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Published by Afriprud, 2022-07-07 05:28:25

Abbey Annual Report Final 2021_compressed-compressed

Abbey Annual Report Final 2021_compressed-compressed

Annual Report &
Accounts 2021

Expanding

Possibilities

RETAIL BANKING WHOLESALE BANKING MORTGAGE BANKING ELECTRONIC BANKING

Abbey Mortgage Bank Plc’s financial statements comply
with the applicable legal requirements of the Nigerian
Securities and Exchange Commission regarding financial
statements for the year ended 31 December 2021.

These financial statements contain extracts of the audited
financial statements prepared in accordance with
International Financial Reporting Standards(IFRS) and its
interpretation issued by the International Accounting
Standards Board (IASB) and adopted by the Financial
Reporting Council of Nigeria.

For better understanding, certain disclosures and some prior
period figures have been presented in line with the reporting
period's figures.

Due to rounding effect, numbers presented throughout this
document may not add up precisely to the totals provided
and percentages may not precisely reflect the absolute
figures.

1

CONTENTS PAGE

CORPORATE PROFILE 4 - 15

About Abbey 16 - 22
Our Business 23 - 53
Our Products & Services
Financial Highlights 54 - 140
Corporate Information 141 - 144
Directors 145 - 153
Management Team

STRATEGY AND BUSINESS REVIEW

Chairman's Statement
Managing Director's Statement

GOVERNANCE

Report of The Directors
Statement of Directors' Responsibilities
Certification Pursuant to Section 60(2) of the ISA 2007
Statement of Corporate Responsibility for Financial Statements
Corporate Governance Report
Enterprise Risk Management Policy
Report of the Audit Committee
Independent Auditor's Report

FINANCIAL STATEMENTS

Statement of Profit or Loss & Other Comprehensive Income
Statement of Financial Position
Statement of Changes In Equity
Statement of Cash Flows
Notes to the Financial Statements

OTHER NATIONAL DISCLOSURES

Statement of Value Added
Five-Year Financial Summary

INVESTOR INFORMATION

Notice of Annual General Meeting
Proxy Form
Admission Card
Full Dematerialization Form for Migration
E-Share Registration Form
E-Service/Data Update Form
E-Dividend Mandate Activation Form
List of Unclaimed Dividends

2

VISION MISSION
To be the leading To create opportunities

Mortgage to become the
Bank out of Africa first choice for Mortgages,

Housing, Finance
and Investments.

VALUES:

Supportive: Fully committed and devoted to delivering
value to our stakeholders.

Professionalism: Embracing the best standards and
practices in the execution of the work we do.

Innovative: Embracing technology & the digitization of
our processes and products.

Customer Focus: Special devotion to bringing satisfaction
to our customers.

Excellence: Constantly seeking the most economical and
effective solutions to problems.

3

About Abbey

Today, Abbey is one of the only seven national Primary Mortgage Banks (PMBs) licensed by
the Central Bank of Nigeria (CBN) and the Federal Mortgage Bank of Nigeria (FMBN). In the
recent recapitalization exercise that led to the downsize of mortgage banks from 105 to only
34 mortgage banks, Abbey did not only emerge successfully capitalized but rose as one of the
few that met the National obligation, whilst being a public liability company.

Abbey continues to lead the industry as an innovator in the Nigerian mortgage sector, not just
offering mortgage services but also retail & investment banking solutions, positioning itself as
a one-stop-shop for all domestic banking needs.

From our initial authorized share capital of N5million, we have grown to over N5billion in share
capital and increased our equity to more than N6 billion through capital injection, bonus issue,
and profitable trading. At present, we are one of the most capitalized mortgage banks in
Nigeria employing about 134 staff with eight (8) branches covering three regions nationwide.

Our leadership & innovation in the industry has led to significant wins for us including our
recognition as the “most innovative Mortgage Bank in Nigeria”, whilst being the first
mortgage bank in Nigeria to have foreign equity investment through Africinvest Capital
Partners; being rated by an independent Rating Agency in Nigeria; and, being IFRS compliant.

After three decades of excellence in simplifying mortgage, housing, finance & investments to
Nigerians, Abbey Mortgage Bank is now re-imagined and repositioned for improved business
growth and productivity in a new world. Positioned for the age of digitisation, the new Abbey
is equipped with the technology of the new generation whilst still embracing its legacy of
building dreams. This new vision welcomed a strategic partnership with VFD Group, a
formidable team of innovators and energetic trailblazers who share our belief for leading-
edge technology to provide bespoke banking products and services to suit the most
discerning of customers.

Over the next decade and beyond, Abbey will continue with a new, modern & technologically
efficient vision and outlook, continually adopting the best standards, processes and practices
to deliver truly innovative products, services and solutions that simplify mortgage, housing &
finance, making it truly accessible for all.

4

About Abbey - continued

1992

With the knowledge and influence of the UK mortgage market, we saw how
easy it was for people on a steady income to apply for mortgages. This
observation brought about the conceptualization of the bank in 1992 – that we
now all know as Abbey Mortgage Bank Plc.

1993 AND BEYOND

Abbey is a strong brand in the Nigerian mortgage sector, not just offering
mortgage services but also retail & investment banking services, to serve as a
one-stop-shop for all domestic banking needs. Award-winning; “Best
Mortgage Bank in Nigeria” Abbey Mortgage Bank Plc has eight branches
nationwide, with the head office in Victoria Island, Lagos.

