INTERNATIONAL BREWERIES PLC AUDITED REPORT AND FINANCIAL STATEMENTS FOR NINE (9) MONTHS YEAR ENDED 31 DECEMBER, 2017 INTERNATIONAL BREWERIES PLC FINANCIAL STATEMENTS TABLE OF CONTENTS Page Corporate information 1 Financial highlights 2 Report of the directors 3 Statement of Directors' responsibilities 14 Report of the Audit Committee 15 Report of the independent Auditors 16 Statement of profit or loss and other comprehensive income 18 Statement of financial position 19 Statement of changes in equity 20 Statement of cash flows 21 Notes to the financial statements: 22 Significant accounting policies 23 Other notes to the accounts 36 Statement of value added 52 Five-year financial summary 53 - Page 1 - INTERNATIONAL BREWERIES PLC CORPORATE INFORMATION Chairman: Mr. Sunday Akintoye Omole Directors: Mrs. Annabelle Degroot (South African) - MD Designate - (appointed:11 Oct.,2017) Mr Michael Oerlemans (South African) - Chief Operating officer – (resigned 28 Feb. 2018) Mr. Gustav Van Heerden (South African) - (resigned 19 March, 2018) Mr. Christopher Tyne (South African) - Executive (resigned 19 March, 2018) Mr. Zuber Momoniat (South African) - (appointed 26 February, 2018) Mr. Ryan Martin (South African) - (resigned: 12 Sept.,2017) Mr. Andries Du Plessis (South African) - (resigned: 11 Oct.,2017) Mr. Folorunsho Awomolo Mrs. Afolake Lawal Alternate Directors: Mr. Olugbenga Awomolo (Mr. Folorunsho Awomolo) Ms. Abisola Olabinjo (Mrs. Afolake Lawal) Company Secretary: Mr. Muyiwa Ayojimi Registered Office: Lawrence Omole Way, Omi Asoro, Ilesa. Brewery Plants: Ilesa Plant Lawrence Omole Way Omi-Asoro, Ilesa Osun State Onitsha Plant SABMiller Drive, Harbour Industrial Layout Onitsha Anambra State Port Harcourt Plant 186/187 Trans-Amadi Industrial Layout Oginigba, Port Harcourt, Rivers State. Registered Number: RC 9632 Independent Auditors: Baker Tilly Nigeria, Chartered Accountants, Zion House, 46 Alaafin Avenue, Oluyole Industrial Estate, Ibadan. Email: [email protected] Registrar: Apel Capital Registrars Limited, No. 18 Alhaji Bashorun Street, Off Norman Williams street, Ikoyi, Lagos. Email: [email protected] Main Bankers: CitiBank Limited Ecobank Plc. First Bank of Nigeria Plc. Guaranty Trust Bank plc. Skye Bank Plc. Stanbic IBTC Plc. Standard Chartered Bank Limited. Union Bank of Nigeria Wema Bank Plc. Zenith Bank Plc. Rand Merchant Bank Ltd. - Page 2 - INTERNATIONAL BREWERIES PLC FINANCIAL HIGHLIGHTS December March Increase/ 2017 2017 (Decrease) N’000 N’000 % Key items in statement of comprehensive income: Revenue 36,527,807 32,711,218 11.67% Gross profit 13,707,887 15,164,459 (9.61%) (Loss)/Profit before tax (3,199,616) 2,891,749 (211%) Total comprehensive income for the year 1,429,320 1,034,357 38% Key items in statement of financial position: Total assets 253,820,704 44,962,735 465% Total liabilities 211,444,712 31,083,975 580% Total equity as at end of the year 42,375,992 13,878,760 205% Key cash flow items from/ (applied to): Net cash flow from operating activities 110,020,801 11,403,456 865% Cash and cash equivalents at end of year 8,098,186 1,165,203 595% Key ratios: Net return on total equity 3% 7% (57%) Gross profit to revenue 38% 46% (17%) Operating result on revenue 9% 25% (64%) Operating result on total assets 1% 18% (94%) Debt to equity 215% 96% (119%) Headcount: Number of employees 1,448 556 160% Information per 50kobo ordinary share: Earnings per share 17 kobo 31 kobo (45%) Net assets per share 493kobo 421 kobo 17% - Page 3 - INTERNATIONAL BREWERIES PLC REPORT OF THE DIRECTORS The directors have the pleasure in submitting their report together with the audited annual financial statements for the nine-month period ended 31 December 2017. 1 Legal form International Breweries Plc was incorporated as a private limited liability company on 22 December, 1971 and became a public limited liability company on 26 April, 1994. 2 Principal activities and business review The principal activities of the company continue to be brewing, packaging and marketing of beer, alcoholic flavoured and non-alcoholic beverages and soft drinks. 3 Operating summary 9-Months ended 12-Months ended December March 2017 2017 N’000 N’000 Revenue 36,527,807 32,711,218 ======== ======== (Loss)/Profit before tax (3,199,616) 2,891,749 Taxation 4,628,936 (1,857,392) Profit after tax for the period 1,429,320 1,034,357 ======== ======== Per 50 kobo share data Market value as at 31 December, 2017 (Naira) 54.50 16 4 Dividend Declaration The Board maintains a dividend policy which guides its decision on dividend declaration. The Directors resolved not to recommend the payment of a dividend for the period ended 31 December, 2017 owing to the loss sustained during the year and company‘s gearing ratio in line with this policy. The Board view this decision as appropriate in the circumstance and in the future interest of the company. (March-2017: Nil kobo; March-2016: 35kobo). 