigeria Limited. FBN Holdings annual report prepared under the International Financial Reporting Standards, Plc is a financial holding company incorporated in Nigeria on 14 October which the Company has adopted. Consequently, prior-year results have been 2010. The Company was listed on the Nigerian Stock Exchange under the restated to be consistent with this reporting standard. Unless otherwise ‘Other Financial Services’ sector on 26 November 2012 and has issued and stated, the income statement analysis compares the 12 months to December fully paid-up share capital as 32,632,084,345 ordinary shares of 50 kobo 2013 to the corresponding 12 months of 2012, and the balance sheet each (N16,316,042,172.50). In this report the abbreviations ‘N’mn’ and ‘N’bn’ comparison relates to the corresponding position at 31 December 2012. represent millions and billions of naira respectively. Unless otherwise stated, all disclosed figures relate to continuing operations. Relevant terms that are used in this document but are not defined under FBN Holdings Plc is structured under four business groups, namely: applicable regulatory guidance or International Financial Reporting Standards Commercial Banking, Investment Banking and Asset Management, Insurance, (IFRS) are explained in the glossary or abbreviation section of this report. This and Other Financial Services. report is also available online at www.fbnholdings.com. y The Commercial Banking business group comprises First Bank of Nigeria Limited, FBN Bank (UK) Limited, Banque Internationale de Crédit (BIC), There will be an option to view a navigable PDF copy of the FBN First Pension Custodian Nigeria Limited and FBN Mortgages Limited. Holdings report and the First Bank of Nigeria report as well as standard Others include the International Commercial Banks (ICB) in Ghana, PDFs of other available subsidiary reports at the download centre on Guinea, the Gambia and Sierra Leone. First Bank of Nigeria Limited is the ir.fbnholdings.com. Information on outstanding dividend claims and a lead entity of the Commercial Banking business group. list of all our branch locations, is available on request by contacting FBN Holdings Plc Investor Relations department, Samuel Asabia House, y Investment Banking and Asset Management business group consists of 35 Marina Street, Lagos. FBN Capital Limited, First Trustees Nigeria Limited, First Funds Limited and FBN Securities Limited. FBN Capital Limited is the lead entity of the Investment Banking and Asset Management business group. y The Insurance business group comprises FBN Life Assurance Limited (now FBN Insurance Limited) and FBN Insurance Brokers Limited. y Other Financial Services business group includes FBN Microfinance Bank Limited (FBN MFB). FIRST BANK OF NIGERIA LIMITED | ANNUAL REPORT AND ACCOUNTS 2013 4 CORPORATE FINANCIAL INTRODUCTION BUSINESS REVIEW RISK FACTORS GOVERNANCE STATEMENTS IN THIS REPORT INTRODUCTION RISK FACTORS OVERVIEW 6 CHIEF RISK OFFICER’S REPORT 136 WHO WE ARE 7 RISK MANAGEMENT FRAMEWORK 139 WHAT WE DO 7 RISK MANAGEMENT DISCLOSURES 142 HOW WE ARE STRUCTURED 8 FINANCIAL STATEMENTS BUSINESS MODEL SUMMARY 9 STRATEGIC APPROACH 9 DIRECTORS AND ADVISORS 171 PERFORMANCE HIGHLIGHTS 11 DIRECTORS’ RESPONSIBILITY 172 CHAIRMAN’S STATEMENT 14 STATEMENT OF FINANCIAL POSITION 173 LEADERSHIP AND GOVERNANCE 17 INCOME STATEMENT 175 AWARDS 20 STATEMENT OF COMPREHENSIVE INCOME 176 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 177 BUSINESS REVIEW BANK STATEMENT OF CHANGES IN EQUITY 179 GROUP MANAGING DIRECTOR’S REVIEW 24 STATEMENT OF CASH FLOWS 180 OPERATING ENVIRONMENT 27 NOTES TO THE ANNUAL FINANCIAL STATEMENTS 181 STRATEGY AND PERFORMANCE 29 TRANSITION TO IFRS 298 OVERVIEW 29 STATEMENT OF VALUE ADDED – GROUP 308 WHAT DIFFERENTIATES US? 30 STATEMENT OF VALUE ADDED – BANK 309 BUSINESS MODEL 31 FIVE-YEAR FINANCIAL SUMMARY – BANK 310 STRATEGY AND PERFORMANCE 32 FIVE-YEAR FINANCIAL SUMMARY – GROUP 312 2014–2016 CORPORATE STRATEGY 38 DIVISIONAL REVIEWS 40 GLOSSARY OF RATIOS 314 FINANCIAL REVIEW 54 ABBREVIATIONS 316 RELATIONSHIPS AND RESPONSIBILITY 67 CONTACT INFORMATION 318 INTRODUCTION 67 CUSTOMERS 73 COLLEAGUES 82 COMMUNITIES 90 CORPORATE GOVERNANCE CHAIRMAN’S STATEMENT 95 KEY GLOBAL TRENDS IN CORPORATE GOVERNANCE 98 LEADERSHIP 100 REMUNERATION REPORT 118 EFFECTIVENESS 119 ACCOUNTABILITY 124 INTERNAL CONTROL 127 ENGAGEMENT 130 DIRECTORS’ REPORT 132 FIRST BANK OF NIGERIA LIMITED | ANNUAL REPORT AND ACCOUNTS 2013 5 CORPORATE FINANCIAL INTRODUCTION BUSINESS REVIEW RISK FACTORS GOVERNANCE STATEMENTS 