2020

Our objective of being more significant in the mortgage sector resulted in
Abbey Mortgage Bank Plc forming a strategic partnership with VFD Group Plc,
a formidable team of innovators and energetic trailblazers who support our
goal of providing bespoke banking products and services to suit the needs of
our customers through cutting-edge technology. To mark the momentous
alliance, Abbey was invited by the Nigerian Exchange Group to ring the closing
bell on February 25th, 2020.

THE NEXT 10 YEARS:

Over the next decade and beyond, Abbey will continue with a new, modern &
technologically efficient vision and outlook, continually adopting the best
standards, processes and practices to deliver truly innovative products,
services and solutions that simplify mortgage, housing & finance, making it
truly accessible for all.

5

Abbey Business

The principal business of the company continues to be the
provision of mortgages and banking services to individuals

and corporate organizations. Specifically,
Abbey provides services such as:

Ÿ Conventional savings, current and other retail banking
services;

Ÿ Deposit and funds management;
Ÿ Real estate and mortgage services;
Ÿ Children and school account services;
Ÿ Syndicated project development and financing; and
Ÿ Collaborative business ventures that bring

convenience to our stakeholders.

Ÿ Abbey is also an accredited Primary Mortgage Bank
(PMB) for the National Housing Fund (NHF) and a
subscriber to the Nigeria Mortgage Refinance
Company Plc (NMRC).

Abbey Products

Save To Own Account Easy Save
Abbey Housing Investment Home Improvement
Fund (Hi-Fund) and Rent Account
Fixed Deposit Abbey Structured Note
Kids Save Account Mortgage.

6

FINANCIAL HIGHLIGHT

YEAR ENDED DECEMBER 31, 2021

GROSS EARNINGS PROFIT BEFORE TAX PROFIT AFTER TAX
N3,688.71 million N661.06 million N622.20 million

MAJOR INCOME STATEMENT ITEMS 2021 2020 INCREASED/
December December (DECREASED)

N’000 N’000 %

Gross Earnings 3,688,713 1,520,305 142.62
Net Operating Income 2,179,320
Profit/(Loss) Before Tax (2,907,860) 174.95
Profit/(Loss) After Tax 661,063 (4,297,872) 115.38
622,198 (4,301,619) 114.46

Profit/(Loss) Per Share: 8.86 (62.65) 108.84
-Basic(Kobo)

MAJOR FINANCIAL POSITION ITEMS 2021 2020 INCREASED/
December December (DECREASED)

N’000 N’000 %

Loans and advances to customers 6,161,141 4,788,092 28.68
Deposits from customers 21,276,904 14,629,440 45.44
Total Assets 34,460,433 18,520,350 86.07
Total Equity 6,932,254 106.62
3,355,041

7

CORPORATE INFORMATION POST HELD
Chairman
For The Year Ended 31 December 2021 Managing Director/CEO
Executive Director
DIRECTORS Executive Director
Non-Executive Director
NAMES Non-Executive Director
Mazi Emmanuel Kanu O.Ivi Non-Executive Director
Mr. Madu Hamman Non-Executive Director
Mr. Mobolaji Adewumi Independent Non-Executive Director
Mr. Oladipupo Adeoye
Air Vice Marshal Olufemi Soewu (rtd.) Company Secretary
Prof. Marius Umego
Brig-Gen John Obasa (rtd.) 23 Karimu Kotun Street
Mr. Nonso Okpala Victoria Island
High Chief Samuel Oni Lagos

Geoff Amaghereonu Esq RC 172093

Registered Office 26

Registered No: 01334740-0001
License No:
Tax Identification Number Deloitte & Touche
Auditor: Plot GA 1, Civic Towers
Ozumba Mbadiwe, Victoria Island
Registrars: Lagos, Nigeria.

8 Africa Prudential Plc
220B, Ikorodu Road, Palmgrove
Lagos, Nigeria

BRANCH NETWORK

For The Year Ended 31 December 2021

23, Karimu Kotun Street
Victoria island, Lagos.
Tel: 01-9035730

Plot 686, Cadastral Zone C 51, Okota Road
Kuchingoro, Behind National Isolo, Lagos

Judicial Institute Abuja Tel: 2348025899585
Tel: 09-2912586

375, Nnebisi Road, Asaba, HEAD KM 5, Lasu-isheri Road
Delta State OFFICE By Agboroko Bus stop,

Tel: 2348034066967 Karimu Kotun Street, Iba, Lagos
Victoria Island, Lagos. Tel: 01-7944894

Tel: 01-9035725

19, Warehouse Road House 18, 2nd Avenue
Apapa, Lagos Festac Town, Lagos
Tel: 01-3426535
Tel: 01-2913009

1, Ayamgba Close, Area II,
Garki, Abuja, FCT.
Tel: 09-2913397

9

Directors’ Profile

Mazi Emmanuel Kanu Okorafor Ivi has over 30 years' post-graduation working
experience. He served as a Senior Accountant [1981 - 1986] with Texaco
Overseas Nigeria Petroleum Company (TOPCCON) in charge of PP&E and later
Joint Venture Operations including foreign cash call matters (Treasury
services). He was Head of Finance/Corporate Treasurer/Director at Swiss
Nigeria Chemical Company Limited from 1986 to 1996. Before joining Abbey
Mortgage Bank Plc as a Director, Mazi E.K.O. Ivi was and still remains the
Chairman/CEO of Target International Limited based in Apapa, Lagos; he holds
the position of Director in many other companies including Oculus Pharmacare
Limited.
Mazi Ivi holds a B.Sc. in Accountancy [1980] and Executive MBA [1986-1989]
from the University of Lagos. He is a Fellow of the Institute of Chartered
Accountants of Nigeria [1994] and an Associate Member of the Chartered
Institute of Taxation, Nigeria [2003].