5 Directors The names of the directors as at year end are as set out in the corporate information page. The following directors served during the year under review but resigned before 31 December, 2017: Mr. Ryan Martin and Mr. Andries Du Plessis. There have also been changes in the composition of the board between 31 December, 2017 and the date of the issuance of the Notice for this Annual General Meeting. During this period, Mr. Michiel Oerlemans, Mr. Gustav Van Heerden and Mr. Christopher Tyne resigned from the board and Mr. Zuber Momoniat was appointed to the board. Thus, as at the date of issuance of the Notice for this Annual General Meeting, the Board of Directors is composed of the following: Mr. Akintoye Omole, Mrs. Annabelle Degroot, Mrs. Afolake Lawal, Mr. Zuber Momoniat and Mr. Awomolo. - Page 4 - Details of the Directors‘ interest in the company‘s shares during the year are set out below. Directors’ shareholding Dec-2017 Mar-2017 Name Number Number ________________________________________________________________________________________ Direct holding: Mr. Sunday Akintoye Omole 72,647 50,247 Mrs. Afolake Lawal 1,582,694 1,582,694 Indirect holding: Mr.Folorunsho Awomolo (Through Newco Investment Company Limited) 106,904,126 106,904,126 Mr. Sunday Akintoye Omole (Through Cardinal Investment Nigeria limited) 968,087 968,087 6 Directors’ interest in contracts The directors have complied with the provisions of Section 277 of the Companies and Allied Matters Act, Cap.20 LFN 2004 at the date of this report. 7 Corporate Governance This report describes the directors' approach to corporate governance and how the board applied the Codes on corporate governance and other applicable regulations. The directors are committed to maintaining the best standard which they believe is pivotal to the discharge of their stewardship expectations. In his statement as contained in this annual report, the Chairman captures the essence of the principles of the code in relation to the role and effectiveness of the board. During the year under review the company further established good corporate governance practices in line with the conviction of the company rather than a perfunctory response to the threat of regulatory sanctions. The company‘s conviction is that corporate governance practices should be accorded a more practical approach in enhancing company ideals and management performance. (i) Leadership and effectiveness Board of directors: composition, independence and renewal The board was composed of at year end, the chairman, four non-executive directors and two executive directors. The board considers its directors as at year end and as at the time of this report as independent for the purpose of their contributions to the invaluable integrity, corporate wisdom and experience towards the board and committees‘ deliberations and decisions. The board is therefore satisfied with the performance and continued independence of judgment of each of the directors. The ratification of appointments as director of Mrs. Annabelle Degroot and Mr. Zuber Momoniat will be proposed at this annual general meeting. The board will also propose at this annual general meeting, the appointment of Igwe Nnaemeka Alfred Achebe, Igwe Peter Anugwu, Mr. Michael Ajukwu, Mrs.Abiye Tobin-West, Mr. Philip Redman, Mr. Michael Daramola and Mr. Godwin Oche as Directors of the Company to create an enlarged board following the conclusion of the merger with Intafact Beverages Limited and Pabod Breweries Limited. The profile information of the directors proposed for appointment is set out in the annual report. - Page 5 - (ii) The Board’s Operation Board meetings and attendance The Board of directors met three times during the nine months period. Individual director‘s attendance at these meetings is as set out in the table below. In the few instances where a director was unable to attend a board or committee meeting, his or her alternate attended in his stead and any comments which they had on matters set out in the agenda for consideration at such meeting was given in advance to the chairman of the meeting. Analysis of attendance of meetings of Board members NUMBER OF MEETINGS NAME OF DIRECTOR ATTENDED --------------Date of meeting--------------- Total 