6 OVERVIEW 17 LEADERSHIP AND GOVERNANCE 11 PERFORMANCE HIGHLIGHTS 20 AWARDS 14 CHAIRMAN’S STATEMENT INTRODUCTION The FirstBank strategy report covers the 2013 operating year. It includes an analysis of our business model, corporate strategy, business performance during the year and our outlook for the future. “As promised at the 2012 financial year- end, the Bank has again raised the bar for the industry by delivering strong top- and p11 bottom-line results.” Prince Ajibola Afonja Chairman Performance p14 highlights FIRST BANK OF NIGERIA LIMITED | ANNUAL REPORT AND ACCOUNTS 2013 6 CORPORATE FINANCIAL INTRODUCTION BUSINESS REVIEW RISK FACTORS GOVERNANCE STATEMENTS 6 OVERVIEW 17 LEADERSHIP AND GOVERNANCE 11 PERFORMANCE HIGHLIGHTS 20 AWARDS 14 CHAIRMAN’S STATEMENT OVERVIEW First Bank of Nigeria is the principal bank subsidiary of FBN Holdings. FBN Holdings is the recently established Nigeria-based (non-operating) financial holding company for the banking and non-banking operations of FirstBank. The subsidiaries of FBN Holdings offer a broad range of products and services, predominantly from Nigeria, including commercial banking, investment banking, insurance and microfinance. OUR GROUP STRUCTURE FBN Holdings Plc (FBNH) INVESTMENT BANKING COMMERCIAL BANKING AND ASSET MANAGEMENT FIRST BANK OF NIGERIA LTD FBN CAPITAL LTD FBN BANK (UK) LTD FIRST TRUSTEES NIGERIA LTD BANQUE INTERNATIONALE FBN CAPITAL ASSET DE CRÉDIT MANAGEMENT LIMITED FIRST PENSION CUSTODIAN FBN SECURITIES LTD NIGERIA LTD FBN MORTGAGES LTD FIRST FUNDS LTD ICB GHANA ICB GAMBIA ICB GUINEA ICB SIERRA LEONE INSURANCE OTHER FINANCIAL SERVICES FBN INSURANCE LTD FBN MICROFINANCE BANK LTD FBN INSURANCE BROKERS LTD FIRST BANK OF NIGERIA LIMITED | ANNUAL REPORT AND ACCOUNTS 2013 7 CORPORATE FINANCIAL INTRODUCTION BUSINESS REVIEW RISK FACTORS GOVERNANCE STATEMENTS 6 OVERVIEW 17 LEADERSHIP AND GOVERNANCE 11 PERFORMANCE HIGHLIGHTS 20 AWARDS 14 CHAIRMAN’S STATEMENT WHO WE ARE bank with representative offices in Paris; Banque Internationale de Crédit (BIC) – a leading tier 2 bank headquartered in the Democratic Republic of First Bank of Nigeria Limited (FirstBank) is the largest banking group by Congo (DRC); International Commercial Bank (ICB) – a portfolio of four assets in Sub-Saharan Africa (excluding South Africa, i.e., ‘middle Africa’) West African banks (Ghana, Gambia, Guinea and Sierra Leone) acquired offering banking services to a rich network of both individual customers and in 2013; and First Pension Custodian Limited (FPCNL), providing pension businesses. First Bank of Nigeria Limited represents the main legal entity fund custody services. Other subsidiaries include FBN Mortgages Limited, a and previously played an operating holding company function before the primary mortgage institution (PMI). implementation of FBN Holdings Plc. Other entities under FirstBank include FBN Bank (UK) Limited – a fully licensed Prudential Regulation Authority FBN BANK (UK) LIMITED ICB SIERRA 100% LEONE 100% BANQUE 75% INTERNATIONALE DE CRÉDIT (BIC) ICB GUINEA 100% 100% FIRST PENSION CUSTODIAN FIRST BANK OF LIMITED NIGERIA LIMITED 100% 100% FBN MORTGAGES LIMITED 100% ICB GAMBIA ICB GHANA WHAT WE DO The Nigerian retail banking industry will experience strong growth over the medium term, which we expect to benefit from given our industry-leading The Nigerian banking business operates nationally and boasts an active position. Rapid growth in the segment will be driven by overall economic customer account base of over 8.5 million accounts served through a large growth, population growth, increased banking penetration and the resulting distribution network consisting of 760 branches, 2,437 ATMs and 13,283 uptake of banking products. Our wholesale banking business serves business point-of-sale terminals (POS). Under FBN Holdings, FirstBank represents 8% and public sector customers, with products such as corporate lending/ of pre-tax profit at N89 billion for FirstBank only and Banking Group N87.5 financial advisory services and transaction banking services including cash billion. In the Commercial Banking Group, returns on equity (ROE) of 16.9% collections, liquidity management, payments, trade finance and foreign rank it first among all business groups. The Bank offers a full suite of banking exchange (FX). In addition, increased demand for cross-border services is products and services to individual, retail and wholesale customers (i.e., expected as Nigerian corporates (e.g., Dangote, Oando) expand into other corporations of all sizes and