AXA Mansard 2018 Annual Report

FRONT
COVER

VISION, Our Vision Our Mission
MISSION &
VALUES

Our mission, vision and values outline To be the leading African Financial We are driven to innovate and excel
who we are, what we want to achieve Services provider, delivering superior consistently creating exceptional value
and how we want to achieve it. They solutions to our customers while for our stakeholders.
provide direction for our Company exceeding stakeholders’ expectations.
and help ensure that we are all working
towards the same goal.

OUR Customer First Courage
CORPORATE
VALUES Customer is our purpose. All our thinking We speak our mind and act to make
starts with the customer. We consider things happen. We push the boundaries
Our values are the foundation of our the way they live today and tomorrow of what is possible and take bold actions
organization. They serve as our guide, so that we continue to be relevant and to find new ways to be valuable.
inspiring our actions and our decisions. impactful.
These values reflect our way of doing We are guided by strong moral principles, One AXA
and thinking, for the benefit of our trusting our internal judgment to do the
customers, shareholders, employees, rightthing for our customers, employees, Being together and being different
business partners and in any community stakeholders and partners. makes us better. We are stronger when
we operate in. The following core values collaborating and acting as one team.
drive everything we do at AXA Mansard Integrity
Insurance plc.
Integrity is our compass. We are guided
by strong moral principles, trusting
our internal judgment to do the right
thing for our customers, employees,
stakeholders and partners.

INTRODUCTION AXA Mansard Insurance is a Nigerian financial services group with interests
in insurance, asset and investment management, health insurance, property
development and pension fund administration and management. AXA Mansard Group
comprises AXA Mansard Insurance plc. and four subsidiaries all operating in Nigeria.
AXA Mansard Insurance plc’s Financial Statements comply with the applicable legal
requirements of the Companies and Allied Matters Act (CAMA) regarding financial statements
and comprises Consolidated and Separate Financial Statements of the group for the year
ended 31 December 2018. The consolidated and separate financial statements have been
prepared in accordance with the International Financial Reporting Standards issued by the
International Accounting Standards Board.

CONTENTS

REPORT Corporate Information 4
Notice of Annual General Meeting 5
Results at a Glance 7
Chairman’s Statement 9
From the Executive Suite 12
Board of Directors 16
Management Team 18
2018 Corporate Social Responsibility Report 21
Corporate Governance Report 26
Internal Control & Risk Management System 34
Certification Pursuant To Section 60(2) Of Investment and Securities Act
No.29 Of 2007 41
Management’s Discussion and Analysis
Directors’ Report 42
Statement of Directors’ Responsibilities 43
Report of the Statutory Audit Committee 49
50
FINANCIALS Independent Auditor’s Report
Consolidated Statement of Financial Position 52
Consolidated Statement of Comprehensive Income 56
57
Consolidated Statements of Changes in Equity 58
Statement of Changes in Equity 60
Cashflow Statement 62
Notes to the Financial Statements 63
Appendix 1 (Claims Paid Triangulations as at 31 December 2018) Half-
Yearly Triangulation 170
Appendix 2 (Summarised Revenue Accounts (Non Life Business))
Appendix 3 (Summarised Revenue Accounts (Life)) 182
Appendix 4 (Annuity Disclosures) Statement of Assets and Liabilities 183
Appendix 5 A (Five Year Financial Summary) 184
Appendix 5 B (Five Year Financial Summary) 186
188
OTHER Appendix 6 (Statement of Value Added)
NATIONAL Unclaimed Dividend 190
DISCLOSURES E-Mandate Activation Form 191
205
Proxy Form 207
Corporate Directory 209
Corporate Addresses 211
Notes 213

AXA Mansard Annual Report & Accounts 2018 3

Corporate
Information

Chairman Registered Office
Mr. Olusola Adeeyo Santa Clara Court
Chairman (Independent) Plot 1412, Ahmadu Bello Way
Directors Victoria Island Lagos
Mr. Kunle Ahmed www.axamansard.com
Chief Executive Officer Company Secretary
Mr. Tosin Runsewe Mrs. Omowunmi Mabel Adewusi
Executive Director RC No.
Mr. Yomi Onifade 133276
Executive Director FRC Registration No.
Mr. Frédéric Coppin FRC/2012/0000000000228
Non Executive Director Auditors
Mrs. Karima Silvent KPMG Professional Services
Non Executive Director KPMG Tower
Mr. Lesley Ndlovu Bishop Aboyade Cole Street,
Non Executive Director Victoria Island, Lagos
Mr. Tom Wilkinson Tel: (01) 2718955
Non Executive Director www.kpmg.com/ng
Mr. Ohis Ohiwerei Bankers
Independent Director Guaranty Trust Bank plc
Mr. Jad Ariss* Standard Chartered Bank Nigeria Limited
Non Executive Director First City Monument Bank Limited
Mr. Frédéric Fléjou** Stanbic IBTC Bank plc
Non Executive Director Re-insurers
African Reinsurance Corporation
(*) Mr. Jad Ariss resigned from the Continental Reinsurance plc
Board effective from 20 Feb., 2018 Swiss Re
Munich Reinsurance Company Limited
(**) M r. Frédéric Fléjou resigned from Actuaries
the Board effective from 29 Nov., EY Nigeria - Olurotimi O. Okpaise - FRC No: FRC/2012/NAS/00000000738
2018 QED Actuaries & Cons. (Pty) Ltd - C Van Heerden - FRC No: FRC/2018/NAS/00000018470
QED Actuaries & Cons. (Pty) Ltd - FRC No: FRC/2016/NAS/00000013781
4 AXA Mansard - Tejumade Scott - FRC No: FRC/2015/NAS/00000012463
Valuers
Osas & Oseji Est. Surv. & Valuers - Osas & Oseji - FRC No: FRC/2012/000000000052
Int’l Real Estate Partners (IREP) - Arayela Olufemi Olalekan - FRC No: FRC/2018/NIESV/00000017965
Registrar
DataMax Registrars Limited

AXA Mansard Annual Report & Accounts 2018

Notice of Annual
General Meeting

NOTICE IS HEREBY GIVEN that the Twenty Seventh Annual General Meeting
of AXA MANSARD INSURANCE PLC will hold at the Oriental Hotel, No 3, Lekki
Road, Victoria Island, Lagos on Wednesday, May 8, 2019, at 10:00 a.m. to transact
the following business:

ORDINARY BUSINESS BY ORDER OF THE BOARD
OMOWUNMI MABEL ADEWUSI
1. To receive the Audited Financial Statements for the year ended December 31, Company Secretary
2018, and the Reports of the Directors, Auditors and Audit Committee thereon; FRC/2013/NBA/00000000967
Santa Clara Court,
2. To re-elect Directors; Plot 1412, Ahmadu Bello Way,
3. To authorise the Directors to fix the remuneration of the Auditors; Victoria Island,
4. To elect members of the Audit Committee. Lagos.
April 5, 2019.
SPECIAL BUSINESS

5. To consider and if thought fit, pass the following as an Ordinary Resolution:
That Director’s fees for the financial year ending December 31, 2019, and for
succeeding years until reviewed by the Company in its Annual General Meeting,
be and is hereby fixed at N900,000 (Nine hundred thousand naira only) for
each financial year.

PROXY

A member entitled to attend and vote at the Annual General Meeting is entitled
to appoint a proxy to attend and vote in his stead. A proxy need not be a member
of the Company. For the appointment to be valid, a completed and duly stamped
proxy form must be deposited at the office of the Registrar, DataMax Registrars
Limited, No 2c, Gbagada Expressway, Lagos State, not less than 48 hours before the
time fixed for the meeting. A blank proxy form is attached to this Annual Report.

AXA Mansard Annual Report & Accounts 2018 5

Notice of Annual General Meeting (cont’d)

NOTES the Annual General Meeting. Kindly 5. SHAREHOLDERS RIGHTS TO
note that the provisions of the Code of ASK QUESTIONS
1. E-ANNUAL REPORT Corporate Governance issued by the
The electronic version of the Annual securities and Exchange Commission Shareholders of the Company reserve
Report is available at www.axamansard. (SEC) indicate that some of the members the right to ask questions not only at
com. Shareholders who have provided of the Statutory Audit Committee the Annual General meeting but also
their email addresses to the Registrars should have basic financial literacy and in writing prior to the meeting, and
will receive the electronic version of the be knowledgeable in internal control such questions must be submitted to
Annual Report via email. Furthermore, processes. In view of the foregoing, the Company than 7 days to the date
Shareholders who are interested in nominations to the statutory Audit of the meeting.
receiving the electronic version of the Committee should be supported by 6. WEBSITE
Annual Report are kindly required to the Resume of the nominees. A copy of this notice and other
request via email to annualreports@ 4. RE-ELECTION OF DIRECTORS information relating to the meeting can
datamaxregistrars.com. In accordance with the provisions be found at www.axamansardplc.com.
2. CLOSURE OF REGISTER of the Articles of Association, the
The Register of Members will be closed Directors to retire by rotation at the
on April 30, 2019 to enable the Registrar 27th Annual General Meeting are: Mr.
prepare for the Annual General meeting. LesleyNdlovuandMr.ThomasWilkinson.
3. STATUTORY AUDIT COMMITTEE The retiring Directors, being eligible,
In accordance with Section 359(5) of offer themselves for re-election. The
the Companies and Allied Matters Act, profiles of the Directors retiring by
2004, a shareholder may nominate rotation are available in the Annual
another shareholder for appointment Report and on the Company’s website
to the Statutory Audit Committee. Such at www.axamansardplc.com.
nomination should be in writing and
should reach the Company Secretary
at least twenty-one (21) days before

6 AXA Mansard Annual Report & Accounts 2018

Results at a Glance

GROUP PARENT

MAJOR STATEMENT OF 2018 2017 Growt%h 2018 2017 Growt%h
COMPREHENSIVE INCOME ITEMS =N=’000 =N=’000 =N=’000 =N=’000
Profit after tax -7% 19%
Profit before tax 2,482,282 2,675,109 5% 1,621,216 1,367,821 26%
Total investment income 3,380,073 3,232,100 -15% 1,828,263 1,446,155 -8%
Total underwriting profit 6,290,179 7,378,346 130% 4,028,195 4,376,364 105%
Net premium income 5,938,355 2,584,423 43% 4,673,395 2,274,870 16%
Gross premium income 19,700,281 13,788,244 25% 10,416,786 8,955,599 10%
Gross premium written 32,701,781 26,198,134 26% 23,296,043 21,248,558 12%
33,923,949 26,824,830 23,026,817 20,602,218

GROUP PARENT

MAJOR STATEMENT OF 2018 2017 Growt%h 2018 2017 Growt%h
FINANCIAL POSITION ITEMS =N=’000 =N=’000 =N=’000 =N=’000
Total assets 11% 5%
Insurance liabilities 73,770,107 66,565,076 6% 53,435,737 50,865,177 -5%
Deposit administration 22,538,993 21,167,952 6% 16,964,677 17,824,172 6%
Shareholders' funds 6,380,312 3% 6,380,312 1%
6,764,881 20,284,816 6,764,881 16,555,564
20,903,354 16,767,833

STATEMENT OF FINANCIAL POSITION – MAJOR ITEMS

80,0000,00 60,000,000
70,000,000
60,000,000 Group 50,000,000 Parent
50,000,000
Thousands of Naira 40,000,000 2018 Thousands of Naira 40,000,000 2018
30,000,000 2017 30,000,000 2017
20,000,000 20,000,000
10,000,000 10,000,000

0 Total assets Insurance liabilities Deposit administration Shareholders' funds 0 Total assets Insurance liabilities Deposit administration Shareholders' funds

STATEMENT OF COMPREHENSIVE INCOME – MAJOR ITEMS

35,000,000 Group 25,000,000 Parent
30,000,000 20,000,000
25,000,000
Thousands of Naira 20,000,000 2018 Thousands of Naira 15,000,000 2018
15,000,000 2017 10,000,000 2017
10,000,000
5,000,000 7
5,000,000

0 Profit Profit Investment Total Net Gross Gross premium 0 Profit Investment Total Net Gross Gross
Profit premium premium
after tax before tax and underwriting premium premium written after tax before tax and underwriting premium
other income profit earned earned other income profit earned earned written

AXA Mansard Annual Report & Accounts 2018

8 AXA Mansard Annual Report & Accounts 2018

Chairman’s
Statement

ODear Shareholders, 26%
n behalf of the Board of
Directors, I welcome you Growth in Gross Written Premium
all to the 27th Annual
General Meeting of our 43%
Company. Our Company
had another successful year, which Growth in Net Premium Income
saw us expand on our market position.
We also remained profitable across 11%
our various businesses, became more
broad-based and able to take better Growth in Total Asset
advantage of emerging opportunities.
Iamhonouredthereforetopresenttoyou 3%
a report on the operating environment
as well as the Company’s activities Growth in Shareholders’ Fund
and performance for the financial year 9
ended December 31, 2018.