23/05/2017 02/06/2017 12/09/2017 Mr. Akintoye Omole (Chairman) Y Y Y 3/3 Mrs. Annabelle Degroot (MD Designate) (ADY) - - Y 1/1 Mr. Michael Oerlemans (C.O.O.) Y Y 3/3 Y Mr. Gustav Van Heerden Y - - 1/3 Mr. Christopher Tyne (Exec. Dir.) Y Y Y 3/3 Mrs. Afolake Lawal Y Y Y 3/3 Mr. Olugbenga Awomolo Y‡ Y‡ Y‡ 3/3 Mr. Ryan Martin (RDY) Y Y Y 3/3 Mr. Andries Du Plessis (RDY) Y Y Y 3/3 Y Present X Absent (ADY) - Appointed during the year (RDY) – Resigned during the year ‡ Alternate Director - Not a member of the Board as at that date Operation of the board The board sets the strategic objectives and delegates to management the detailed planning and implementation of those policies. The board thereafter monitors compliance of the actualization of the set policies and objectives through quarterly reports to the board and its committees, enabling directors to explore and interrogate specific issues for feedback in greater detail. The board and its committee meetings are held in an atmosphere of robust, constructive and intellectual debate of issues with sincerity of purpose, integrity and mutual respect. Matters of exclusive preserve The board has a schedule of matters as contained in an approval grid which is dealt with exclusively by the board. This includes but not limited to the approval of financial statements; annual expenditure/budget plan; material investment or disposals and the Company‘s business strategy. The board governs through its established committees with reporting systems. Each committee or standing committee has specific written terms of reference and committee charters. All committee chairmen or their representatives report to the board and their decision extracts are included in the board packs circularized to all the board members two weeks before their meetings. - Page 6 - Risk and the board of directors The company‘s Board of Directors is ultimately responsible for the company‘s risk management system and for reviewing its effectiveness. The company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The risk management system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and there is an ongoing process in place for identifying, assessing, managing, monitoring and reporting on the significant risks faced by the company. The company‘s Audit Committee oversees how management monitors compliance with the company‘s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the company. The Internal Audit function has been expanding in line with our global risk management structure. The activities and capabilities of the new initiative are far more improved than the traditional internal audit functions. The new structure will develop business insights, improve our operations and manage risks in a smart and proactive way using analytical technics supported by a strong team. This process has been established for the period under review up to the approval of the Annual Report and Accounts. The principal risks and uncertainties facing the company are set out in Note 34. Conflict of interest The directors are aware and advised to avoid situations where they have, or can have, a direct or indirect interest that conflicts, or may possibly conflict with the company‘s interests and encouraged to make full disclosures. In accordance with the Companies and Allied Matters Act 2004 and the company‘s articles of association, the board can authorize potential conflicts of interest that may arise and to impose such limit or conditions as it may deem fit. There were however, no actual or potential conflicts of interest which were required to be authorized by the board during the period ended 31 December 2017. The roles of executive and non-executive directors The executive directors are responsible for proposing strategy and for making and implementing operational decisions. Non-executive directors complement the skills and experience of the executive directors, bringing independent judgment and making inputs through their knowledge and experience of other businesses and sectors. Information dissemination and training The Company Secretary is responsible for advising the board, through the chairman, on issues of corporate governance. The secretariat supplies the board and its committees with full and timely information through meeting packs and other sufficient resources to enable directors to prepare adequately for their meetings and take informed decisions. The company is committed to the continuing development of directors in order that they can build on their expertise and develop an ever more detailed understanding of the