the public sector). Our retail business covers African countries. the spectrum of individual customers, i.e., mass market, affluent, and high net worth individuals (HNI). We also serve the small and medium enterprises (SME) segment (defined as businesses with up to N500 million in annual turnover) within our retail group. Key consumer banking products include credit cards, retail mortgages, investment products and transaction banking solutions offered on a strong alternative channel network. FIRST BANK OF NIGERIA LIMITED | ANNUAL REPORT AND ACCOUNTS 2013 8 CORPORATE FINANCIAL INTRODUCTION BUSINESS REVIEW RISK FACTORS GOVERNANCE STATEMENTS 6 OVERVIEW 17 LEADERSHIP AND GOVERNANCE 11 PERFORMANCE HIGHLIGHTS 20 AWARDS 14 CHAIRMAN’S STATEMENT HOW WE ARE STRUCTURED Finally, FBN Mortgages Limited is a PMI. It provides integrated mortgage solutions to individuals, estate developers and property investors. Headquartered in Lagos, FirstBank also has a network of representative FBN Mortgages is in the process of selling down its real estate assets in line offices in Abu Dhabi, Beijing and Johannesburg set up to capture trade- with regulations. related businesses between respective geographies. Marketing activities are organised along six customer segments allowing for greater specialisation and The Nigerian financial services market remains one of the largest in the region an increased customer value proposition. The customer segments served by and our business model and strategy has been designed to defend our current each Strategic Business Unit are: size advantage while extending our leadership along efficiency metrics. We y Institutional Banking believe that setting aspirational, yet attainable objectives – and pursuing y Corporate Banking these in a disciplined fashion according to a robust, practical strategy – will be central to our continued success as one of West Africa’s largest and y Commercial Banking fastest-growing financial institutions. y Retail Banking y Private Banking y Public Sector More information on each Strategic Business Unit (SBU) and its performance Institutional Federal Government during the year is presented on pages 40 to 53. FBN Bank UK is headquartered in London and also operates a representative High net worth office in Paris. It offers a full suite of commercial banking services including individuals personal banking, corporate banking and correspondent banking. Corporate BIC is the third largest commercial bank in the DRC with revenues of N8.4 billion. State Commercial Affluent Government ICB is a recent addition to the banking portfolio with our acquisition of a 100% equity stake in a portfolio of four West African banks (i.e., in Ghana, Guinea, Sierra Leone and Gambia) during the fourth quarter of 2013. Small and Mass market Local First Pension Custodian Limited (FPCNL) provides warehousing and asset Medium government management services to licensed pension fund managers. Enterprises BUSINESS INDIVIDUALS GOVERNMENT I INSTITUTIONAL BANKING C CORPORATE BANKING C COMMERCIAL BANKING y Grow lending in right portfolio mix/ y Manage risk with large clients and drive fee y Serves the lower middle segment of the concentration. income through payments, account turnover, business banking value chain. y Ensure linkage of lending to transaction trade finance, etc. y Companies with annual turnover of more banking/fee sources (e.g., cash management, y Grow small ticket lending at right price to than N500 million and up to N5 billion. trade finance, risk products). large number of corporate customers. y Leverage value chains of institutional clients. y Establish strong acquisition pipeline for new/ y Deepen capabilities for growth sectors (e.g., referred corporate customers. PS PUBLIC SECTOR infrastructure). y Optimise RM coverage/deployment model but y Target revenue/expenditure accounts manage cost for sales and service across the (e.g., Federation Accounts and Allocation diverse segment. Committee) in wealthiest states and R RETAIL BANKING business in key ministries, departments and agencies (MDAs). y Continue to generate low-cost stable funding via current and savings accounts P PRIVATE BANKING y Drive value-added services (e.g., collections, (CASA) deposit mobilisation. y Drive customer acquisition and contribution payment services). y Make significant strides in acquiring affluent to FirstBank Group with defined y Optimise lending within regulatory and small business customers as well as youth. referral management system and Group cross- limits and extend via