Economic Highlights

The global economy started 2018
on an upbeat note riding on the
momentum built in the later part of
2017. However, as we progressed into
the year, a number of factors including
the implementation of tariffs by major
economies, the retaliatory measures
taken by others particularly China,
and the protectionist rhetoric arising

AXA Mansard Annual Report & Accounts 2018

Chairman’s Statement (cont’d)

from these contributed to a second half Financial Results “We achieved gross written “
of the year that was decidedly much
slower than the first half. We achieved gross written premium of premium of =N=33.9bn,
The worsening economic conditions =N=33.9bn, up 26% from =N=26.8bn in 2017, up 26% from =N=26.8bn
led to a downward revision of global supported by continued accelerated in 2017, supported by
growth estimates for 2018 to 3.6% by growth in our health business, making continued accelerated
the IMF, with advanced economies us the Health Insurance industry leader growth in our health
projected to achieve an estimated while maintaining our position in other business, making us
growth of 2.2% down from 2.4% in 2017 segments. the undisputed Health
and emerging markets and developing Net premium income grew by 43% Insurance industry
economies growth down to 4.5% from to =N=19.7bn from =N=13.8bn in 2017, leader while maintaining
4.8% in 2017. while profit before tax rose 5% to our position in other
The case for Nigeria was mixed as =N=3.4bn in 2018, from =N=3.2bn in 2017. segments. Net premium
economic growth slowed quarter-on- However, profit after tax was impacted income grew by 43% to
quarterinthe firsthalfbutreboundedin by significant one-off tax provisions =N=19.7bn from =N=13.8bn
the second half to produce the highest during the year, resulting in a 7% dip in 2017, while profit
quarterly GDP growth since 2015. A lot to =N=2.5bn from =N=2.7bn in 2017. before tax rose 5% to
of factors drove this including renewed We closed the year with total assets =N=3.4bn in 2018, from
confidence whichdrove USDollarinflows at =N=73.8bn, representing 11% growth =N=3.2bn in 2017. However,
providing much-needed support to from =N=66.5bn recorded in 2017, while profit after tax was
external reserves as it grew 9% to $42.5 Shareholders’ Funds grew by 3% to impacted by significant
billion in 2018. The currency stabilised =N=20.9bn from =N=20.3bn in the same one-off tax provisions
between =N=360 and =N=365/ $US at the period, remaining well in excess of during the year, resulting
increasingly liquid NAFEX window while regulatory requirements. in a 7% dip to =N=2.5bn
we saw the growing convergence of the from =N=2.7bn in 2017.
two primary exchange rates, NAFEX Dividend
and NIFEX, towards the second half
of the year. You will recall that the National
Withelectionsloomingahead,theNigeria Insurance Commission (NAICOM),
Stock Exchange All Share Index (NSE released guidelines for a Tier-Based
ASI) fell to its lowest level (30,568.05) Minimum Solvency Capital (TBMSC)
since July 2017 as investor apathy policy during the year, to be used in
weighed on the market and more than determining the capital and risk-carrying
offset the buying interests of Pension capacity of insurers. This policy was
Funds. The non-oil sector continued to initially targeted to take effect from
serve as a growth catalyst buoyed by Q4 2018, and we acted proactively to
the positive growth in the agriculture, ensure we were positioned to remain
manufacturing and services sectors. competitive within the industry.
The insurance sub-sector of the NSE To this end, we took strategic decisions
rebounded from its previous setback to optimize our balance sheet to align
in the last half of 2017 to outpace GDP, with the guidelines in readiness for the
with growth of 6.12% relative to the implementation of the policy. Although
1.96% national GDP growth. the policy was later withdrawn and
The trend for inflation remained positive, cancelled by the regulator, we had
closing at 11.44% by the end of 2018 already taken the necessary actions on it.
supported mainly by slowing food While this had significant impact on our
inflation as the political and security working capital, we are confident that
landscape improved in some of the the benefits in terms of our readiness
food producing areas. to secure future business opportunities
and ensure the continued profitability
of theCompanyfaroutweighsanyshort
term impact. It is for this highlighted
reason that we did not propose to pay
dividends this year.

10 AXA Mansard Annual Report & Accounts 2018

Chairman’s Statement (cont’d)

Staff performance of the non-oil sector, the While the year ahead may present its
economic narrative is still largely tied fair share of challenges, given our past
Our staff are our pride as a company, to the performance of oil. performance and the competence
remaining diligent and passionate It is unlikely that rising oil prices will of our people, I am confident of our
about the work we do and the value we be sustained in the long term as oil readiness to forge ahead towards our
bring to society. Their enthusiasm in production increases globally in the goal of positioning your company as the
carrying out their responsibilities and face of demand stagnation. Certainly, clear leader in the non-bank financial
ensuring our customers’ needs always in the spotlight on the global stage, services sector of the Nigeria economy.
come first has continued to define is the trade tension between the On a final note, I would like to thank
our character as a company and has US and China, which if not properly our esteemed customers for their
earned us a leadership position in the managed, could translate to global patronage and our shareholders for
industry. They are truly our greatest economic slowdown. The growth their continued support and trust
assets and I thank them for their efforts outlook for 2019 is already lower at in us. Be assured of our unrelenting
and loyalty. As a company, we will about 3.5% down from 3.8% in 2018. resolve to continuously exceed your
continue to invest in the professional With China being a major importer expectations.
and technical development of our of commodities, any deterioration in Thank you.
workforce to ensure we continue to US-China relations could potentially
exceed expectations. translate into a decline in commodities Mr. Olusola Adeeyo
prices, including oil. The potential for
Awards and Recognition lowering or fluctuating crude oil prices Chairman
leaves Nigeria’s oil-driven economy
In 2018, AXA Mansard continued to vulnerable to external shocks. 11
maintain a risk rating of B+, as rated by We are also keeping an eye on the
A.M. Best, the world leader in insurance local political situation. 2019 being
risk ratings. This is the highest held by an election year started with the
any insurer in Nigeria and a testament uncertainty associated with election
to our leadership in the insurance sector cycles, characterised by slowdown in
and the financial services industry. policy implementation and sell-offs by
Our efforts to build a sustainable, foreign investors even as the security
people-focused company was duly situation continues to impact food
recognized during the year by the HR production.
Expo Forum as we were recognised and The re-election of the incumbent
given an award for the “Most Innovative administration and the relatively stable
Deployment of HR Strategy”. In addition, local macro environment, specifically
we were awarded the “Outstanding inflation and exchange rates, should
Insurance Company of the Year” by help mitigate concerns and the
Marketing Edge magazine in recognition consensus is that the economy is set
of our innovative approach to brand to continue its recovery supported by
management and communications. stronger household consumption and
investment growth.
Outlook Understandingthesetrendsandplanning
to mitigate the inherent risks is key to
There are a number of major the future success of our business. AXA
developments on the economic Mansard is a proactive company and
horizon that could impact the global our team is primed to mitigate likely
and local outlook in the near term. Key risks and harness opportunities for the
among these are oil prices, potential ultimate benefit of our shareholders.
disruptions to crude oil production as We expect to see policy decisions and
well as political instability. Crude oil developments in response to these
prices are of particular concern, with realities at the industry, state and
developments in Venezuela and Iran, federal levels and these will continue
as well as quota compliance levels of to impact the business environment
OPECmembersthreateningthecoalition. we operate in.
This should be of particular interest to
emerging oil producing economies like
Nigeria, where despite the improved

AXA Mansard Annual Report & Accounts 2018

From the 32%
Executive Suite
Growth in Life GWP
TDear Valued Regulatory Environment
8%
Shareholders, Early in the first quarter of 2018,
the National Insurance Commission Growth in Non Life GWP
he Nigerian economy grew (NAICOM) took action to curb rate
in 2018 as the country finally cutting in the insurance industry by 40%
and completely exited the releasing approved premium rates
recession in 2017. With the for compulsory classes of insurance Growth in Assets Under Management
more favourable economic and gave directive to all insurance
situation, the year presented the companies to be guided by these rates. 74%
opportunity to make progress towards NAICOM also took steps during the year
our goal of positioning ourselves as a to transition to a Risk Based Insurance Growth in Health GWP
leader within the non-bank financial Solvency Regime by releasing guidelines AXA Mansard Annual Report & Accounts 2018
services industry in Nigeria by increasing for the new Tier-Based Minimum
our revenue and market share. It is Solvency Capital policy, which was to
my pleasure therefore to present the take effect from Q4 2018. This regulation,
overview of our performance for the which sought to introduce a 3–Tier
2018 financial year.

12

From the Executive Suite (cont’d) “ In the pension industry, PENCOM These provisions were actuarially
released a revised fee structure for the and prudently determined. Overall,
“Our operating industry which took effect from July underwriting profits grew by 23.2% YoY.
2018 and will be in force until 2020. The
expense ratio new structure stratifies the fees across Life Business
remained relatively a multi-fund structure and regulates
flat despite our charges by pension operators on funds We closed the year with our Life GWP
growth, increasing under management. growing by 32% to =N=4.7bn, up from
marginally to 18% These developments on the regulatory =N=3.6bn in 2017, with Individual Life
in 2018, from 17% landscape in 2018 had no adverse effect portfolio having the highest growth of
in 2017. This is a on your company, as we were able to 63% to =N=1.3bn in 2018. Our Group Life
positive outcome adhere to stipulated guidelines and business remains the largest contributor
considering the directives. to our Life business, accounting for
growth of our top 73% of total Life GWP and growth of
line and reflects our Non-Life (Property & 36% in 2018. In line with our strategic
continued effort to Casualty) Business decision to limit the growth of Annuity
ensure operational portfolio in order to avoid identified
efficiency in our Gross Written Premium (GWP) from risks inherent in the product, we did
business. our non-life portfolio grew by 8% to not grow the Annuity portfolio in 2018.
=N=18.3bn in 2018, from =N=17bn in 2017, Net Premium Income (NPI) also grew by
Minimum Solvency Capital model with the Oil & Energy, Fire and Motor 29% in 2018 to =N=3.2bn, from =N=2.5bn in
with specific capital requirements classes having the largest share of 2017, with growth for each product class
for each Tier Levels based on the risk the portfolio at 42%, 19% and 16%, reflective of the growth seen in GWP.
classification for each Tier, was however respectively. The Aviation and Oil & The net claims for both Group Life and
later withdrawn and cancelled by the Energy portfolios grew significantly by Individual Life portfolios reduced by
regulator in response to concerns raised 58% and 26% respectively, while the 56% and 10% respectively, resulting
by industry stakeholders. General Accident portfolio grew by 9%, in improved claims performance on
building on the growth experienced the Life portfolio and a 37% reduction
Notwithstanding the subsequent in 2017. in net claims for our Life business to
withdrawal of this policy, I would like Net premium income (NPI) for our =N=1.3bn in 2018 from =N=2bn in 2017.
to use this opportunity to reassure non-life business grew by 11% in 2018
you of AXA Mansard’s readiness to to =N=7.2bn from =N=6.5bn in 2017, with Health Business
continuously build up our solvency our Engineering portfolio achieving
capital in order to meet any future the highest NPI growth of 42%, while Our health insurance business, AXA
regulatory requirements while also our Marine and Oil & Energy portfolios Mansard Health Limited, has continued
withstanding all possible shocks. recorded growth of 34% and 27% to record double digit growth. Gross
respectively. Written Premium grew by 74% to
In November 2018, NAICOM introduced Net claims for the non-life portfolio =N=11.1bn in 2018, from =N=6.4bn in 2017
the operational guidelines for the remained flat in 2018 at =N=3.2bn, with and net premium income also grew
implementation of the State Insurance significant improvements in the net by 89% to =N=9.5bn, from =N=5bn, in the
Producers (SIP) policy from January 1, claims experienced on the Engineering, same period last year. The business
2019, with the intent of facilitating the Marine, Motor and General Accident experienced an expected increase in
enforcement of compulsory classes of classes, which saw claims reduce in 2018 benefit utilization during the year, which
insurance within the states in Nigeria by 64%, 41%, 20% and 9% respectively. resulted in a 77% rise in net claims to
However,thispolicywaslatersuspended. While there has been some improvement =N=7.7bn in 2018, from =N=4.3bn in 2016.
in the share of claims arising from the Despite this, profit after tax closed at
Motor portfolio, it continues to be =N=980m, a growth of 318% from 2017.
the class most impacted by claims, These numbers are attributable to
accounting for 53% of total net claims. the continued growth of our customer
Additional provisions were also booked base, increased patronage, operational
for Incurred But Not Reported (IBNR) efficiency and the increasing popularity
claims for our General Accident, Marine of the Health business as it takes its
and Oil & Energy portfolios in 2018. position as the industry leader in the
provision of quality health insurance.