Mr. Madu Hamman has over 34 years banking experience in Mortgage and
Credit Analysis, Banking Operations, Business Development, Business
Support Services and Human Resource Management. He has anchored and
directed the planning, integration and implementation of mission critical
projects for the Bank. He has attended several courses in management,
strategy, leadership and corporate governance locally and offshore.
He holds a Bachelor's degree in Geography, University of Maiduguri [1978-
1982], Master of Business Administration (MBA) Federal University of
Technology [1999-2001]. He is an Alumnus of IMD Lausanne [2017]. He is a
Senior Honorary member of the Chartered Institute of Bankers of Nigeria [2014].

Mr. Mobolaji Adewumi is an experienced professional with a deep knowledge
of the financial services industry. He possesses extensive working knowledge
of sub-Saharan Africa. He obtained his MBA (specializing in Finance) from
Judge Business School, University of Cambridge, UK and his BSc in
Management and Accounting from the Obafemi Awolowo University, Ile-Ife.
He became a Chartered Accountant (ACCA) in 2007. He worked for KPMG as
Audit Senior between 2006 to 2009 before joining UBA in 2009 to 2011 where
he worked in various capacities. He also worked for Africa Finance Corporation,
Egon Zehnder International London Office and Fairtrade International before
joining Aso Savings and Loan Plc as Special Adviser to the MD/CEO & Head,
Strategy between 2012 to 2015. He later moved to First Bank of Nigeria Limited
where he was SpecialAssistant to the MD/CEO between 2016 to 2019.

10

Directors’ Profile - continued

Oladipupo Ayodele, Adeoye is a graduate of Civil Engineering from the
Federal University of Technology, Akure. He has participated in various training
and professional courses in Nigeria and overseas. His competencies include
Treasury Management, Banking Operations, Fixed Income Trading, Private
Equity and Impact Investing. His banking career spans over fourteen years with
stints at Access Bank, Heirs Holdings, United Bank for Africa and VFD Group
Plc.

Air Vice Marshal Abiodun Olufemi Soewu (Rtd) graduated from the Nigerian
Defence Academy and the Royal Air force College, UK in 1973 and 1976
respectively. He also attended the administrative Staff College (ASCON),
Badagry and University of Ibadan where he graduated with a certificate in
Personnel Management and Master in Strategic Studies in 1982 and 2001
respectively. He had a distinguished working career in the Nigerian Air Force.
AVM Soewu (Rtd) occupied very prominent military positions at the Nigeria
Defence Academy. He was Military Assistant to the Lagos State Military
Governor (1984- 1986), Project Coordinator, Nigerian Air Force
Computerization Project (1989-1990) and Commander Nigerian Air Force,
Makurdi (2001-2003) amongst others. A Fellow of the National War College,
Abuja [2000-2001] and the Command and Staff College, Jaji, Kaduna State,
[1989-1990].
AVM Soewu retired as Secretary to the Nigerian Air Force [2006]. A versatile
administrator par excellence. He sits on the board of many other companies.

High Chief Samuel Oni is a Fellow of both the Association of Certified and
Chartered Accountants London [1980] and the Institute of Chartered
Accountants of Nigeria. He holds an MBA degree from the University of Ilorin.
[1990] He started his professional career as Principal Accountant at Defence
Industries of Nigeria in 1979. In 1982, he joined Kwara Breweries as Chief
Accountant, from where he joined a World Bank Project, Kwara State
Agricultural Program as Financial Controller. He transferred his services to the
Central Bank of Nigeria in 1993 as Assistant Director. Upon the completion of
several on-the-job training sessions in and outside Nigeria, he was given the
role of Team Leader for on-site examination of both commercial and merchant
banks. He successfully led many teams to various banks for routine, maiden,
and special examinations. His reports received several commendations from
the management of CBN. In recognition of his hard work and diligence, he was
promoted to Deputy Director in 1998. In April 2004, he was appointed Director
of Bank Examination, a position he held till 2009 when he was appointed
Director of Banking Supervision. He was also Chairman of the Committee
setup by the CBN to midwife the establishment of Asset Management
Corporation of Nigeria (AMCON). He retired from CBN in 2011. Since then, he
has been in private business and consultancy services. He also sits on the
Board of United Bank for Africa Plc. His core competences include Risk
Management, Audit, Regulatory Compliance and Corporate Governance.

11

Directors’ Profile - continued

Mr. Nonso Okpala is a visionary, an entrepreneur and the Group Managing Director
of the VFD Group Plc – a financial services holding company with interests in
foreign exchange, debt investment, international remittances, and payment
business. His competencies include Corporate Finance, Business Strategy, Project
Management and Financial Reporting, Credit Management and Budgeting/
Budgeting Control. He is a Chartered Accountant.
He obtained his BSc in Marketing from the University of Nigeria. He started his
career with KPMG as Senior Auditor between 2004 to 2008 and joined BGL PLC as
SpecialAssistant to the ED, Capital Markets between 2008 to 2010 where he was till
he moved to Heirs Holdings Limited as CFO between 2010 to 2015.

Professor Marius N. Umego is a Professor of Geophysics. He is a graduate of the
University of Ibadan where he obtained a BSc in Physics. He bagged his MSc and
PhD in Geophysics from Ahmadu Bello University. He is a prolific academic and
author of many books and articles published in reputable journals. He is a member
of many professional bodies, both locally and internationally including Fellow of
International Programme in Physical Sciences, Uppsala, Sweden and fellow of the
Nigerian Institute of Physics.