business and the ever changing legal and regulatory environment. Other appointments Non-executive directors may serve on the boards of other companies in order to widen their experience and knowledge for the company‘s benefit. Directors ensure that their effectiveness on the board is not compromised by their external commitments. The board is pleased that the chairman and the non- executive directors commit sufficient time to their duties and the non-executive directors have confirmed that they have sufficient time to fulfil their respective obligations to the company. - Page 7 - Board, committee and director performance evaluation The Board subscribes to performance evaluation processes in line with best practice. A formal evaluation of the board‘s performance was carried out for the year ended 31 March, 2017.The board considers its performance in the year under review as satisfactory and largely in compliance with prescribed codes of corporate governance The Company Secretary The Company Secretary who acts as secretary to the board and its committees attended all the meetings during the year under review. (iii) The Board Committees The Audit Committee The audit committee chaired by Mr.OladepoAdesina met two times during the nine months period under review. The members representing the shareholders are Mr. Moses Ijayekunle and Mr. Adetunji Ajani Babajide; Mrs. Afolake Lawal and Mr. Olugbenga Awomolo are representing the board. The external auditors and the executive director, finance attended the committee meetings by invitation. The work of the committee during the period included Audit matters and reviews. The audit committee reports all activities and makes recommendations to the board. During the period under review, the audit committee discharged its responsibilities as they are defined in the committee‘s terms of reference and has ensured that applicable standards of governance and compliance are adhered to. The internal control/audit manager has direct access to the committee, primarily through its chairman. The department has the benefit of adapting the workings and processes of approved international and best practice templates for improved efficiency. Analysis of attendance of meetings of Audit Committee members for the period NUMBER OF MEETINGS NAME OF AUDIT COMMITTEE MEMBER ATTENDED Date Total 22/05/ 11/09/ 2017 2017 Mr.Oladepo Adesina - (Chairman/Shareholder) Y Y 2/2 Mr. Moses Ijayekunle - ( Member/Shareholder) Y Y 2/2 Mr. Adetunji Ajani Babajide- ‗‘ (Appointed 22/5/17) Mr. Timothy Adejuwon - ‗‘(resigned 22/5/17) Y Y 2/2 Mrs. Afolake Lawal - (Member/Director) Y Y 2/2 Mr. Ryan Martin - ‘’ Y Y 2/2 - Page 8 - The Governance Committee The Governance Committee is charged with the overall responsibility of ensuring that all governance reviews and strategic plans were complied with. The committee consisting of the Chairperson, Mrs. Afolake Lawal and two members - Mr. Ryan Martin and Mr. Olugbenga Awomolo could only meet once during the nine months under review. Analysis of attendance of meetings of Governance Committee members for the period NUMBER OF NAME OF GOVERNANCE MEETINGS COMMITTEE MEMBER ATTENDED --------------------Date--------------------- Total 10/11/2017 Mrs. Afolake Lawal Y 1/1 Mr. Olugbenga Awomolo Y 1/1 Mr. Ryan Martin Y 1/1 The Risk Management/Remuneration Committee The purpose of the Risk Management/Remuneration Committee is to assist the Board in fulfilling its obligations by providing a focus on risk and other purposes, intended to enhance the Board‘s performance and at all times taking into consideration established best practices. The Committee in that wise assists the Board in its oversight of the risk profile, risk management framework, risk strategy and the remuneration framework as may be determined from time to time. The Risk Management/Remuneration Committee is composed of two members: Mr. Olugbenga Awomolo and Mr. Andries Du Plessis. The Committee also held only one meeting during the year. Analysis of attendance of meetings of Risk Management/Remuneration Committee members NAME OF RISK, MANAGEMENT/ NUMBER OF REMUNERATION COMMITTEE MEETINGS MEMBER ATTENDED --------------------Date--------------------- Total 11/09/2017 Mr. Olugbenga Awomolo Y 1/1 Mr. Andries Du Plessis Y 1/1 8 Share capital As a result of the Scheme of merger approved by the Securities and Exchange Commission, sanctioned by the Court and concluded during the period under review, and in order to give effect to the Scheme, the authorised share capital of International Breweries Plc was increased from N2 billion to N4.3 billion