AXA Mansard Annual Report & Accounts 2018 13

From the Executive Suite (cont’d)

Performance Ratios As part of this effort, AXA Mansard Looking Ahead
embarked on the following strategic
Our operating expense ratio remained initiatives during the year: Dear Shareholders, a new year has begun
relatively flat despite our growth, „„ W e c o m m e n c e d t h e and represents another opportunity
increasing marginally to 18% in 2018, development of a scalable sales to build on the strong foundation of
from 17% in 2017. This is a positive distribution application to serve as our past learnings and successes. The
outcome considering the growth of an end-to-end sales management work we have done so far must now be
our top line and reflects our continued tool. The impact of our investments deployed towards taking the company to
effort to ensure operational efficiency in this area, together with important greater heights. There are opportunities
in our business. Our reinsurance cost improvements we have made to our inherent in the challenges we face in
ratio also increased marginally to 21%, sales and customer management our operating environment and so, it
from 20%, as a result of changes made processes, will enhance the is our responsibility as a company to
to treaties and focus on the mid-size capabilities of our sales force and harness these opportunities for the
business segment which we expect will improve customer experience in benefit of our customers and you, our
assist our quest to improve margins. the coming year. shareholders.
Our underwriting expense ratio reduced „„ In addition to improving sales As we journey into this future of
to 10% in 2018, down from 11% in efficiency, we set out to revamp our possibilities, with new markets, new
2017, while our claims ratio dropped product offerings with focus on our customer needs and new and efficient
to 53% from 58% in 2017, especially savings-based life products. This business processes and solutions, we
on the back of improvements to the involved the development of new believe that we are in a good position to
motor portfolio. A 6% growth was productsaswellasthe modification take advantage of these opportunities.
also recorded in Insurance Liabilities, of our existing bouquet of products We have been proactive in putting
increasing to =N=22.5bn in 2018, from to meet the changing needs of our key initiatives in place and with the
=N=21.2bn in 2017. customers. investment of resources in these
„„ We also commenced the initiatives and the proven capacity of
Assets Under Management provision of a new service targeted our people to execute innovatively,
at our retail sales customers called our outlook for the future is positive.
Growth in Total Assets under the Claims First Responder (CFR) Above all, we will continue to focus on
Management (AuM) continued this year, Initiative. This service, which was putting our customers first in everything
with the business achieving a growth launched in the second quarter of we do because we believe that therein
of 40% to =N=106.6bn as at December 2018, avails our customers access lies the secret of our success so far.
31, 2018, from =N=76.1bn in the previous to an efficient and flexible claims We count on the continued support
year. Our core asset management settlement field force, which of our partners (including brokers and
business, AXA Mansard Investments provides first responder services to agents) and all stakeholders to ensure
Limited, achieved 49% growth in AuM retail motor insurance customers that we continue to provide superior
to =N=61.8bn by the end of 2018, from at the scene of an accident/loss customer experience as a one-stop,
=N=41.3bn in 2017, contributing 58% of event, as well as support to facilitate non-bank financial services company
the total AuM. Our Pensions business, speedy claims settlement. I would therefore like to conclude by
AXA Mansard Pensions Limited, grew „„ In addition to our focus on appreciating our esteemed customers,
AuM by 29% to =N=44.8bn by the end life products, our health business business partners, employees and of
of 2018, from =N=34.8bn as at the end also introduced two new products course, you, our Shareholders. Thank
of 2017 and contributed 42% of the targeted at the retail market – you for the confidence you have placed
total AuM. Third-party funds in total EasyCare, which provides affordable in us and for your continued support.
grew by 35% in the same period under healthcare to low income market Thank you.
consideration, signaling the increasing segment and Global Care, an
positive response of the market to the international healthcare offering Kunle Ahmed
performance of our asset management targeted at the high-income end of
business. themarket.Throughtheseproducts, Chief Executive Officer
together with our existing offerings,
Strategic Initiatives we seek to provide holistic health AXA Mansard Annual Report & Accounts 2018
insurance covers for all market
We have continued to work towards segments.
delivering innovative solutions to our
customers and in turn, improve the
efficiency and quality of our services.

14

ADVERT

Board of
Directors

Mr. Olusola

Adeeyo

Mr. Kunle Mr. Yomi

Ahmed Onifade

Mr. Tom Mrs. Karima

Wilkinson Silvent

16 AXA Mansard Annual Report & Accounts 2018

Mr. Lesley Mr. Frédéric

Ndlovu Coppin

Mr. Ohis Mr. Tosin

Ohiwerei Runsewe

AXA Mansard Annual Report & Accounts 2018 17

Management
Team

Mr. Kunle Mr. Yomi Mr. Tope

Ahmed Onifade Adeniyi

Mrs. Rashidat Mr. Deji Mr. Dapo Mrs. Ngozi

Adebisi Tunde-Anjous Akisanya Ola-Israel

Mr. Femi Mr. Okezie Mr. Olusola Mr. Kola

Aderibigbe Akaniro Odumuyiwa Oni

18 AXA Mansard Annual Report & Accounts 2018

Management Team (cont’d)

Mrs. Olajumoke Mrs. Naomi Mr. Babajide Ms. Teju

Odunlami Aduku Babalola Scott

Mr. Bayo Mr. Akinlolu Mrs. Abisola Mr. Tiamiyu

Adesanya Akinyele Nwoboshi Balogun

Mr. Taiwo Mr. Tosin

Aluko Runsewe

AXA Mansard Annual Report & Accounts 2018 19

ADVERT

2018 Corporate Social Responsibility
Report

Background to (=N=250,000) to Ask The Paediatricians SUPPORT FOR SCHOOLS
Foundation. This is a registered non-
AXA Mansard’s overall aim is to achieve governmental organization, which consists
positive impact on the society as a of a volunteer group of paediatricians, AXA Mansard supported various schools
whole while maximizing the creation healthcare and non-medical professionals activities, ranging from sports events,
of shared value for members of staff, devoted to health education to support volunteer teaching programmes, family
shareholders and stakeholders. children from indigent communities. fun days, academic events and some
To achieve this objective, our attention tactical projects. The schools below
is driven towards community projects, ENACTUS were beneficiaries of AXA Mansard’s
such as healthcare access, education support in 2018.
and support to non-governmental ENACTUS is an international non-profit
organizations. organization dedicated to inspiring EMERALD HIGH SCHOOL: This was
students to improve the world through
SUPPORT FOR NON- entrepreneurial action. It provides established in 2005 as a progression
GOVERNMENTAL ORGANIZATIONS a platform for teams of outstanding from the highly academically successful
university students and create community Emerald Nursery and Primary School in
PAN-AFRICAN UROLOGICAL development projects that put people’s Lagos, which was established in 1995. The
SURGEONS ASSOCIATION’S own ingenuity and talents at the center establishment of Emerald High School was
INITIATIVE FOR UROLOGICAL of improving their livelihoods. in response to the yearnings of parents
TRAINING IN AFRICA (PIUTA) In July 2018, AXA Mansard supported the of the primary school pupils and the
foundation with a sum of Five Hundred need to bridge the gap in providing high
In June 2018, AXA Mansard donated the Thousand Naira (=N=500,000) in order to quality Secondary School Education in
sum of Two Million Naira (=N=2,000,000) to drive creativity and reward results of the country.
the Postgraduate Training Fellowships outstanding students who participated A sum of =N=100,000 (One Hundred
in general urology at the Pan-African in the competition. Thousand Naira Only) was donated
Urological Surgeons Association’s Initiative towards the School’s 2018 Inter-house
for Urological Training in Africa (PIUTA), 2018 SPECIAL OLYMPICS sport competition.
Ibadan Centre, University of Ibadan and NATIONAL GAMES
University College Hospital, Ibadan. AWOYAYA PRIMARY SCHOOL: In a
The sponsorship comes as a yearly medical In line with the plan to support/ make
outreach programme which is aimed at donationstoNGOs,weidentifiedtheSpecial bid to impact the lives of economically
providing health education talks, screening Olympics Nigeria, an affiliate of Special disadvantaged children, we donated 9
for medical and surgical diseases and Olympics International, a global non-profit sets of eight-seater nursery chairs and
undertaking intermediate procedures in all organization created by the Joseph P. recreational facilities were donated to the
surgical specialties. These cases include Kennedy foundation. It is the world’s largest students of Awoyaya primary school. In
screening for general medical and surgical sports organization for children and adults the course of the year, we also organized
diseases, urological diseases, obstetrics with intellectual and physical disabilities. a volunteer teaching programme for the
and gynecology diseases, primary dental AXA Mansard was the official insurance students.
and ophthalmological care and provision company for team Nigeria at the 2018
of eye glasses amongst others. athletics competition and provided Group OTHER CSR ACTIVITIES
Personal and Health Insurance covers to Blood Donation Drive
Ask The Paediatricians the athletes as well as the entourage that
Foundation (ATP) Children’s represented Nigeria at the Special Olympics AXA Mansard organized a Blood Donation
Day Medical Outreach 2018 with a total premium of One Million, Six Drive for members of Staff at different
Hundred and Sixty Four Thousand, Five locations in Lagos, who donated about 95
InApril2018, AXAMansarddonatedthesum Hundred and Fifty Naira (=N=1,664,550). pintsofblood.MedicalpersonnelfromLagos
of Two Hundred and Fifty Thousand Naira State University Teaching Hospital (LUTH)
were present to coordinate the activities.
AXA Mansard Annual Report & Accounts 2018 The Blood Donation Drive demonstrates
AXA Mansard’s commitment to saving lives.

21

2018 Corporate Social Responsibility Report (cont’d)

Complaints and feedback other units within the organization and The evaluation was conducted through:
ensures that customers’ complaints are
Introduction satisfactorily resolved. „„ One-on-one focus meetings with
key customers.
At AXA Mansard Insurance plc, customers Customers’ complaints are stream-lined
are a vital part of our business. Our focus based on the type of complaints to provide „„ Interviews with select customers.
has been to deliver excellent customer an enabling environment for proper „„ Opinions received via our AXA
service across our touch points and remain monitoring, proper documentation and
a thought leader in the industry. Bearing effective feedback process for received Mansard CCare mailbox (insure@
this in mind, we consider customers’ complaints. axamansard.com)
feedback as valuable insights to enable „„ Surveys/Questionnairesadministered
us make better decisions, improve our The process flow of customer complaint to customers.
business and the overall customer and resolution is as follows: „„ Keep in Touch activities with
experience. customers
Thesevariousevaluationswerecarriedout
Complaints channels „„ The officer at the receiving point of a to afford our organization the opportunity
customer’s complaint acknowledges to evaluate customers’ perception about
Our goal is to be accessible whenever and records the complaint. us, in order to ensure that processes are
and wherever our customers need us continuously reviewed to improve service
and also drive engagement to foster „„ The complaint is reviewed and it is delivery and enhance product quality.
mutual relationship. In view of this, we determined if the complaint could
were available via the following multi- be resolved at first-level. Feedback on customers’
channel platforms to engage customers complaints to AXA Mansard
and address their requests: „„ W here the complaint can be resolved Insurance Plc
1. AXA Mansard CCare and Complaint at the first level, a resolution is
immediately provided to the customer. Feedback on customers’ complaints
email channels, is provided to Management, relevant
2. AXA Mansard hotline, „„ W here such complaint cannot be Units and Groups within the organization
3. AXA Mansard Website, resolved at the first level, the receiving to ensure that complaints and issues
4. Correspondence from customers, point forwards such complaint to the raised by customers are brought to their
5. AXA Mansard Twitter handle, Google+, appropriate unit in the organization knowledge, so as to bring about further
to resolve, while also keeping the review and inclusion of best practice.
Instagram, Facebook channel and customer informed.
Live Chat Platform on the website The feedback gathered ensures that:
Customers can also pay a visit to any of our „„ Upon resolution, the customer is
Welcome Centers nationwide to interact contacted and the resolution is „„ AXA Mansard retains her customers
with our staff and provide feedback. explained to the customer. as customers feel appreciated and
The addresses for these centres can be respected;
found on our website –https://www. „„ T he complaint case is closed and
axamansardplc.com/office-directory marked as resolved. „„ The quality service delivery at
AXA Mansard is maintained and
Resolution structure In addition to our current process is the standardized across board;
utilization of the Customer Relationship
Our resolution structure shows a standard Management (CRM) application for „„ A reliable source of identifying
process flow on how complaints are documentation and review of the improvement opportunities is
resolved within stipulated timelines and customer experience. The combination presented to management; and
steps taken to mitigate future occurrence of these processes have adequately
while also presenting opportunity for helped us measure customer resolution, „„ A reliablesourceofdataoncustomers’
continuous innovation. For this purpose, and provided statistical summaries on complaints and expectations is
we have a dedicated Customer Interface customer relationship management. collated.
team which comprises the Contact
Centre and Branch Operations teams. Customers’ opinion on The feedback received is circulated to
The Contact Centre is responsible for products management staff through the company’s
prompt investigation and resolution of internal information channel for the
customers’ complaints within the approved To enrich our customer experience, we general information of all staff.
period. The Contact Centre liaises with paid attention to customer’s opinion and
included periodic keep in touch activities Incidence of complaint not resolved
to evaluate their perspectives and opinions within stipulated turnaround time, was
about our products and services. largely due to dependency on third party

22 AXA Mansard Annual Report & Accounts 2018

2018 Corporate Social Responsibility Report (cont’d)

assistance in resolutions. However, all „„ O ur Keep in Touch (KIT) Process, call back, social media handles etc.).
complaints are usually resolved within which helps us continuously engage Our availability has made it easy for
24 hours. If the issue exceeds our stated and interact with our customers. This customers to walk in or engage us and
turnaround time, it is mandatory that has in turn helped the organization have a delightful experience while
complaints are closed with our customers address customer concerns before their concerns are being addressed.
consent at an agreed upon time. they became complaints.
We continually strive to ensure
improvements in our service delivery with „„ Anincreaseinnumberofourcustomer
a view to reducing customer complaints. touch points (welcome centers,
Major tools for achieving this include: contact centre, live chat, website

Report of complaints received and resolved by the organization between January – December 2018

Month Number of Number of Number of Number of
January complaints received complaints resolved complaints complaints
February unresolved unresolved within
March during the year 52 target timelines
April 52 32 Nil
May 32 16 Nil Nil
June 16 23 Nil Nil
July 23 16 Nil Nil
August 16 8 Nil Nil
September 8 14 Nil Nil
October 14 6 Nil Nil
November 6 10 Nil Nil
December 10 3 Nil
Total 3 11 Nil 1
11 7 Nil 1
60 7 198 Nil Nil
Nil Nil
198 Nil
2

Number of Complaints Received During the Period (Jan - Dec 2018)

50

Number of Complaints 40
30

20 52

10 32 23

16 16 8 14 6 10 11 7
3
0
Jan Feb Mar Apr May June July Aug Sept Oct Nov Dec

The spikes noticed in the months of January, February, and April are discussed in the summary below.