Brigadier-General John Obasa (rtd) is a retired Army Officer who had held many
command positions. He was also an instructor at the Nigeria Military School, Zaria
and he rose to the position of Director, Nigerian Army Archives, and Director,
Research and Development Defence Industries Corporation, Kaduna, among
others. He obtained his MSc in Geographic Information System from the University
of Ibadan and his BSc in Biochemistry from the University of Ilorin. Brigadier-
General Obasa (rtd) is a frequent public speaker and major influencer on the
improvement of education in the Nigerian Army and Nigeria at large.

12



MANAGEMENT TEAM MEMBERS

Mobolaji Adewumi Oladipupo Adeoye

Executive Director, Executive Director
Finance & Administration Treasury & Operations

Madu Hamman

MD/CEO

Mr. Geoff O. Amaghereonu Mrs. Lolita Ejiofor Abiodun Lasisi

Company Secretary/Legal Adviser GM – Group Head – IT & Resources Debt Recovery, Head

Bukola Ewedairo Felix Omodayo-Owotuga Toyin Abel

Group Head - Corporate Service Division Group Head-Retail Sales and E-business Group Head – Private and Institutional
Banking

14

MANAGEMENT TEAM MEMBERS - Continued

Funmi Femi Omage Idongesit Abia

Head, Operations Head, Risk Management

Adeleke Olaoti Chukwuemeka Okwor Olushola Seidu

Head, Internal Audit Head, Real Estate and Construction Head, Internal Control &
Finance Compliance / CISO

Oluwatomi Olurinola Gideon Aribike Benignus Okorie

Financial Controller Head, Information Technology Head, Strategy

15

CHAIRMAN'S STATEMENT

economies after coming to a near halt due to
the spread of the Covid-19 virus. The global
trend of recovery was expected, following
success recorded in vaccine development and
distribution.

On the domestic front, Nigeria emerged from a
period of economic recession and recorded
three consecutive quarters of growth.
Inflationary pressures which peaked at the
height of the pandemic also marginally became
subdued, ending the year at 15.63%.

INTRODUCTION Despite the steady uptick in crude oil prices
Distinguished shareholders, members of the which has surpassed the $100 mark, the country
Board, representatives of regulatory agencies, recorded meagre growth in crude oil revenues
gentlemen of the press, ladies, and gentlemen. with declining production for six (6)
consecutive quarters. As of Q3:2021, Nigeria
was producing an average of just 1.57mbpd
compared to 1.67mbpd in Q3:2020 and
1.61mbpd in Q2:2021.

I welcome you to the 30th Annual General Continued dollar shortage, rising import bills,
Meeting of our bank, Abbey Mortgage Bank Plc. and mounting offshore debt obligations
continue to weigh on the naira value. The Naira
As a company, we have been through various which exchanged for NGN379.00/USD and
developments, in sometimes less than favorable NGN394.30/USD at the start of the year on the
conditions. As we usually say in Abbey “we have official and I&E windows depreciated by 8.23%
stood the test of time” and recorded significant a n d 7.03 % re s p e c t i ve l y, to s e t t l e at
successes over the years. FY 2021 was quite NGN412.99/USD and NGN424.11/USD at year-
eventful for us at Abbey, an exceptional year in end.
which the business achieved impressive
financial results and delivered on its strategy. INDUSTRY HIGHLIGHTS
Like many other sectors, Nigeria's real estate
I am particularly pleased with the way we have and mortgage sector has been severely
responded despite challenges posed to affected by the advent of the Covid-19
businesses and the economic environment by pandemic. In recent years, there has been a
the Covid-19 pandemic which entered the strong squeeze in consumers' purchasing
second year in 2021. We have evolved as a power, resulting in low effective demand for
company driven by the resilience and housing while high cost of construction meant
commitment shown by our people in continuing property prices increased. Increased prices of
to meet the exceptional demands presented by property and raw materials for construction
the external environment. also meant that rental figures soared. In
response to the rising cost of rent, the Senate
OPERATING ENVIRONMENT has proposed an advance rent bill to moderate
For Nigeria and most of the world, 2021 was a rent payments and reduce first payment to 3
year of recovery as countries restarted their