public-private sell incentives. partnership (PPP) participation and y Expand consumer and small business credit y Drive transaction and fee income via investment other Group offerings (e.g., IBAM state (secured lending, cards). products/assets under management (AUM) bond issues). y Align sales and service costs to value and interest income via credit cards and of customers. mortgages (onshore/offshore). y Establish strong mobile money offering. FIRST BANK OF NIGERIA LIMITED | ANNUAL REPORT AND ACCOUNTS 2013 9 CORPORATE FINANCIAL INTRODUCTION BUSINESS REVIEW RISK FACTORS GOVERNANCE STATEMENTS 6 OVERVIEW 17 LEADERSHIP AND GOVERNANCE 11 PERFORMANCE HIGHLIGHTS 20 AWARDS 14 CHAIRMAN’S STATEMENT BUSINESS MODEL SUMMARY model stems from the high-quality (annuity type) income structure and the current regulation limiting pension scheme contributors from transfer between FirstBank is a leading Nigerian commercial banking group providing a range of pension fund administrators (PFAs). Notwithstanding, FPCNL continues to banking and non-bank financial services to individual and corporate customers. drive a number of efficiency initiatives to optimise its cost profile. Over the years, FirstBank has built a formidable deposit-gathering machine by leveraging a number of key structural advantages. These include a massive The Nigerian financial services market remains one of the largest in the region network of branches, a large retail client base, and strong relationships with and our business model and strategy has been designed to defend our current the public sector and top institutional corporates. size advantage while extending our leadership along efficiency metrics. BANKING STRATEGIC APPROACH The business model for our banking services is designed around our capacity to serve retail, corporate and public sector customers across Nigeria with a At the onset of the current strategy planning cycle (i.e., 2011–2013), range of deposit, lending, transactional, trade and FX products. The primary the FirstBank Group prioritised large-scale structural changes designed to source of income is derived from extending credit at a rate marginally above accelerate growth and deliver industry leadership. The Bank set a strategic the cost of safeguarding deposits. To provide value to our customers, we intent ‘to lead in each business unit and as a bank overall across a range of leverage our strategic advantage in customer relationships, well respected performance and health indicators’. brand, and wide multi-channel distribution network. With over 8.5 million To achieve this, FirstBank laid out specific strategies. The strategies supporting active customer accounts, leadership driven by efficiency, customer service the financial priorities were designed to maximise and leverage the Bank’s and relationship focus is the key priority. We believe a customer-centric competitive advantage by increasing fees and commissions, enhancing pricing model will enable us to deliver sustainable value to our shareholders. to match the market, ensuring cost optimisation and keeping the current low- cost fund advantage by mobilising low-cost deposits. With respect to non- NON-BANKING financial priorities, FirstBank focused on revamping the customer experience On the non-banking side, First Pension Custodian (FPCNL) provides custodian within the Bank, and getting the best out of staff through targeted talent services to pension fund administrators. Income is mainly derived from management actions as well as a robust performance management system. custody fees driven by the market value of total custody assets. We also generate revenue from money market investments. The sustainability of this 2011–2013: Financial and non-financial priorities CORPORATE STRATEGY I INSTITUTIONAL Improved value proposition and FINANCIAL BANKING tailored solutions to serve PRIORITIES largest corporations NON-FINANCIAL PRIORITIES y Finecerse aasned commissions C C BAONRKPOINRGATE Lpeenndeitnrgat aiotn m oaf nmagide-ds irzisekd; cimorpproorvaetde s y Service excellence y Selective loans and y Credit quality/ advances creation PS PUBLIC Bank of choice for government bodies process excellence y Pricing optimisation SECTOR at the Federal and State levels y Brand transformation y Low-cost deposit y Talent management liability generation R R ETAIL Strong affluent/SME customer y Performance BANKING acquisition with continued deposit y Operating expense management drive and credit expansion containment P PRIVATE Premium/differentiated sales BANKING and