AXA Mansard Annual Report & Accounts 2018 23

2018 Corporate Social Responsibility Report (cont’d)

From the data above, we identified three We also continued to drive the customer and delivering on our corporate social
major spikes, in the months of January, based initiative geared towards revamping responsibilities. This is evident in our
February, and April 2018. In the month our existing customer engagement constant improvement of the ESMS
of January, we had an increase in the lifecycle. This prompted customers ahead tools and processes we use to ensure
number of offline liquidation requests. of their contributions and also allowed that it continues to function efficiently
The number of complaints from this them plan adequately beforehand. and effectively, we put other identified
were directly related to a technical issue All these initiatives allowed us to E&S risk that emerge in the course of the
which resulted in some customers not expand engagement with customers, year into consideration as well as ensure
receiving email acknowledgments for also creating multiple opportunities to that changes in relevant environmental
their liquidation requests. This was address enquiries and drive excellent standards are reflected.
corrected and customers were engaged service delivery. The management of E&S risks is governed
and sensitized on the option to use our by its Environmental & Social Management
online self-service platform, where they SUSTAINABILITY REPORT System (ESMS) framework, which consists
can initiate their liquidation requests, of a policy, a set of procedures to identify,
track the status in real time and confirm The Environmental and assess and manage environmental and
completion of the settlement process. Social Management social risks in our clients’ operations
We strengthened our digital drive last year, System-Our approach and the assignment of administering
deploying marketing campaigns to push such responsibility by the Enterprise
our online channels. As a result, we had As the foremost insurance company in Risk Management (ERM) unit.
an increase in the number of customers Nigeria to pioneer and incorporate the In addition, through our Environmental &
who explored our online self-service environment and social facets of risk Social ManagementSystemprocesses,we
channels in February and April. These management, as an ancillary function to evaluate our clients’ current capabilities
complaints resulted from the fact that mainstream insurance risk underwriting, in managing identified environmental &
some customers had obsolete data in AXA Mansard remains passionate and social risks that could arise in the cause
our system and as a result were unable dedicated to managing the potential of their business operations and we
to enjoy seamless online set-up. We Environmental & Social risks of our offer advisory services and also assist
were able to revalidate details to allow business and applying the appropriate in developing E&S framework as value-
them complete the sign-up process. standards in the review of our business added service.
As a way forward, our keep-in-touch operations and those of our clients, We are committed to assisting our
activities were refocused on revalidating as well as in our relationship with the clients develop environmental and
customer data to reduce these type of communities in which we operate social risk management frameworks as
complaints. Our Environmental and Social risk a value-added service. This we believe,
The complaints received for this year management framework constitutes is mutually beneficial to our clients and
(2018)haveallbeentreated appropriately an integral part of our robust corporate ourselves in relation to managing E&S
as customer satisfaction is paramount governance, social responsibility and risks as the success of our customers,
to our organization. enterprise risk management strategies. clients and stakeholders guarantees
This year, we introduced the customer Our obligation to uphold environmental future business, which strengthens our
focused initiative called the Claims First and social sustainability considers the commercial sustainability.
Responder initiative, which provides occupational and community health,
immediate support to customers at safety and security concerns of the Continuous awareness
the point of the accident. The First businesses we underwrite and advocates
responder officers provide on-the-spot social responsiveness amongst our A significant contribution we are making
assistance to eligible customers at the clients in relation to these risks. to socioeconomic development is in
scene of an accident, assess damage We are taking a more serious look at creatingawarenessbytrainingandbuilding
to customers’ vehicles and start the the environmental and social impacts the capacity of our employees in the
claims settlement process with a view and risks potentially associated with our subject of sustainability and enlightening
to reduce the processing time. business activities as we strive to retain our customers, clients and all other
our standards and the delicate balance stakeholders.
between ensuring viable competitiveness

24 AXA Mansard Annual Report & Accounts 2018

2018 Corporate Social Responsibility Report (cont’d)

We seek to increase our clients’ Our commitment It is our belief that for sustainability
understanding of how E&S issues can initiative to thrive within the Nigerian
impact their business, thereby reducing We will remain focused and committed on insurance industry, a firm commitment
resistance to environmental and social sustainable performance. This translates by and robust collaboration with all
risk managment requirements and into taking measures to minimize harm industry stakeholders is necessary. We
developing strong partnership for in the communities we operate in. We are committed to this.
sustainability. would continually communicate our
progress, create more awareness and
promote such drives from other players
in the industry.

AXA Mansard Annual Report & Accounts 2018 25

Corporate Governance Report

AXA Mansard Insurance Plc (“the Group”) through the effective management of In fulfilling its primary responsibility, the
has consistently developed corporate the Company. The Board of Directors is Board is aware of the importance of
policies and standards to encourage good responsible for the efficient operation of achievingabalancebetweenconformance
and transparent corporate governance the Company and to ensure the Company to governance principles and economic
framework to avoid potential conflicts of fully discharges its legal, financial and performance.
interest between all stakeholders whilst regulatory responsibilities. The powers reserved for the Board
promoting ethical business practices. The Board also reviews corporate include the following:
This is the foundation of our history, performance,monitorstheimplementation a) determination of Board structure,
values and culture as a Company for of corporate strategy and sets the
building and sustaining an endurable Company’s performance objectives. The size and composition, including
institution that guarantees profitability Board monitors the effectiveness of its appointment and removal of
and professionalism whilst enhancing governance practices, manages potential Directors, succession planning for
shareholders’ value. conflict and provides general direction to the Board and senior management
As a public quoted company, the Management. These oversight functions and Board Committee membership;
Company strives to carry out its business of the Board of Directors are exercised b) approvalofmergersandacquisitions,
operations on the principles of integrity through its various Committees. The branchexpansionandestablishment
and professionalism whilst enhancing Board has four (4) Committees to ensure of subsidiaries; approval of
shareholders’ value through transparent the proper management and direction remuneration policy and packages
conduct at all times with the adoption of the Company via interactive dialogue. of the Board members
and application of local regulatory The Board membership comprises of c) approval of policy documents
standards as well as international best eleven (11) members, including the on significant issues including
practices in corporate governance and Chairman, six (6) Non-Executive Directors, Enterprise-wide Risk Management,
service delivery. three (3) Executive Directors and one (1) Human Resources, Corporate
In order to ensure consistency in its Independent Director appointed based on governance and Anti – money
practice of good corporate governance, the criteria laid down by NAICOM for the laundering
the Company continuously reviews its appointment of Independent Director(s). d) approval of resolutions and
practicetoalignwiththevariousapplicable The Independent Director does not have corresponding documentation for
Codes of Corporate Governance such any significant shareholding interest or shareholders in general meeting(s),
as the SEC Code and the NAICOM Code any special business relationship with shareholders circulars, prospectus
with particular reference to compliance, the Company. The effectiveness of the and principal regulatory filings with
disclosures and structure. Furthermore, Board derives from the appropriate the regulators.
an annual board appraisal is conducted balance and mix of skills and experience e) approval of major changes to the
by an Independent Consultant appointed of Directors, both Executive and Non- Company’s corporate structure
by the Company whose report is Executive. The Company’s Board is (excluding internal reorganizations)
submitted to NAICOM and presented made up of seasoned professionals, andchangesrelatingtotheCompany
to shareholders at the Annual General who have excelled in their various capital structure or its status as a
Meeting of the Company in compliance professions and possess the requisite public limited company
with the recommendation of the NAICOM integrity, skills and experience to bring f) approval of quarterly, half-yearly
Code of Corporate Governance. to bear independent judgment on the and full year financial statements
deliberations of the Board. (whether audited or unaudited) and
Governance structure anysignificantchange inaccounting
The Board Responsibilities of the policies and/or practices
Board
The governance of the Company AXA Mansard Annual Report & Accounts 2018
resides with the Board of Directors The Board determines the strategic
who is accountable to shareholders for objectives of the Company in delivering
creating and delivering sustainable value long-term growth and short-term goals.

26

Corporate Governance Report (cont’d)

g) the determination and approval Company’s Secretary (iv) Ability to add value to the
of the strategic objectives and Organization
policies of the Company to deliver The Company Secretary is a point of
long-term value; reference and support for all directors. It Induction and continuous
is the Company Secretary’s responsibility training of Board
h) approvaloftheCompany’sstrategy, to provide the directors with all requisite members
medium and short term plan and information promptly and regularly.
its annual operating and capital The Board may, through the Company On appointment to the Board, all directors
expenditure budget Secretary, obtain information from receive a formal induction tailored to
external sources, such as, consultants meet their individual requirements. The
Roles of key members of and other advisers, if there is a need for new directors are oriented about the
the Board outside expertise. company and its operations through the
The Company Secretary is responsible Company Secretary via the provision of
The positions of the Chairman of the for assisting the Chairman and Chief the company’s Articles of Association,
Board and the Chief Executive Officer are Executive Officer in the formulation of relevant statutory books and regulations
separate and held by different persons. an annual board plan, organization of and adequate information on the
The Chairman and the Chief Executive board meetings, and ensuring that the operations.
Officer are not members of the same minutes of board meetings clearly and The directors are also given a mandate and
extended family. properly capture the board’s discussions terms of reference to aid in performance
and decisions. of their functions. Management further
The Chairman strives to acquaint the new directors
Director nomination with the operations of the Company via
The Chairman has the responsibility to process trainings/seminars to the extent desired
lead and manage the Board to ensure that by new directors to enable them function
it operates effectively and fully discharges The Board agrees on the criteria for the in their position.
all its statutory responsibilities, whilst desired experience and competencies The training and education of directors
promoting effective relations and open of new directors. The Board has power on issues pertaining to their oversight
communication within the boardroom. under the Articles of Association to functions is a continuous process, in
The Chairman discharges his duties with appoint a director to fill a casual vacancy order to update their knowledge and
prudence, integrity and professional or as an additional director. skills and keep them informed of new
skills at all times. The balance and mix of appropriate developments in the insurance industry
skills and experience of Non-Executive and operating environment.
The Chief Executive Directors is taken into account when
Officer considering a proposed appointment. Changes on the Board
In reviewing the Board composition, the
The Chief Executive Officer is charged Board ensures a mix with representatives There were changes in the composition
with supervisory role over the technical from different industry sectors. of the Board in the course of the year.
operations of the Company, which The shareholding of an individual in the The Board at its 73rd and 76th meeting
involves investment management, risk company is not considered a criterion accepted the resignation of Mr. Jad
management, formulation of policies, for the nomination or appointment of a Ariss and Mr Frederic Flejou, both Non-
and the implementation of operational director. The appointment of directors Executive Directors of the Company.
decisions. The CEO is the first line of is subject to the approval of NAICOM.
reference for issues to be discussed at The following are considered critical in Re-Election of Directors
the Board, and is charged with ensuring nominating a new director;
compliance with regulations and policies (i) Ster ling reput at ion, and In accordance with the provisions of the
of both the Board and regulatory Articles of Association, the Directors to
authorities. demonstrable adherence to the retire by rotation at the 27th Annujal
highest personal moral and ethical General Meeting of the Company are: Mr.
The Independent Director standards Lesley Ndlovu and Mr. Thomas Wilkinson.
(ii) Professionalism The retiring Directors, being eligible,
In line with the NAICOM code of corporate (iii) Independence, objectivity and offer themselves up for re-election. their
governance,theBoardhasanIndependent dedication profiles are as shown below:
Director who is responsible for the (iv) Impeccable corporate governance
protection of shareholders’ rights and record i) Mr. Lesley Ndlovu
interestsintheCompany.TheIndependent
Director does not represent any particular Mr. Ndlovu holds a Bachelor of Accounting
shareholding interest, nor hold any Science from the University of South
business interest in the Company, to Africa. He is a member, Institute of
ensure his objective contributions to
the Company’s development. 27

AXA Mansard Annual Report & Accounts 2018

Corporate Governance Report (cont’d)

Chartered Accountants of Zimbabwe and School, UK; Customer Focused Marketing, of Non-Executive directors is guided
Chartered Financial Analyst (CFA) Institute. London Business School. Prior to joining by the provisions of the NAICOM and
He was a Senior Associate at Deloitte, AXA Group, he was the Vice President SEC Codes which stipulate that the
Zimbabwe; Audit Manager, at Deloitte, & Engagement Manager to UK, USA & remuneration for Executive Directors’
Bermuda. He was the Vice President – Canada, Winterthur, Credit Suisse Group, should be limited to Directors’ fees and
Investment, Axis Capital Bermuda and CH. where he was reporting to CEOs of reimbursable travel and hotel expenses.
Investment Manager at AXA Singapore. the Group in fifteen countries. He was Director’s fees and sitting allowance were
He later became the Executive Assistant in-charge of Accounts Management paid to only Non-Executive Directors as
the Group Deputy CEO, AXA, France. Mr. and Systems Engineering, IBM Software recommended by the Board Governance,
Ndlovu was appointed to the Board of Business, UK. He was the Strategy Remuneration, and Establishment &
AXA Mansard Insurance Plc. on the 31st Manager, Group Strategic Planning, AXA General Purpose Committee.
of December 2014. Group, Paris, France. Subsequently, he
was a Director of Marketing; Director Board Meetings
ii) Mr. Thomas Wilkinson of Strategy and Proposition; Director
of Strategy, Planning and New Markets The Board of Directors’ meetings are
Mr. Wilkinson is an Alumna of the University in AXA Wealth, UK. Mr. Wilkinson was held every quarter, or as the need
of Portsmouth with B.Sc. in Sociology. appointed to the Board of AXA Mansard arises, to consider the Company’s
He has an MBA from the Copenhagen Insurance Plc. on the 31st of December financial statements for the period or
Business School, Denmark. He has 2014. to review management accounts for the
attended several training programmes quarter. At the meetings, the directors
including AXA Strategic Management Non-Executive Directors also consider the reports and minutes
Programme; IMD, Switzerland; Strategic (NEDs) Remuneration of Board committees, and any other
Decisions Programme and Executive reports pertaining to issues within the
Coach Training, Ashridge Business The company’s policy on remuneration scope of the Board’s responsibilities.