16

CHAIRMAN'S STATEMENT continued

months while subsequent payments would be Our Loans and Advances grew by 28% to
monthly. Similarly, Lagos has earmarked a N5 N6.2bn (2020: N4.7bn) while Customer
billion Lagos monthly rental policy to ease Deposits grew by 45.4% to N21.2bn (2020:
rental challenges. The Senate passed the Real N14.6bn), driven by growth in the institutional
Estate Regulatory Council of Nigeria and wholesale business segments.
(Establishment) Bill, 2021 to provide an
oversight council and increase government BOARD DEVELOPMENTS
participation in sector. Since the last AGM, the Bank appointed a new
Non-Executive Director to serve on the Board, -
Despite these stringent conditions in the Ms. Chika Ochonogor who is a dual-qualified
industry, there is a bit of fresh air and increased lawyer with over a decade of experience in both
activities within the sector. Figures from the private and corporate practice. She is a self-
National Bureau of Statistics (NBS) revealed motivating team player with strong leadership,
that in contrast to the 5-year negative trend, the communication, and negotiation skills. Her
real estate sector expanded by 2.26% in 2021. professional stints cut across Unilever Limited,
UK, Aluko & Oyebode, Lagos, Edwards
Many experts have attributed the increased Wildman Palmer, London, UK, among others.
activities in the sector to improved construction Presently she is the Lead Consultant at Filament
works, NMRC N10bn Bond, Incentives from Consulting, Lagos.
2020 Finance Act 2022, Central Bank of Nigeria
(CBN) N151 billion housing intervention funds Her appointment will be presented to the
etc. Shareholders in the cause of this Annual
General Meeting, for ratification.
OPERATING RESULTS
Two years ago, the Management of Abbey with We were pleasantly surprised when the Federal
the support of the Board made some strategic Government announced on 14th April, 2022
decisions towards addressing legacy that our Managing Director/CEO Mr. Madu
delinquent assets. I am extremely proud of the Hamman had been appointed as the Managing
progress we made in the last twelve months and Director/CEO of the Federal Mortgage Bank of
the outcome that continues to validate our Nigeria (FMBN) by His Excellency, President
strategic direction. Muhammadu Buhari GCFR with effect from 13th
April, 2022. The appointment is a unique
Gross Earnings grew by 142% to N3.68bn (2020: endorsement of the Abbey Brand. The Board
N1.52bn), while Operating Income grew by appointed Mr. Mobolaji Adewumi as the
104% to N1.99bn (2020: N0.98bn). Operating Managing Director/CEO with effect from 25th
Expenses grew by 9% to N1.52bn (2020: May, 2022.
N1.39bn), reflecting Management's
optimization of expenses while achieving The Board will remain eternally grateful to Mr.
improved staff welfare, increase in manpower, Hamman for his 30 years unbroken meritorious
and business expansion activities. service to the Bank. Our Managing
Director/CEO Mr. Mobolaji Adewumi is a
We ramped up recovery effort which led to a net thoroughbred professional whom the Board
write-back off N180 million against a net credit expects to lead the current phase of the Bank's
loss of N3.8bn in 2020, while Pre-Tax Profit at transformational renaissance with distinction.
the end of the year stood at N661mn (2020: -
N4.2bn).

17

CHAIRMAN'S STATEMENT continued

ENVIRONMENTAL, SOCIAL & GOVERNANCE commitment of our people. They have shown a
FOCUS positive, entrepreneurial spirit, always looking
Internally, I believe we have laid a solid to improve our customer's experience while
foundation that makes the company well- ensuring fairness to the Bank.
placed for the future. We have a strong and
diverse Board, and I am pleased with what has Our people continually set us apart, and
been achieved so far. We will focus on ensuring through their hard work and dedication, we will
our company continues to build a governance build a financial institution like no other.
structure with an emphasis on long-term
sustainability. May I avail myself of this opportunity to express
the gratitude of the Board to our customers,
Externally, we have understood the importance shareholders, regulators and the entire staff for
of incorporating sustainable banking into our their dedication and support over the years.
business model. Realizing the need to partner
with foundations tasked with raising the leaders Mazi Emmanuel Kanu IVI
of tomorrow, the bank donated several relief Chairman, Board of Directors
items to the Life Source Child Development
Foundation to aid the training and development
of children in their care.

We have developed a comprehensive
Environmental, Social and Governance (ESG)
roadmap to guide us as we continue to make
progress in this important area.

LOOKING INTO THE FUTURE
Given the success recorded in the past year, it
would seem easy to stay the course on what has
proved successful. However, our high-
performing team has chosen to stretch itself in
the current year. At the fore of our mid-term
objective is a conversion to a regional bank, and
we will begin that process in the coming
months.

In addition, we will consolidate the ongoing
digital transformation of the Bank, with a full
deployment of our corporate and mobile
banking application, while we continue to
develop products that allow for retail
acquisition and retention, as well as increased
wholesale segment transactional capabilities.

GROWING TOGETHER
That we achieved so much in the last year, while
yet dealing with Covid-19, is a testament to the

18

MANAGING DIRECTOR/
CEO’S STATEMENT

Dear Esteemed Shareholders, I would like to update you on the company's
It is with immense pleasure that I welcome you financial performance over the last 12 months,
all to the 30th Annual General Meeting of Abbey provide context on key factors responsible for
Mortgage Bank Plc and also present the the result and also highlight our strategic intent
financial results of the Bank for the year ended for the FY2022.
31 December 2021.
REVIEW OF OUR 2021 FINANCIAL
This time last year, we expected the world PERFORMANCE
would have returned to normalcy and free of In what was termed as a year of recovery, our
the exigencies of the COVID-19 virus, but we financial performance validated our strategic
find we have learned to live with the Virus as its direction as we set new records on multiple
initial devastating impact abates. I hope that parameters. In 2020, we had made deliberate
you and your loved ones have remained safe, efforts to resolve the industry-wide legacy
with renewed vigor during these challenging issues of delinquent assets and its impact on
times. Your trust, support, and understanding is profitability is highlighted in our current
highly commendable and deeply appreciated. performance with Loans and Advances to
customer growing by 28.7% from N4.7bn
As a bank, we have been undergoing a (2020) to N6.2bn and a write back of N180m as
transformation aimed at repositioning against credit losses of N3.8bn in 2020.
ourselves to deliver the results we desire and
build an exemplary brand for the mortgage In FY2021, the company had a Gross earnings of
industry. This underpinned our tough but N3.68bn, a 142% growth from N1.52bn in 2020.
strategic decision making, which were largely Operating income grew by 104% from 0.98bn
influenced by the ongoing pandemic, profound (2020) to N1.99bn. This culminated into a year-
shifts in international relations, the global end Profit before Tax of N661m from a loss of
economy, and the overall macro environment N4.29bn in 2020 thereby recording a positive
on the domestic front. Nonetheless, we remain PBT for the first time in over 6 years.
committed to achieving our strategic intent
with visionary leadership and a committed Total Assets grew by 86.1% to close at N34.5bn
workforce dedicated to doing all that is from N18.5bn in 2020. We also recorded
required. significant growth in Customer Deposits, 45.4%
growth from N14.6bn in 2020 to N21.2bn. While
Placements also grew by 177.2% from N8.7bn
(2020) to N24.3bn and shareholders' funds
grew by 107% from N3.3bn (2020) to N6.9bn.