service model for high net worth individuals FIRST BANK OF NIGERIA LIMITED | ANNUAL REPORT AND ACCOUNTS 2013 10 CORPORATE FINANCIAL INTRODUCTION BUSINESS REVIEW RISK FACTORS GOVERNANCE STATEMENTS 6 OVERVIEW 17 LEADERSHIP AND GOVERNANCE 11 PERFORMANCE HIGHLIGHTS 20 AWARDS 14 CHAIRMAN’S STATEMENT 2014–2016 ASPIRATIONS FirstBank is the market leader in Nigeria, with gross earnings of N372.6 billion and revenue market share of 14%. The Bank’s revenues have been growing Nigeria is the 13th fastest growing economy globally. With the largest faster than those of its peers over the last three years. This leadership population in Africa and one of the fastest population growth rates in the position is particularly driven by strong performance in the mass segment. world, banks will be faced with a continuous flow of new bank customers. The SME and affluent segments (source of most future growth) account for Banking penetration is still low, and there is significant opportunity to increase a much smaller share of revenue compared to market average. Retail banking wallet share. In the corporate segment, economic reforms are expected to drives 58% of overall Bank net revenue. generate new demand for project financing and transaction banking. Increased demand for cross-border services is also expected as Nigerian corporates To continue building on its strengths and successfully address challenges, expand into other African countries. FirstBank has outlined an ambitious set of aspirations and targets to surpass analyst expectations over the next three years. In support of these efforts, Furthermore, the current economic recovery is improving customers’ ability the Bank has also outlined a set of strategic goals and key enablers. The to service debt, and banks have an opportunity to increase the efficiency of agreed three strategic themes are to: their distribution via alternative channels. These developments are expected to lead to: y attain leadership in mid-market and corporate; y a revenue growth rate of 17% cumulative annual growth rate (CAGR) for y drive efficiency and sweat the assets; and the banking sector; y bring service delivery excellence to the Bank’s customers. y a growth of 18% CAGR in the retail market, resulting in an estimated 2016 revenue pool of more than N1.7 trillion; The Bank is adopting a strategy centred on client segments, and has set y significant growth opportunity in the SME sector, particularly the affluent segment-specific market share aspirations for 2013–2016. In the retail and mass segments; and market, the aspiration is to grow market share of the SME segment from 11% to 15%, and of the affluent segment from 5% to 6%. In the wholesale y a forecast to growth of 16% CAGR over the 2013–2016 period in the market, the Bank aspires to defend its market share in public sector and wholesale market, creating an overall revenue pool of N2 trillion by 2016. institutional, while accelerating growth in the other segments. The Bank’s However, new regulation is eroding profitability in the banking sector. The aspiration is to grow market share of the corporate segment from 9% to Central Bank of Nigeria’s (CBN’s) ‘Revised Guide to Bank Charges’ is expected 10%, and the emerging corporate segment from 3% to 5%. to wipe out ~25% of fees and commission income or ~5% of total bank To reach its strategic goals, the Bank has identified seven priority initiatives. revenue. On the funding side, the CBN has stipulated a minimum interest rate on savings accounts and the cash reserve ratio (CRR) of 30% of 1. Transform each branch into a best-in-class service and sales machine. monetary policy rate and 50% on local currency public sector deposits as at 2. Develop an RM sales excellence programme. 31 December 2013; however this has been reviewed to 75% as at January 3. Launch an integrated cost containment programme. 2014. The CBN also plans to introduce a surcharge on the capital adequacy 4. Build a distinctive transaction banking capability. requirements for systemically important financial institutions (SIFIs). In addition, SIFIs will need to raise their ratio of tier 1 capital versus total 5. Be the commercial bank of choice. qualifying capital from 15% to 16%. To mitigate these challenges, banks will 6. Drive aggressive non-performing loan (NPL) management. need to seek new areas in which to charge fees, and to increase cross-selling 7. Aggressively pursue a service excellence programme. with their non-bank business units. 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