The Board met five (5) times during the period ended December 31, 2018.

Name of Director Composition Meetings 20-Feb-18 10-May-18 26-Jul-18 13-Sep-18 29-Nov-18
attended X X X
X X X
Mr. Olusola Adeeyo Director 5 XX X X X
X X X
Mr. Kunle Ahmed Director 5 XX X X -
X X X
Mr. Tosin Runsewe Director 5 XX X X X
X X X
Mr. Yomi Onifade Director 5 XX X X X

Mrs. Karima Silvent Director 3 X- N/A N/A N/A
- - N/A
Mr. Lesley Ndlovu Director 5 XX

Mr. Ohis Ohiwerei Director 5 XX

Mr. Frédéric Coppin Director 5 XX

Mr. Tom Wilkinson Director 4 -X

Mr. Jad Ariss* Director N/A N/A N/A

Mr. Frédéric Fléjou** Director 1 -X

* Resigned from the Board effective from 20 February 2018.

**Resignation from the Board effective from 29 November 2018.

28 AXA Mansard Annual Report & Accounts 2018

Corporate Governance Report (cont’d)

Board Committees recommendations to the Board, which The Committee shall be responsible for
retains responsibility for final decision the review of the integrity of the data
The Board carries out its responsibilities making. and information provided in the Audit
through its Committees, which have All Committees in the exercise of their and/or Financial Reports.
clearly defined terms of reference, powers as delegated conform to the
setting out their roles, responsibilities, regulations laid down by the Board, with The Committee shall provide oversight
functions and scope of authority. The well-definedtermsofreference contained functions with regard to the company’s
Board has four (4) Committees, namely: in the charter of each Committee. The financialstatementsanditsinternalcontrol
a) Statutory Audit Committee, Committees render reports to the Board and risk management functions. The
b) Board Investment & Finance at the Board’s quarterly meetings. Committee shall ensure compliance with
A summary of the roles, responsibilities, legal and other regulatory requirements,
Committee, composition and frequency of meetings assessment of qualifications and
c) Board Risk Management and of each of the Committees are as stated independence of external auditor; and
hereunder: performance of the company’s internal
Technical Committee and (i) Statutory Audit Committee audit function as well as that of external
d) Board Governance, Remuneration, Auditing is vital to ensuring that accounting auditors.
norms for insurance businesses are The Committee Chairman shall report
Establishment & General Purpose effectively applied and maintained formally to the Board on its proceedings
Committee. with an aim to monitor the quality of after each meeting on all matters within
Through these Committees, the Board is internal control procedures and ensure its functions and responsibilities.
able to more effectively deal with complex compliance with all regulatory directives. The Committee shall make whatever
and specialized issues and to fully utilize recommendations to the Board it deems
its expertise to formulate strategies for appropriate on any area within its remit
the Company. The Committees make where action or improvement is needed.

The Committee is made up of the following members:

1. Mr. Ohis Ohiwerei Non-Executive (Independent) Director – Chairman
2. Mr. Lesley Ndlovu Non-Executive Director – Member
3. Mr. Akingbola Akinola Shareholder’s Representative – Member
4. Mrs. Ayodeji Oloye Shareholder’s Representative – Member

The Committee met five (5) times during the year under review:

Name Composition Meetings 8-Feb-18 3-May-18 19-Jul-18 13-Sep-18 20-Oct-18
attended X X X X X
X X X X X
Mr. Ohis Ohiwerei Chairman 5 X X X X X
X X X X X
Mr. Lesley Ndlovu Member 5

Mr. Akingbola Akinola Independent shareholder 5

Mrs. Ayodeji Oloye Independent shareholder 5

(ii) Board Investment and Finance Committee
The Committee has supervisory functions over investment and other finance-related issues such as capital & funding requirements.

The responsibilities of the Committee include the consideration and approval of all investments above management limit, the
review and approval of the investment manual on a periodic basis and, in particular the financial implications of new and major
investment strategies/initiatives.

The Committee is made up of the following members:

1. Mr. Frédéric Fléjou Non Executive Director Chairman
2. Mr. Lesley Ndlovu Non Executive Director Member
3. Mr. Tosin Runsewe Executive Director (Client Services) Member
4. Mr. Yomi Onifade Executive Director (Technical) Member

AXA Mansard Annual Report & Accounts 2018 29

Corporate Governance Report (cont’d)

The Committee met four (4) times during the year under review:

Name Composition Meetings attended 19-Feb-18 8-May-18 25-Jul-18 28-Nov-18
Mr. Frédéric Fléjou* Chairman 1 - X - N/A
4 X X X X
Mr. Lesley Ndlovu Member 4 X X X X
4 X X X X
Mr. Tosin Runsewe Member
Mr. Yomi Onifade Member

* Resigned from the Board effective from 29 November 2018.

(iii) Board Risk Management and Technical Committee
The Board Risk Management and Technical Committee has supervisory functions over risk management, the risk profile, the
enterprise-wide risk management framework, underwriting functions of the Company and the risk-reward strategy as determined
by the Board.

The Committee is responsible for overseeing management’s process for the identification of significant risks across the company,
and the adequacy of prevention, detection and reporting mechanisms. The Committee is also charged with the review of large
underwritten risks in order to verify the adequacy of the reinsurance cover.

The Committee is made up of the following members:

1.  Mr. Frédéric Coppin Non Executive Director Chairman
Member
2.  Mr. Kunle Ahmed Chief Executive Officer Member
Member
3.  Mr. Tosin Runsewe Executive Director (Client Services)

4. Mr. Yomi Onifade Executive Director (Technical)

The Committee met four (4) times during the period under review:

Name Composition Meetings attended 19-Feb-18 8-May-18 24-Jul-18 28-Nov-18
Mr. Frédéric Coppin Chairman 4 X X X X
Mr. Kunle Ahmed Member 4 X X X X
Mr. Tosin Runsewe Member 4 X X X X
Mr. Yomi Onifade Member 4 X X X X

(iv) Board Governance, Remuneration, Establishment and General Purpose Committee
The Committee is responsible for establishing the criteria for board and board committee memberships, appointments
to executive management and review of candidates’ qualifications, and any potential conflicts of interest. In addition, the
Committee is responsible for assessing the contribution of current directors in connection with their re-nomination and making
recommendations to the Board.

The Committee ensures that a succession policy and plan exists for the positions of chairman, CEO/MD, the executive directors,
and senior management.

The Committee is made up of the following members:

1.  Mrs. Karima Silvent Non Executive Director Chairman
3.  Mr. Ohis Ohiwerei Non Executive (Independent) Director Member
3.  Mr. Frédéric Fléjou Non Executive Director Member
4.  Mr. Tom Wilkinson Non Executive Director Member
5. Mr. Lesley Ndlovu Non Executive Director Member

30 AXA Mansard Annual Report & Accounts 2018

Corporate Governance Report (cont’d)

The Committee met four (4) times during the period under review:

Name Composition Meetings attended 20-Feb-18 9-May-18 25-Jul-18 28-Nov-18
X - X -
Mrs. Karima Silvent Chairman 2 X X X X
- X -
Mr. Ohis Ohiwerei Member 4 - X X N/A
- - X X
Mr. Frédéric Fléjou* Member 1 X

Mr. Tom Wilkinson Member 3

Mr. Lesley Ndlovu** Member 2

* Resigned from the Board effective from 29 November, 2018.

** Appointed to the Committee from 25 July, 2018.

Annual Board Appraisal adequate information on a timely basis, „„ Efficiency: The Company uses
about the Company’s businesses and moderncommunicationtechnologies
The Code of Corporate Governance for operations at appropriate intervals and in a timely manner to convey its
insurance institutions recognizes that a in an appropriate manner, to enable the messages to its target groups.
good corporate governance framework Board to carry out its responsibilities. The Company responds without
must be anchored on an effective and Furthermore, the Board and management unnecessary delay to information
accountable Board of Directors whose of the Company ensures that requests by the media and the
performance is assessed periodically. The communication and dissemination of public
annual appraisal would be conducted information regarding the operations
at the end of the financial year, as well and management of the company to „„ T ransparency: The Company
as the Company’s compliance status shareholders, stakeholders and the strives in its communication to be
with the provisions of NAICOM. general public is timely, accurate and as transparent and open as possible
continuous, to give a balanced and fair while taking into account the concept
Shareholders view of the Company’s financial and of confidentiality between the
non-financial matters. Such information, Company and its customers. This
The Company recognizes the rights of which is in plain language, readable contributes to maintaining a high
its shareholders and other stakeholders, and understandable, is available on the level of accountability
and is driven to deliver desired value to Company’s website, www.axamansard.
these shareholders and stakeholders. com. „„ Clarity: The Company aims at
The shareholders are provided with ThewebsitealsohasanInvestorsRelations clarity, i.e. to send uniform and clear
detailed information on the Company’s portal where the company’s annual messages on key issues
activities and financial results via the reports and other relevant information
annual accounts. They are also provided about the company is published and „„ C ultural awareness: The Company
with the opportunity to make enquiries, made accessible to its shareholders, operates in a multicultural
obtain information, share ideas, and stakeholders and the general public. environment and accordingly
express their concerns and opinions In order to reach its overall goal on recognizes the need to be sensitive
on all issues. These are communicated information dissemination, the Company to the cultural peculiarities of its
to Management and the Board and, on is guided by the following Principles, operating environment
a broader scale, at the Annual General legislation and codes of corporate
Meeting of the Company. governance of the jurisdictions within „„ Feedback: The Company actively
which it operates. These include the and regularly seeks feedback on its
Protection of Insurance Act, the NAICOM Operational image and communication activities
Shareholders’ Rights Guidelines, the Companies and Allied both from the media as well as from
Matters Act (CAMA) and the codes of its key target groups. This feedback
The Board ensures the protection of Corporate Governance issued by NAICOM is used in future activities.
the statutory and general rights of and SEC.
shareholders at all times, particularly The principles that guide the Company’s Independent advice
their right to attend and vote at general information dissemination include the
meetings. All shareholders are treated following; The Board of Directors at their own
equally, regardless of volume of discretion and at the Company’s
shareholding or social status. expense required to seek Independent
professional advice when required to
Communication policy enable a Member of the Board effectively
perform certain responsibilities.
It is the responsibility of the executive
management under the direction of the 31
Board, to ensure that the Board receives

AXA Mansard Annual Report & Accounts 2018

Corporate Governance Report (cont’d)

Insider trading and price The Secretary to the Committees is the implemented a Complaints Management
sensitive information Company Secretary. Policy which is a platform that addresses
complaints arising out of issues that
The Company is clear in its prohibition of Monitoring compliance are covered under the Investments
insider trading by its Board, management, with corporate and Securities Act, 2007 (ISA) by the
Officers and related persons who are governance Company’s shareholders.
privy to confidential price sensitive i) Chief Compliance Officer The Complaints Management policy
information. Such persons are further was designed to handle and resolve
prohibited from trading in the Company’s The Chief Compliance Officer monitors complaints from all shareholders of the
securitieswheresuchtransactionswould compliance with money laundering Company. The policy was endorsed by
amount to insider trading. requirements and the implementation the Company’s senior management,
Directors, insiders and related parties of the Corporate Governance Code of who would also be responsible for its
are prohibited from disposing, selling, the Company. The Chief Compliance implementation and monitoring of
buying or transferring their shares in Officer together with the Chief Executive compliance.
the Company for a period commencing Officer certifies each year to NAICOM/ A copy of the Complaints Management
from the date of receipt of such insider SEC that they are not aware of any other Policy shall be made available for
information until such a period when violation of the Corporate Governance inspection to shareholders of the
the information is released to the public Code, other than as disclosed during Company at the Annual General Meeting
or any other period as defined by the the course of the year. of the Company. The policy can found
Company from time to time. on the Company’s Website, www.
ii) Whistle blowing axamansard.com.
Securities Trading Policy procedures
Internal management
The Company adopted and implemented In line with the Group’s commitment to structure
a Securities Trading Policy which is instill the best corporate governance
applicable to all Directors and Employees. practices, a whistle blowing procedure The Group operates an internal
The policy has been circulated to all was established that ensures anonymity management structure where all roles
Directors and employees and can be on any reported incidence(s). The Group and responsibilities are clearly defined.
found on the Company’s Website, www. has a dedicated e-mail address for An annual appraisal of the duties assigned
axamansard.com whistle-blowing procedures. and dedicated to each person is done by
the first quarter of the preceding year.
Management committees Code of professional
conduct for employees
The Company has 2 Committees:
The Management Committee (MC) is The Group has an internal Code of
the Committee set up to identify and Professional Conduct, which all members
make recommendations on strategies of staff are expected to subscribe to
that will aid the long term objectives of upon assumption of duties. Staff is also
the Company. Whilst the Management required to reaffirm their commitment
Underwriting and Investment Committee to the Code annually. All members of
(MUIC) was initiated to analyze the risks staff are expected to strive to maintain
the Company is underwriting at any the highest standards of ethical conduct
given period. and integrity in all aspects of their
The MUIC also ensures that risk investment professional life as contained in the Code
limitsascontainedintheBoardInvestment of ProfessionalConductwhich prescribes
and Finance manual are complied with the common ethical standards, culture
at all times. They provide inputs from and policies of the Group relating to
the Board Committee and also ensure employee values.
that recommendations of the Board
Committeesare effectivelyandefficiently Complaints Management
implemented. Both Committees meet Policy
frequently as necessary to immediately
take action and decisions within the In accordance with the rules and
confines of their powers. regulations of The Securities & Exchange
Commission, the Company adopted and