The major factors that contributed to this
performance includes recovery of legacy loans,
increased Interest income from growing Loans
and Advances, Fees & Commission, Other
Income and Write back on credit facilities.

ASSESSMENT OF OUR STRATEGIC
ACTIVITIES
Due to our absolute resolve to our vision and
transformational agenda, we recorded
significant mileage in delivering on our strategic
objectives for the year by consolidating our
previous performance. I will highlight the most
significant of these achievements below:

19

MANAGING DIRECTOR/CEO’S STATEMENT continued

Ÿ Transformation Agenda: We redefined our awareness through digital, social media
commitment to providing solutions that will platforms and brand campaigns. We also
improve home ownership. We refined our leveraged partnerships and sponsorship to
vision to become the leading mortgage bank enhance brand awareness.
out of Africa and our tagline of making
dream homes happen has been enshrined Ÿ Alternative Channels Deployment: We have
amongst our staff and clients. The bank also successfully deployed our Online banking,
defined its mission statement and core mobile banking and USSD digital banking
values. An understanding of the direction of solution to improve service delivery to our
the Bank is important as it forms the bedrock customers. These will enhance our retail
to determine our performance. customer base by providing easy, seamless
experience and relevant banking capabilities
Ÿ Investment in Human Capital: Our vision to our corporate and non-retails customers.
and strategic intent for the year was clear
and in a bid to achieve this we continued to Ÿ Establishment of Contact Centre: In a bid to
optimize our operating structure by increase customer experience and
investing in our human capital. Strategic satisfaction, we established the Abbey
hires were engaged in key units like Sales, Contact Centre for telemarketing and quick
Credit Risk Management, Recovery, customer issue resolution. This ensures that
Information Technology and Treasury whilst we are able to address customer issues in a
enhancing the capacity of our existing prompt and timely manner, thereby
employees through training and enhancing retention.
development programs and the introduction
of a modified Performance Management OUR PEOPLE
framework bankwide. As a people-centric organization, we value our
people as one of our most vital investments.
Ÿ Capital Raise: We concluded the rights issue They continue to set us apart through their
of 4 for 7 amounting to N3.69bn units of hardwork and dedication inching us a step
ordinary shares of 50kobo at 82 kobo per closer to our goal. The past couple of years have
share. The proceeds of the rights issue were been very peculiar but we have managed to
verified by CBN from the issuing house. We become achievers despite the Covid-19
went through this right issue route of capital pandemic, a testament to the commitment of
raise in order to preserve the interest of our our people. Despite the slowdown in Covid
valued shareholders. infection rate due to the release of vaccines
early in 2021, we maintained our safety
Ÿ Improve Earnings Capability: We improved protocol. Particularly the phased shift in our
our earnings capability through aggressive office location and flexible working structure
Deposit Mobilization, Optimization of cost that allows employees to work from home.
by implementing efficient cost controls and
leveraging on our Treasury & Arbitrage We have also revamped our training programs
businesses. The successes are highlighted in to improve employee performance and
our bottom line and we will continue to productivity for our customers' improved
improve on this. experiences, whilst ensuring fairness to the
Bank. We aim to make our organization more
Ÿ Increased Brand Awareness/Business agile and our culture more forward-thinking so
Realignment: We launched the new Abbey we can build a motivated workforce, focused on
brand identity which signals our renewed the execution and delivery of our strategic
commitment towards effective service priorities.
delivery and leveraging technology in our
expansion as we take on even bigger COMMUNITY INVOLVEMENT & SUPPORT
projects. We also enhanced market The journey towards building a future-ready

20

MANAGING DIRECTOR/CEO’S STATEMENT continued

organization has commenced in earnest. The critical assessments of areas for
essential part of this journey is strong improvement and implementing sustainable
commitment to the society we operate in. As an and innovative measures to make efficient
organization, we actively participate in use of our resources. This includes;
activities which contribute to the development
and sustainability of our community. In 2021, We Ÿ Balance sheet optimization.
promoted the rich cultural heritage of our Ÿ Development of structured notes to
diverse workforce on Independence Day, which
infused different ethnic groups together. We attract high end customers.
also, took on a new project targeted at Ÿ Revamping the bank's products.
improving the lives of the leaders of tomorrow. Ÿ Cost optimization.
We partnered with the Life Source Child
Development Foundation to aid the training 3. Continued Investment in Human Capital:
and development of children, an activity we We will continue to fill key personnel
plan to build upon. positions with industry best while also
retaining and retraining current employees.
In our business sustainable plans, we have
ensured that loans are granted to companies 4. Optimization of Digital Channels:
who are conscious of environmental issues. Following the deployment of our E-business
These companies appreciate the importance of channels, we plan to continuously review
ways to protect or environment and have a and improve their performance by
voice participating in global awareness leveraging technology for a seamless,
initiatives such as the World Environmental Day. secure and enjoyable service delivery. This
So we encourage and imbibe this culture to will be rolled out in phases as new releases
enlighten staff on the importance of protecting of our products go live.
the environment.
CONCLUSION
LOOKING AHEAD Our performance in 2021 is a testament that the
This is another year for us to show our strategic initiatives we have implemented to
dedication to performance and value creation, take us on the upward trajectory and a
validate our strategic direction, and consolidate turnaround for the Bank, are resolute and
on existing performance by implementing more convinced that given the dedication of our
strategic measures that will deliver the results employees and the depth of leadership on the
we desire and build a reference brand for the Board, we will record another impressive
mortgage industry. The strategic focus for 2022 performance in FY2022, deliver value to our
is highlighted below: valued shareholders, and continue to build a
sustainable and strong brand for the mortgage
1. Conversion to a Regional Bank: In the industry.
coming months, we will commence the
process of converting to a regional bank to To our esteemed customers and stakeholders, I
drive our business expansion aspirations. say thank you for your unwavering support and
The conversion to a commercial license will trust in us. To our Shareholders and members of
increase our services offerings to our the Board, I say thank you for your support and
customers and facilitate improved value guidance at all times. We look forward to the
creation for our stakeholders. We will keep same in 2022.
all stakeholders informed on the progress as
it develops. Madu Hamman
Managing Director/CEO, Abbey Mortgage Bank
2. Optimize Earnings Capability: We will Plc.
continue to optimize our earning capability
by building on existing performance through