32 AXA Mansard Annual Report & Accounts 2018

Corporate Governance Report (cont’d)

SHARE CAPITAL HISTORY

As at 31 December 2018, the Company’s Authorized capital was =N=5,250,000,000 divided into 10,500,000,000 Ordinary shares of
50k each, while the issued capital was =N=5,250,000,000 divided into 10,500,000,000 ordinary shares of 50 kobo each. The initial
share capital upon incorporation and subsequent changes therein are as follows:

Date Authorized increase Cumulative Issued (=N=) Increase Cumulative (=N=)
1989 - 34,300,000 - 17,150,000
1998 40,646,000 20,323,000
1999 6,346,000 46,624,000 3,173,000 23,312,000
2000 5,978,000 47,330,000 2,989,000 23,665,000
2002 200,128,000
2004 706,000 1,000,000,000 353,000 100,064,000
2006 152,798,000 5,746,440,954 76,399,000 500,000,000
2006 799,872,000 9,685,185,463 399,936,000 2,873,220,477
2007 4,746,440,954 10,000,000,000 2,373,220,477 4,842,592,731
*2007 3,938,744,509 5,000,000,000 1,969,372,254 5,000,000,000
2008 314,814,537 8,750,000,000 157,407,269 2,500,000,000
2009 (5,000,000,000) 10,000,000,000 (2,500,000,000) 4,375,000,000
2010 3,750,000,000 10,000,000,000 1,875,000,000 5,000,000,000
2011 1,250,000,000 10,000,000,000 625,000,000 5,000,000,000
2012 10,000,000,000 5,000,000,000
2013 - 10,500,000,000 - 5,000,000,000
2014 - 10,500,000,000 - 5,000,000,000
2015 - 10,500,000,000 - 5,250,000,000
2016 500,000,000 10,500,000,000 - 5,250,000,000
2017 - 10,500,000,000 250,000,000 5,250,000,000
2018 - 10,500,000,000 - 5,250,000,000
- - 5,250,000,000
- -
- -

The Company’s issued and fully paid share capital was reconstructed by a special resolution of the Board at its meeting on the 18th

of October, 2007, to achieve a reduction surplus nominal value arising from the 31st October 2007 and registered by the
of 50% with the result that the issued reconstruction being transferred to the Corporate Affairs Commission on the
and fully paid share capital will stand at Company’s capital reserve account. The 18th of December 2007.
=N=2,500,000,000 divided into 5,000,000,000 reconstruction was sanctioned by the
Ordinary shares at 50k each with the Federal High Court of Nigeria, Lagos on

AXA Mansard Annual Report & Accounts 2018 33

internal control &
risk management

Risk Management „„ The Company continually reviews addition, business units have the primary
its activities to determine inherent responsibility for managing risks and
Our Guiding Principles risks level and adopt appropriate required to take responsibility for the
risk response at all times. identification, assessment, management,
We have incorporated an approach aimed monitoring and reporting of risks arising
at creating and maximizing sustainable „„ T he Company will make decisions within their respective businesses,
/superior value to our stakeholders that based on resilient analysis of the thereby ensuring an informed risk and
strategically balances the risk and reward implications of such risk to its strategic reward balance.
in our business. goals and operating environment.
AXA Mansard’s Risk philosophy is guided 2nd line – Risk Control
by the following principles: Risk Management
„„ T heCompanywillnottakeanyaction Framework The Company’s risk management function
provides oversight and independent
that will compromise its integrity. Our risk management framework was reporting to executive management,
It shall identify, measure, manage, fashioned to uphold a resilient risk implementstheGroup’srisksmanagement
control and report as practical as management culture and integrate risk policy in the business units, approve
possible all risks. considerations into management and risk specific mandates and provide an
„„ T he Company will at all times comply decision-making processes, through independent overview of the effectiveness
with all government regulations a risk governance structure across the of risk management by the first line of
and uphold corporate standards entire enterprise. defense. Other internal stakeholders
in accordance with international We operate and maintain the ‘three in the role include our legal services,
best practice. lines of defense model’ for the oversight Compliance and Quality Assurance and
„„ The Company will institute a and management of risk to create and Internal Control.
sustainable risk culture enterprise- promote a culture that emphasizes
wide. effective management and adherence to 3rd line – Risk assurance
„„ The Company will only accept risks operating controls as illustrated below:
within its risk acceptance criteria and The last line of defense comprise of the
have commensurate returns and 1st line – Risk Owners internal audit function that provides
continually review its activities to independent and objective assurance
determine inherent risks level and The Board, management and line of the effectiveness of the Group’s
adopt appropriate risk response to managers: It involves broad setting of systems of internal control established
residual risk levels at all times. strategy, risk appetite, performance by the first and second lines of defense
measurement, establishment and in management of enterprise risks across
maintenance of internal control and the organization.
risk management in the business. In

34 AXA Mansard Annual Report & Accounts 2018

Internal Control & Risk Management System (cont’d)

Risk Management Governance Structure

BOARD

Board Audit & Compliance Board Governance, Board Investment & Board Risk Management &
Committee Remuneration, Establishment Finance Committee Technical Committee

and General
Purpose Committee

Management Committee

Management Underwriting Criticized Asset
& Investment Committee Committee

SYSCON Enterprise Risk Risk Management
Management Function Committee

Other Business
Functions

The remit of setting the organization’s risk appetite and approving the strategy for managing risk and organization’s system of
internal control in the overall directly lies with the Board of Directors. The implementation of this principal function is carried
out via its Board Committees as enumerated below:

COMMITTEES FUNCTIONS

Statutory Audit Committee „„ Oversight of financial reporting and accounting
„„ Oversight of the external auditor
„„ Oversight of regulatory compliance
„„ Monitoring the internal control process
„„ Oversight of risk management activities

Board Risk Management and Technical Committee „„ A ssist in the oversight of the review and approval of the companies
risk management policies including risk appetite and risk strategy.

„„ R eview the adequacy and effectiveness of risk management and
controls

„„ O versee management’s process for the identification of significant
risks across the company and the adequacy of prevention, detection
and reporting mechanisms

„„ R eview of the company’s compliance level with applicable laws and
regulatory requirements that may impact the company’s risk profile

„„ Review changes in the economic and business environment, including
emerging trends and other factors relevant to the company’s risk
profile

„„ Review large underwritten risks for adequacy of reinsurance and
other risk management techniques

„„ Review and recommend for approval of the Board risk management
procedures and controls for new products and services

AXA Mansard Annual Report & Accounts 2018 35

Internal Control & Risk Management System (cont’d)

COMMITTEES FUNCTIONS

Board Investment and Finance Committee „„ Reviews and approves the company’s investment policy

„„ Approves investments over and above managements’ approval limit

„„ Ensures that optimum risk return is achieved through asset and
liability matching

Board Governance, Remuneration, Establishment and „„ Establish the criteria for board and board committee memberships
General Purpose Committee
„„ Appoint executive management and review of candidates’
qualifications, and any potential conflicts of interest

„„ A ssess the contribution of current directors in connection with their
re-nomination and make recommendations to the Board

Integration of Risk and developing mechanisms to manage and has actively encouraged a risk
Management Functions: related risks establishing, documenting, culture that embraces innovation and
Our Approach and enforcing all policies that involve opportunity, primed risk-taking and
risk. The Chief Risk Officer (a member acceptance of risk as inherent in all our
The Risk Management function of the of this Committee) is responsible for activities, whilst reducing barriers to
company is primarily responsible for implementing these strategies. successful implementation.
coordinating the company’s cross The role of the Chief Risk Officer (CRO) Our structured approach to managing
functional response to risks. Other includes informing the Board as well risks is evident in the integration of
functions include: as the Management Committee about the risk management function; which
a) Drive an enterprise wide process to the risk profile of the Company and also is charged with the responsibility of
communicate the views of the Board undertaking risk-based audit on all
aggregate risk exposures, produce and Senior Management to the entire business units using outputs of the annual
risk reports and institute mitigation Company. company-wide risk assessment to guide
strategies; its annual audit program. A quarterly
b) Utilize risk control to ensure risk Risk appetite assessment exercise is conducted by
guidelines and policies approved this unit and a rated score expressed
by the board are adhered to; The Group recognizes that its continual in percentage is applied to measure the
adhered to. sustainability initiative is largely contingent level of compliance.
c) Championthegrowthofriskculture upon brand protection and enhancement
and awareness ; and of stakeholder value. Our ethos therefore Risk categorization
d) Leadanenterprisewideriskdialogue mandates that the Group is averse to risks
by instigating risk discussions in a that essentially erode corporate value. The Group is exposed to a myriad of
variety of fora. The Group’s risk appetite is primarily risks in the conduct of its business some
The Risk Managment Committee (RMC) of characterized by a clear risk strategy, of which are Insurance Risks, Financial
the Company provides recommendation monitoring and reporting procedure (Market, Credit, Liquidity) Risk, Operational
to the Board Risk Management and that provides the foundation to identify Risk, Reputational Risk, Emerging Risks,
Technical Committee on risk issues for potential deviations from our risk Environmental & Social Risk amongst
the latter to assess and possibly approve tolerances in a timely manner across others including Business continuity
in accordance with the company’s the enterprise, which is underpinned and Crisis management.
objectives of aligning risk appetite and by our top-down risk management
strategy. approach. Insurance Risk
TheBoardRiskManagementandTechnical The Risk Management policies and
Committee approves the Company’s risk procedures instituted are strategically This is the main risk occuring from our
appetite annually on the basis of robust aimed at managing potential, inherent underwriting. The risk in any insurance
assessment of risks that incorporates and residual risk categories inherent in contract is the possibility that the event
the prudent decision making of risk our operations. insured against occurs, resulting in
and reward trade-offs. The Board is The Board recognizes that the practice a claim. This risk is very random and
also responsible for evaluating strategic of risk management is critical to the unforeseeable. The fundamental risks
alternatives, setting related objectives, achievement of corporate objectives the Group faces under its insurance
contracts are:
36
AXA Mansard Annual Report & Accounts 2018

Internal Control & Risk Management System (cont’d)

„„ r eserving risk: underestimation/ on the company’s capital. Underwriting helps to mitigate the Group’s risk of
overestimation of the provision risk may either arise from an inaccurate total net insurance losses, increases
(reserves) for insurance liabilities assessmentoftherisksentailedinwriting our underwriting capacity,reduces our
which would lead to: an insurance policy, or from factors exposures to catastrophic risk and gives
„„ Deviations in Budget (expected wholly out of the underwriter’s control. us an opportunity of benefit from the
income) Underwriting risks form an integral part reinsurers’ expertise.
„„ U nder valuation of overall of our business. While we recognize that
premium (too competitive it is not practicable to eliminate all risks b) S ources of uncertainty
and then making losses on underwritten completely, we continually in the estimation of
policies)/loss of competitiveness strive to leverage on managing this type future claim payments
for good risks of risks as a mitigation strategy because
„„ R isk Appetite limits based on we believe that the continual profitability Claims on non-life insurance contracts
misleading KPI’s of our underwriting competencies, is a are payable on a claims-occurrence
reflection of strategies employed in risk basis. The Group is liable for all insured
„„ p ricing risk: This occurs if the decision making which is in conformity events that occurred during the term of
frequency or severity of claims and with our risk appetite. the contract. There are several variables
benefits are greater than estimated. Underwriting risks may arise through that affect the amount and timing of
Insurance events are random hence; the following ways: cash flows from these contracts. These
the actual number and amount of „„  I nadequate premium pricing vis a mainly relate to the inherent risks of
claims and benefits will vary from the business activities carried out by
year to year from the level established vis the risk insured against; individual contract holders and the
using statistical techniques. and „„ Ina p p r o p r iate r e in s ur a n c e risk management procedures adopted.
amount of claims and benefits will The reserves held for these contracts
vary from year to year from the level arrangements; comprises a provision for Incured but not
established using statistical. „„ Inadequate claims reserves- the Reported (IBNR), a provision for reported
claims not yet paid and a provision for
„„ U nderwriting risks: this could number of claims that occur may unearned premiums at the end of the
happen if: be higher than expected claims. reporting period.
„„ t he launch of new products „„ Moral hazard of policyholders
or the product re-pricing/ which may result in adverse claims c) P rocess used to decide
restyling don’t respect an experience. on assumptions
appropriate governance and
decision making process Non life business Depending on the volume of data in
weighing Risk, Profitability, the reserving classes, the appropriate
Legal, Marketing, Compliance These include the non-life contracts methodologies were used. Two methods
and Regulatory aspects. namely; Aviation, Oil & Gas (Energy), were used for the projection of claims.
„„ b usinesses are underwritten Engineering, Fire, General Accident, The Basic Chain Ladder Method (BCL)
without the validation of the Motor, Marine Cargo & Hull. and a Loss ratio method, adjusted for
necessarylevelsofauthorizations assumed experience to date. In more
and without sufficient technical a) F requency and severity recent years and where the claim
appreciation of the risks (size, of claims development seems slower than in
geolocation, etc.) the past, the Bornheutter – Ferguson
The frequency and severity of claims Method was used based on expected
Insurance risks covers 2 main businesses can be affected by several factors. The loss ratios. Claims data was grouped into
namely: Non life business and Life most significant are the increasing triangles by accident year, half-year or
business level of reimbursment for the damages quarter and payment year, half-year or
suffered as a result of road accidents. quarter. The choice between quarters,
Underwriting risk The Group manages these risks through half-years or years was based on the
its underwriting strategy, adequate volume of data in each segment. Payment
Underwriting risks relates to risks that reinsurance arrangements and proactive development patterns were used instead
premiums charged are inadequate to claims handling and investigations. of the reporting year patterns to allow for
cover the claims the company is legally Underwriting limits are in place to the longer tail development that would
obligedtopay.Furthermore,itisessential enforce appropriate risk selection criteria. be seen in payment/settlement delays
that those premiums match to the return The reinsurance arrangements include as well as to allow for the movement of
treaty and excess of loss coverage, it partial payments in the data.

AXA Mansard Annual Report & Accounts 2018 37

Internal Control & Risk Management System (cont’d)

Basic Chain Ladder method Life & Savings Reinsurance Agreements
(BCL)
This includes the Group Life, Annuities, Reinsurance is allowed for in the valuation
Development factors were calculated Credit Life and Individual Life policies by having gross and reinsurance ceded
using the last 3 to 9 years’ of data by records in the policy files. For IFRS
accident period. Ultimate development compliance purposes all reserves were
factors are calculated for each of the (a) Frequency and severity reported gross of reinsurance, with the
permutations and judgment is applied in of claims value of the reinsurance asset calculated
the selection of these factors. Ultimate and reported separately.
development factors are applied to the For contracts where death is the insured
paid data per accident period and an risk, the most significant factors that could Market Risk
ultimate claim amount is calculated. The increase the overall frequency of claims
future claims (the ultimate claim amount are terminal diseases or widespread This is the risk that the value of financial
less paid claims to date) are allocated changes in lifestyle, such as eating, instrument in general will change due
to future payment periods in line with smoking and exercise habits as well as to movements in market factors. Such
the development patterns calculated adverse changes in the socio-political movements may be occasioned by market
above. The outstanding claims reported climate resulting in earlier or more claims factors (volatilities) that are directly
to date are then subtracted from the than ideally expected. For contracts related to an individual investment and/
total future claims to give the resulting where survival is the insured risk, the or systemic risks.
IBNR figure per period. most significant risk management factors The four (4) risk exposures to Market
are continued improvement in medical risks arise through the following:
For cases where there were extreme science, human behaviour and social „„ I nterest rate risk: the potential risk
large losses that had been reported but conditions that would increase longevity.
not paid, and therefore would not have that the value of fixed income assets
influenced the development patterns, (b) Sources of will plummet owing to movements
the total case reserves were excluded uncertainty in the in market interest rates.
from the calculation for IBNR. estimation of future „„ Equity price risk: represents the
beneFIts payments and potential risk of loss in our investment
i.e. IBNR = U(elxtciml. eaxtteremclaeilmargaemloossuenst) premium receipts in stocks, occasioned by volatility
(mexinclu. esxptareidmcelalaimrgsetloosdsaetse) in prices
(mexinclu. sexctlareimmseolaurtgsetalonsdsiensg) Uncertainty in the estimation of future „„ Foreign exchange risk: potential
benefit payments and premium receipts risk of loss of an asset value held
Loss Ratio method for life insurance contracts arises from the in foreign currency due to adverse
unpredictability of long-term changes in changes in currency exchange rates.
For two of the classes, namely, Aviation overalllevelsofmortalityandthevariability „„ Property price risk: The Company’s
and Oil & Energy, there was limited data. A in contract-holder behavior.The Group portfolio is subject to property price
BCL method was therefore inappropriate. uses appropriate and acceptable base risk arising from adverse changes in
We allowed for expected experience to tables of standard mortality according the valuation of properties.
date and the average assumed ultimate to the type of contract being written.
loss ratio in carrying out the calculation Credit risk
(c) Valuation methods
The IBNR is then calculated as: This risk arises from the default of a
aEnxpneucatlelodsasvreartaioge ultimate Our management team establishes counterparty to fulfill its contractual
Mfour ltthipelipeadsbt y12eamrnoendthpsremium structures, reporting lines and appropriate obligation.
tMhienupsasetxp12eraiecncicdeetnot dmaotentohvser authorities and responsibilities in the Three (3) notable areas of exposure to
pursuit of the company’s strategic credit risks include:
An estimate of the average ultimate objectives. The internal audit function 1) Direct Default Risk: is the risk
loss ratio needed to be assumed. We reports on development and performance
based the loss ratios off of experience of internal control to the Board Audit of exposure a company may
that has been seen to date in previous Committee on a quarterly basis which experience due to non-payment
accident years. demonstrates Board oversight and of investment receipts or cash flow
independence of management. on assets at an agreed time by an
Annuities will be reserved for using a obligor following a contractual
discounted cash flow approach. Here agreement to do so. This type of
reserves are set equal to the present risk could also arise from failure of
value of future annuity payments plus registered Insurance Broker’s to
expenses, with allowance being made
for any guaranteed periods as required. AXA Mansard Annual Report & Accounts 2018

38

Internal Control & Risk Management System (cont’d)

remit premiums to the company The Health and Safety Policy framework stakeholders of AXA Mansard towards
after the permissible thirty days underpins the policy statements, roles CM & BC processes
(30) grace period, as mandated by and responsibilities of HSE officer, First Legal risks include but not limited to
NAICOM. Aid services, Safety Marshalls/Deputies exposure to fines, penalties or punitive
2) Downgrade Risk: risk that changes and emergency procedures, etc. damages resulting from supervisory
in the possibility of a future default actions, as well as private settlements.
by an obligor will adversely affect Reputational risk
the present value of the contract
with the obligor today. The risk that an event will negatively
3) Settlement Risk: risk arising from influence stakeholders’ perception
the lag between the value and or threaten to violate public trust in
settlement dates of securities’ our brand. We firmly appreciate that
transactions. Stakeholders are crucial to the success
of our business and we are committed
Liquidity risk to continually conduct our business in
an affirmative manner that facilitates
The characteristic nature of our business building sustainable relationships with
requires adequate cash flow to meet our our stakeholders.
contractual obligations in the event of
claim settlement. This is the risk of loss Reputational Risk
arising due to insufficient liquid assets Management
to meet cash flow requirements or to
fulfill its financial obligation once claims The Group recognizes that in extreme
crystallize. Our exposure to liquidity risk cases, black swan events could result
comprises of: in significant reputational damage. It is
1) Funding (Cash-flow) Liquidity Risk: to this end, that the Group maintains a
top-down approach to managing its
These risks arise from investment- potential and actual corporate culture
linked products especially in and values against untoward events that
circumstances where there are may erode its brand value. Our reputation
liquidity constraints to meet management objectives are two-fold;
financial obligations to customers. to proactively manage and reactively
2) Market (Asset) Liquidity Risk: risk protect and leverages on a strong internal
of loss which is occasioned by the stakeholderscollaborationbetween Legal,
incapacity to sell assets at or near Compliance and Quality Assurance, Risk
their carrying value at the time Management and Brand Management
needed. & Corporate Communications.

Operational risk Business Continuity &
Crisis Management (CMBC):
This is risk of loss resulting from
inadequate or failed processes, people The Business Continuity Framework
(human factors) and systems or from has been designed to ensure continous
external events. availability of processess and delivery
of products and services at acceptable
Health and Safety predefinedlevelsinthe eventofadisaster
Management or disruption to critical operations.
The Crisis Management Plan (CMP) ensures
A Health and Safety Management system that AXA Mansard has the capacity to
has been institutionalized to provide prepare for, anticipate, respond to and
and maintain safe and healthy working recover from crisis as a result of a serious
environment and conditions for all incident that immediately prevents, or
staff. This responsibility also extends to threatens the continuity of business
visitors, contractors and others who may operations and the delivery of our key
potentially be affected by our activities products and services.
or present within our business premises. The CMBC policy reinforces the
unequivocal commitment of all internal

AXA Mansard Annual Report & Accounts 2018 39

Internal Control & Risk Management System (cont’d)

ADVERT

40 AXA Mansard Annual Report & Accounts 2018

CERTIFICATION PURSUANT TO SECTION 60(2)
OF INVESTMENT AND SECURITIES ACT NO.29
OF 2007

We the undersigned hereby certify the following with regards (e) We have disclosed to the auditors of the Company and
to our audited financial statements for the year ended 31 Audit Committee:
December 2018 that:
(i) All significant deficiencies in the design or operation
(a) We have reviewed the financial statement; of internal controls which would adversely affect the
(b) To the best of our knowledge, the financial statement Company’s ability to record, process, summarize
and report financial data and have identified for
does not contain: the Company’s auditors any material weakness in
(i) Any untrue statement of a material fact, or internal controls, and
(ii) Omit to state a material fact, which would make the
(ii) Any fraud, whether or not material, that involves
statements, misleading in the light of circumstances managementorotheremployeeswhohave significant
under which such statements were made; roles in the Company’s internal controls;

(f) We have identified in the report whether or not there
(c ) To the best of our knowledge, the financial statements were significant changes in internal controls or other
and other financial information included in the report factors that could significantly affect internal controls
fairly present in all material respects the financial subsequent to the date of our evaluation, including
condition and results of operation of the Company and any corrective actions with regard to significant
its consolidated subsidiaries as of, and for the period deficiencies and material weaknesses.
presented in the report.

(d) We:
(i) Are responsible for establishing and maintaining

internal controls. Mrs. Ngozi Ola-Israel
(ii) Have designed such internal controls to ensure that FRC/2017/ANAN/00000017349
Chief Financial Officer
material information relating to the Company and
its consolidated subsidiaries is made known to such Mr. Adekunle Ahmed
officers by others within those entries particularly FRC/2017/CIIN/00000017019
during the year in which the periodic reports are Chief Executive Officer
being prepared;
(iii) Have evaluated the effectiveness of the Company’s
internal controls as of date within 90 days prior to
the report;
(iv) Have presented in the report our conclusions about
the effectiveness of our internal controls based on
our evaluation as of that date;


AXA Mansard Annual Report & Accounts 2018 41

Management’s Discussion and Analysis

This “Management Discussion and not all forward-looking statements and retail sectors of Nigeria. It also aims
Analysis” (MD&A) has been prepared as contain such words. These statements to establish itself as the apex insurance
at 31 December 2018 and should be read reflect management’s current belief and company in Nigeria and the West African
in conjunction with the consolidated are based on information available to region.
financial statements of AXA Mansard AXA Mansard Insurance Plc. and are The Company’s strategy is to use
Insurance Plc and subsidiary companies. subject to certain risk, uncertainties and technology and international best
assumptions. As a member of the AXA practice to provide it’s customers with
Forward looking Group, consequent upon the acquisition tailored solutions, superior services and
statements of 100% stake in Assur Africa Holdings specially designed programs to assist its
Limited in 2015, AXA Mansard Insurance patrons through a network of regional
The MD&A contains forward looking Plc is poised to extending its corporate and agency offices spread over Nigeria
statements related to AXA Mansard and retail coverage within the Nigerian and the West African Region.
Insurance Plc financial and other insurance space.
projections, expected future plans,
event, financial and operating results, Business strategy of the
objectives and performance as well as Company and overall
underlying assumptions all of which performance
involve risk and uncertainties. When
used in this MD&A the words “believe”, The Company is registered and
“anticipate”, “intended” “estimate” and incorporated in Nigeria and is engaged
similar expression are used to identify in providing insurance, investment and
forward looking statements, although pension solutions to both the corporate

Operating results Group Parent
31-De c-2017
(in thousands of Nigerian Naira) 31-Dec-2018 %Chg 31-Dec-2018 31-Dec-2017 %Chg
Gross written premium 33,923,949 26,824,830 26% 12%
Net premium income 19,700,281 13,788,244 43% 23,026,817 20,602,218 16%
Total underwriting profit 5,938,355 2,584,423 105%
Total investment income 6,290,179 7,378,346 130% 10,416,786 8,955,599 -8%
Profit before tax 3,380,073 3,232,100 -15% 26%
Profit after tax 2,482,282 4,673,395 2,274,870 19%
Earnings per share - basic (kobo) 21.35 2,675,109 5% 19%
19.16 -7% 4,028,195 4,376,364
11%
1,828,263 1,446,155

1,621,216 1,367,821

15.71 13.25

42 AXA Mansard Annual Report & Accounts 2018

Directors’ Report

The Directors have the pleasure in The beneficial ownership of the Company as a private limited liability company on
presenting their Annual Report on the changed to Societe Beaujon S.A.S (AXA the 7th of August 2003 and its principal
affairs of AXA Mansard Insurance PLC S.A) in December 2014 by the acquisition activity is to manage the provision of
(“the Company”) and its subsidiaries of 100% of Assur Africa Holding (AAH). health care services through health
(“the Group”), together with the Group The Company modified its name and care providers and for that purpose
audited financial statements and the corporate identity to AXA Mansard accredited with the National Health
auditor’s report for the period ended Insurance PLC in July 2015. Insurance Scheme. APD Limited was
December 31, 2018. The principal activity continues to be incorporated on 2 September 2010 for
the provision of life and general business the purpose of leasing, holding and
Legal form and principal risk management solutions and financial developing the Company’s commercial
activity services to corporate and retail customers property located at Plot 927/928, Bishop
in Nigeria. Aboyade Cole Street, Victoria Island,
The Company was incorporated on 23 The Company has two wholly owned Lagos to an ultra modern office structure.
June 1989 as a private limited liability and two partly owned subsidiaries: AXA Mansard Pensions Limited was
company called “Heritage Assurance AXA Mansard Investments Limited, AXA incorporated on 1 February 2005 as a
Limited” and issued with a composite Mansard Health Limited, AXA Mansard private limited liability company. The
insurance license by the National Pensions Limited and APD Limited which Company’s name was changed to AXA
Insurance Commission in March 2004. is a special purpose company. Mansard Pensions Limited in June 2015
The Company’s name was changed to following the acquisition of the majority
Guaranty Trust Assurance Limited in AXA Mansard Investments Limited was share holding of the Company by AXA
September 2004 following the acquisition incorporated as a private limited liability Mansard Insurance plc. in January
of a majority share holding by Guaranty company on 9 January 2008 and its 2015. The Company’s principal activity
Trust Bank PLC, and changed again to principal activity involves provision of continues to be the administration and
Guaranty Trust Assurance PLC in March portfolio management services to both management of Pension Fund Assets in
2006 following the increase in number of individual and corporate clients. AXA line with the provisions of the Pension
members beyond the maximum required Mansard Health Limited was incorporated Reform Act 2014 and the relevant National
for a private company. In November Pension Commission circulars.
2009, the Company became listed on
the Nigerian Stock Exchange.