21



REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2021

The Directors present their report together with the audited financial statements of Abbey Mortgage
Bank Plc (“the Bank”) for the year ended 31 December 2021.

The Bank applied the International Financial Reporting Standards (“IFRS”) issued by the
International Accounting Standards Board in preparing these Financial Statements and the
comparative financial information.

1. RESULT
Highlights of the Bank's operating results for the year under review are as follows:

2021 2020
N'000 N'000

Profit/(Loss) before income tax 661,063 (4,297,872)
Income tax expense (38,865) (3,747)

Profit after income tax 622,198 (4,301,619)
Other comprehensive income - -
Profit/(Loss) for the year 622,198 (4,301,619)

Less: appropriations: (509,187) 1,365,226
Transfer (to)/from regulatory risk reserve 113,011 (2,936,393)
Net effect of operations on accumulated losses

2. PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The principal activity of the Bank continues to be the provision of mortgage and banking
services to the general public.

3 LEGAL FORM
The Bank, which was incorporated in Nigeria as a private limited liability company on 26 August
1991, obtained its license to operate as a Mortgage Bank on 20 January 1992, commenced
business on 11 March 1992 and later converted to a public limited liability company in September
2007. On 21 October 2008, the Bank became officially listed on the Nigerian Exchange Group.
Following the approval of the Central Bank of Nigeria, the Bank changed its name from Abbey
Building Society Plc to Abbey Mortgage Bank Plc on 16 January 2014.

23

REPORT OF THE DIRECTORS - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

4. DIRECTORS' INTERESTS IN SHARES AND CONTRACTS

The interests of the Directors in the issued share capital of the Bank as recorded in the Register
of Directors' Shareholding as at 31 December 2021 are as follows:

S/N Name of Directors As at 31 Percentage As at 31 Percentage
December Holding [%] December Holding [%]
2021 (Shares) 2020 (Shares)
1.17
1 Mazi Emmanuel Kanu O. Ivi 118,642,341 0.01 86,442,341 1.33
2 Mr. Madu Hamman 1,465,824 839,170 0.01
3 Mr. Mobolaji Adewumi* NIL 0.5 NIL
4 Mr. Oladipupo Adeoye* NIL NIL 0.78
5 Air Vice Marshal Olufemi Soewu (Retired) 50,717,076
6 Prof. Marius Umego NIL 50,717,076
7 Brig-Gen. John Obasa NIL NIL
8 Mr. Nonso Okpala* NIL NIL
9 High Chief Samuel Oni NIL NIL
NIL

* INDIRECT HOLDING
Mobolaji Adewumi, Dipo Adeoye and Nonso Okpala have indirect holding through VFD Group
Plc.

None of the Directors notified the Bank of any disclosable interest in contracts with which the
Bank was involved as at 31 December 2021 (2020: None).

5. ELECTION/RE-ELECTION OF DIRECTORS

i. In accordance with Article 106 of the Bank's Articles of Association, Mr. Nonso Okpala and
Prof. Marius Umego-two of the Directors, retire by rotation and being eligible, offer
themselves for re-election.

ii. Since the last AGM, in line with Article 7 of the Bank’s MEMART, Ms. Chika Ochonogor was
appointed as a Director (subject to CBN approval). She retires at this meeting and being
eligible offers herself for re-election.

6. RECORD OF DIRECTORS' ATTENDANCE

In accordance with Section 284 (2) of the Companies and Allied Matters Act 2020, the Record of
Directors' attendance at Directors' meetings during the financial year under review is available
for inspection at the Annual General Meeting. It is also disclosed in the Corporate Governance
Section of the Annual Report.

24

REPORT OF THE DIRECTORS - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

7. SUBSTANTIAL INTEREST IN SHARES

Nigerian citizens and associations held all the ordinary shares of the Bank as at 31 December 2021. No
individual shareholder held more than 5% of the issued and paid up share capital of the Bank as at 31
December 2021 except the following:

As at 31 December 2021

Shareholder No. of shares held Percentage of shareholding %
VFD Group Plc 4,020,840,792 39.6
Madonna Ashib Comm. Enterprise Ltd 1,679,264,202 16.54
Forte Properties & Investment Ltd 1,605,388,734 15.81

As at 31 December 2020

Shareholder No. of shares held Percentage of shareholding %
VFD Group Plc 2,275,538,462 35.22
Madonna Ashib Comm. Enterprise Ltd 1,068,622,674 16.54
Forte Properties & Investment Ltd 1,021,611,013 15.81