Operating results

The following is a summary of the Group and Company’s operating results:

Group Parent

(in thousands of Nigerian Naira) Note 31-Dec-2018 31-Dec-2017 31-Dec-2018 31-Dec-2017

Profit before tax 3,380,073 3,232,100 1,828,263 1,446,155

Taxation 42 (897,791) (556,991) (207,047) (78,334)

Profit after tax 2,482,282 2,675,109 1,621,216 1,367,821

Non Controlling Interest 28 (278,070) (697,231) --

Transfer to contingency reserve 27.3 (523,639) (441,551) (523,639) (441,551)

Dividend paid 630,000 522,024 630,000 522,024

Earnings per share – Basic (in kobo) 43 21.35 19.16 15.71 13.25

Dividend per share - (in kobo) 43 6k 5k 6k 5k

AXA Mansard Annual Report & Accounts 2018 43

Directors’ Report (cont’d)

Directors and their interests

The Directors who held office during the year, together with their direct and indirect interests in the issued share capital of the
Company as recorded in the register of Directors shareholding and/or as notified by the Directors for the purposes of sections
275 and 276 of the Companies and Allied Matters Act and the listing requirements of the Nigerian Stock Exchange is noted below:

Direct Holdings Indirect Holdings Direct Holdings Indirect Holdings
31-Dec-2018 31-Dec-2018 31-De c-2017 31-De c-2017
Nil Nil Nil
Mr. Olusola Adeeyo Chairman Nil Nil 20,080,371 Nil
Mr. Kunle Ahmed Chief Executive Officer 20,080,371 Nil 150,321,548 Nil
Mr. Tosin Runsewe Executive Director 113,056,410
Nil Nil Nil
Mr. Frédéric Coppin Non Executive Director Nil Nil Nil Nil
Mr. Jad Ariss* Non Executive Director Nil Nil Nil Nil
MrFrédéricFléjou** Non Executive Director Nil Nil Nil Nil
Mrs Karima Silve nt Non Executive Director Nil Nil Nil Nil
Mr Ohis Ohiwe re i Independent Director Nil Nil Nil Nil
Mr Le sle y Ndlovu Non Executive Director Nil Nil Nil Nil
Mr Tom Wilkinson Non Executive Director Nil Nil 3,824,833 Nil
Mr Yomi Onifade Executive Director 324,833

*Resigned from the Board effective from 20 February 2018

**Resigned from the Board effective from 29 November 2018

Resignation of directors

Mr. Jad Ariss and Mr. Frédéric Fléjou resigned from the Board of the Company during the year under review.

Rotation of Directors

In accordance with the Company’s Articles of Association, Mr. Thomas Wilkinson, Mr. Lesley Ndlovu and Mrs. Karima Silvent will
retire by rotation. Mr. Thomas Wilkinson and Mr. Lesley Ndlovu, being eligible offer themselves for re-election.

Directors’ remuneration

The remuneration of the Company’s Directors is disclosed pursuant to section 34(5) of the code of corporate governance for
public companies as issued by Securities and Exchange Commission as follows:

Remuneration Description Timing
Basic salary
Part of gross salary package for Executive Directors only. Paid monthly during the financial year
13th month salary
Director fees Reflectsthe insurance industrycompetitive salarypackage
Travelling allowances and the extent to which the Company’s objectives have
Sitting allowances been met for the financial year

Part of gross salary package for Executive Directors only Paid last month of the financial year

Allowances paid to Non-Executive Directors Paid during the year

Allowances paid to Non-Executive Directors that reside Paid during the year
outside Nigeria

Allowances paid to Non-Executive Directors only for Paid during the year
sitting at board meetings and other business meetings

44 AXA Mansard Annual Report & Accounts 2018

Directors’ Report (cont’d)

Directors’ interests in contracts

In compliance with Section 277 of the Companies and Allied Matters Act of Nigeria, none of the directors have notified the Company
of any declarable interest in contracts deliberated by the Company during the year under review.

Major shareholdings

According to the Register of Members, no shareholder other than the undermentioned held more than 5% of the issued share
capital of the Company as at 31 December 2018:

No. of shareholding % shareholding

Assur Africa Holdings Limited 8,030,550,380 76.48%

** Stanbic Nominees Nigeria Limited 825,344,697 7.86%

** Stanbic Nominees held the cumulative total of 7.86% of the Company’s shares largely in trading accounts on behalf of various
investors

Analysis of shareholding

The analysis of the distribution of the shares of the Company as at 31 December, 2018 is as follows:

Share Range No. of % Shareholders No. of Holdings % of
1 - 1,000 Shareholders 32.14% 697,681 Holdings
1001 - 5,000 19.35%
5,001 - 10,000 1,297 9.64% 2,357,803 0.00%
10,001 - 50,000 781 17.12% 3,329,979 0.02%
50,001 - 100,000 389 5.45% 18,119,710 0.03%
100,001 - 500,000 691 8.00% 18,084,621 0.17%
500,001 - 1,000,000 220 3.15% 81,552,390 0.17%
1,000,001 - 8,000,000,000 323 5.13% 103,559,166 0.78%
8,000,000,001 - 10,000,000,000 127 0.02% 2,241,748,270 0.99%
Total 207 100% 8,030,550,380 21.35%
1 10,500,000,000 76.48%
100%
4,036

Property and equipment

Information relating to changes in property and equipment during the year is given in Note 18 to the financial statements.

Donations and charitable gifts

In order to identify with the aspirations of the community and the environment within which the Group operates, a total sum of
=N=4,514,550 (2017: =N=5,270,000) was given out as donations and charitable contributions during the year. Details of the donations
and charitable contributions are as follows:

Organizations: 31-Dec-2018
PIUTA Centre (UCH Ibadan) 2,000,000

ATP Children's Day Medical Outreach 250,000
Enactus 500,000
2018 Special Olympics National Games 1,664,550
Emerald High School 100,000
4,514,550

AXA Mansard Annual Report & Accounts 2018 45

Directors’ Report (cont’d)

Human resources Health, safety and Employee involvement and
welfare of employees training
Employment of disabled
persons The Group maintains business premises The Company encourages participation
designed with a view to guaranteeing of employees in arriving at decisions in
The Company operates a non- the safety and healthy living conditions respect of matters affecting their well
discriminatory policy in the consideration of its employees and customers alike. being. Towards this end, the Company
of applications for employment, including Employees are adequately insured provides opportunities for employees
those received from disabled persons. against occupational and other hazards. to deliberate on issues affecting the
The Company’s policy is that the most In addition, the Group provides medical Company and employees’ interests, with
qualified and experienced persons are facilities to its employees and their a view to making inputs to decisions
recruited for appropriate job levels, immediate families at its expense. Fire thereon. The company places a high
irrespective of an applicant’s state of prevention and fire-fighting equipment premium on the development of its
origin, ethnicity, religion or physical are installed in strategic locations within manpower. Consequently, the Company
condition. In the event of any employee the Company’s premises. It also operates sponsored its employees for various
becoming disabled in the course of a contributory pension plan in line with training courses both in Nigeria and
employment, the Company is in a the Pension Reform Act. abroad in the year under review. The
position to arrange appropriate training Company also provides its employees
to ensure the continuous employment with on-the-job training in the Company
of such a person without subjecting and at various AXA Mansard locations.
him/her to any disadvantage in his/her
career development.

Gender analysis

The number and percentage of women employed during the financial period vis-a-vis total workforce is as follows:

Employees Male Female Male Female
Gender analysis of Board and top management is as follows: Number Number % %
Board
Top Management 163 136 55% 45%

10 1 91% 9%

10 6 62% 38%

Detailed analysis of the Board and top management Male Female Male Female
Number Number % %
Non-Executive Director
Chief Executive Officer 61 86% 14%
Executive Director 10 100% 0%
Deputy General Manager 30 100% 0%
Assistant General Manager 41 80% 20%
Senior Manager 43 57% 43%
22 50% 50%

46 AXA Mansard Annual Report & Accounts 2018

Directors’ Report (cont’d)

Acquisition of own shares BY ORDER OF THE BOARD

The Company did not acquire any of its Mrs. Omowunmi Mabel Adewusi
own shares during the year under review. Company Secretary
FRC/2013/NBA/00000000967
Auditor Plot 1412, Ahmadu Bello Way,
Victoria Island, Lagos.
Messrs. KPMG Professional Services,
having satisfied the relevant corporate
governance rules on their tenure in
office have indicated their willingness
to continue in office as auditor to the
Company. In accordance with Section
357 (2) of the Companies and Allied
Matters Act of Nigeria therefore, the
auditor will be re-appointed at the next
annual general meeting of the Company.

AXA Mansard Annual Report & Accounts 2018 47

ADVERT

Statement of Directors’
Responsibilities in relation to the
consolidated and separate

financial statements for the year ended 31 December 2018

The directors accept responsibility for the preparation of the The directors have made an assessment of the Group’s ability
consolidated and separate financial statements that give a true to continue as a going concern and have no reason to believe
and fair view of the statement of financial position of the Group that the Group will not remain a going concern in the year ahead.
and Company at the reporting date and of its comprehensive SIGNED ON BEHALF OF THE BOARD OF DIRECTORS BY:
income in the manner required by the Companies and Allied
Matters Act of Nigeria and the Nigerian Insurance Act. The Mr. Adekunle Ahmed
responsibilities include ensuring that the Group: FRC/2017/CIIN/00000017019
13 February 2019
i. keeps proper accounting records that disclose, with
reasonable accuracy, the financial position of the Group Mr. Olusola Adeeyo
and comply with the requirements of the Companies and FRC/2013/NIM/00000001919
Allied Matters Act and the Insurance Act; 13 February 2019

ii. establishes adequate internal controls to safeguard
its assets and to prevent and detect fraud and other
irregularities; and

iii. prepares its financial statements using suitable accounting
policies supported by reasonable and prudent judgments
and estimates, that are consistently applied.

The directors accept responsibility for the financial statements,
which have been prepared using appropriate accounting
policies supported by reasonable and prudent judgments
and estimates, in compliance with,

„„ I nternational Financial Reporting Standards (IFRS) as issued
by the International Accounting Standards

Board (IASB);

„„ the requirements of the Nigerian Insurance Act;
„„ relevant guidelines and circulars issued by the National

Insurance Commission (NAICOM); and
„„ the requirements of the Companies and Allied Matters Act.
„„ F inancial Reporting Council of Nigeria Act

The directors further accept responsibility for the maintenance
of accounting records that may be relied upon in the preparation
of financial statements, as well as adequate systems of internal
financial control.

AXA Mansard Annual Report & Accounts 2018 49

Report of the Statutory
Audit Committee

To the members of AXA Mansard We have deliberated with the external auditors, who have
Insurance Plc: confirmed that necessary cooperation was received from
Management in the course of their statutory audit and we are
In compliance with the provisions of Section 359(6) of the satisfied with Management’s responses to their recommendations
Companies and Allied Matters Act of Nigeria, the members of for improvement and with the effectiveness of the Group’s
the Audit Committee of AXA Mansard Insurance Plc hereby system of accounting and internal control.
report as follows:

We have exercised our statutory functions under Section Mr. Ohis Ohiwerei
359(6) of the Companies and Allied Matters Act of Nigeria and FRC/2017/CIBN/00000016412
acknowledge the co-operation of management and staff in Chairman, Statutory Audit Committee
the conduct of these responsibilities. 13 February 2019

We are of the opinion that the accounting and reporting policies
of the Group are in compliance with legal requirements and
agreed ethical practices and that the scope and planning of
both the external and internal audits for the year ended 31
December 2018 were satisfactory and reinforce the Group’s
internal control systems.

Members of the Statutory Audit Committee are: Chairman Chairman
1 Mr. Ohis Ohiwerei Member Member
2 Mr. Lesley Ndlovu Shareholder’s representative Member
3 Mr. Akingbola Akinola Shareholder’s representative Member
4 Mrs. Ayodeji Oloye

In attendance:
Mr. Olusola Odumuyiwa Secretary


50 AXA Mansard Annual Report & Accounts 2018