8. HISTORY OF CAPITALIZATION
The authorised, issued and fully paid up share capital are as follows:

DATE AUTHORISED ISSUED AND CONSIDERATION
FULLY PAID

INCREASE (₦) CUMMULATIVE (₦) INCREASE (₦) CUMMULATIVE (₦)

1991 NIL 5,000,000 NIL 5,000,000 CASH
1992 10,000,000 15,000,000 10,000,000 15,000,000 CASH
1992 15,000,000 30,000,000 15,000,000
1994 20,000,000 50,000,000 NIL 30,000,000 CASH
1996 50,000,000 15,000,000 50,000,000 CASH
1997 NIL 100,000,000 20,000,000 50,000,000
1999 50,000,000 100,000,000 70,000,000 CASH
1999 100,000,000 NIL 78,000,000 BONUS
2000 NIL 200,000,000 20,000,000 100,000,000 BONUS
2001 NIL 200,000,000 185,000,000 CASH
2001 100,000,000 200,000,000 8,000,000 200,000,000 BONUS
2002 NIL 500,000,000 22,000,000 240,000,000 BONUS
2003 NIL 500,000,000 85,000,000 265,000,000 BONUS
2004 300,000,000 800,000,000 15,000,000 315,000,000 CASH
2004 NIL 800,000,000 40,000,000 335,000,000 BONUS
2005 300,000,000 1,000,000,000 25,000,000 360,000,000 BONUS
2006 NIL 1,500,000,000 50,000,000 500,000,000 CASH
2006 200,000,000 1,500,000,000 20,000,000 518,000,000 BONUS
2007 500,000,000 1,500,000,000 25,000,000 1,019,935,000 CASH
2008 NIL 3,500,000,000 140,000,000 2,100,000,000 CASH
2020 NIL 6,000,000,000 18,000,000 3,230,769,231 CASH
2021 2,000,000,000 501,935,000 5,076,923,077 CASH
2,500,000,000 NIL 1,080,065,000
NIL 1,130,769,231
1,846,153,846

25

REPORT OF THE DIRECTORS - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

9. ANALYSIS OF SHAREHOLDERS

9.1 ANALYSIS OF SHAREHOLDERS AS AT 31 DECEMBER 2021

Range Number of Shares Held Percentage of
Shareholders shareholding%

1 -100,000 897 23,184,210 0.23%
100,001 -500,000 126 30,712,169 0.30%
500,001 -1,000,000 16,203,692 0.16%
1,000,001 -50,000,000 18 288,303,116 2.84%
50,000,001 -500,000,000 35 2,489,949,239 24.52%
500,000,001 -Above 14 7,305,493,728 71.95%
10,153,846,154 100%
3
1,093

9.2 ANALYSIS OF SHAREHOLDERS AS AT 31 DECEMBER 2020

Range Number of Shares Held Percentage of
Shareholders shareholding%

1 -100,000 842 23,264,506 0.36%
100,001 -500,000 125 30,962,487 0.48%
500,001 -1,000,000 0.27%
1,000,001 -50,000,000 19 17,257,148 3.97%
50,000,001 -500,000,000 32 256,812,900 27.35%
500,000,001 -Above 14 1,767,469,272 67.57%
4,365,772,149 100%
3 6,461,538,462
1,035

10. DONATIONS
Donations made during the year amounted to N560,000 (2020: N397,400). No donation
was made to any political organization. The beneficiaries are:

11.
26

REPORT OF THE DIRECTORS - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

12. DIVIDEND
No dividends were declared and paid in 2021 (2020: nil).

13. EMPLOYMENT AND EMPLOYEES
Employment of disabled persons
It is the policy of the Bank that there should be no discrimination in considering applications
for employment including those from physically challenged persons. All employees,
whether or not disabled, are given equal opportunities to develop. As at 31 December 2021
no physically challenged person was employed by the Bank (2020: Nil).

Employee's involvement and training
The Bank is committed to keeping employees as fully informed as possible regarding its
performance and progress and seeking their views whenever practicable on matters which
particularly affect them as employees.
The Bank places high premium on the development of its manpower. The Bank's expanding
skill base has been extended by a range of training programmes provided for its employees
whose opportunities for career development with the Bank have been enhanced.

Health, safety at work and welfare of employees
Health and safety regulations are in force within the Bank's premises and employees are
aware of the existing regulations. The Bank provides subsidy to all levels of employees for
medical treatment, transportation, housing, etc.

14. ACQUISITION OF OWN SHARES
The Bank did not purchase its own shares during the year (2020: Nil).

15. EVENTS AFTER REPORTING DATE
There were no subsequent event which could have had a material effect on the financial
position and performance of the bank as at 31 December 2021 which had not been
adequately provided for or disclosed.

See note 37 for other disclosures relating to events after reporting date.

16. AUDIT COMMITTEE

Pursuant to Section 404 (3) of the Companies and Allied Matters Act 2020, the Bank has an

Audit Committee comprising two Directors and three Shareholders as follows:

1. Mr. Adekunle Alli - Chairman Shareholder’s representative

2. Prince (Engr.) MOT. Tobun - Member Shareholder’s representative

3. Mr. Gbadebo Ajeigbe - Member Shareholder’s representative

4 AVM Olufemi Soewu (Rtd) - Member Director

5 High Chief Samuel Oni - Member Director

The functions of the Audit Committee are as laid down in Section 404 (7) of the Companies
and Allied Matters Act 2020.

27

REPORT OF THE DIRECTORS - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021
17. AUDITOR

In accordance with Section 401(2) of the Companies and Allied Matters Act 2020 Messrs.
Deloitte & Touche have expressed their willingness to continue in office as Auditors of the
Bank. A resolution will be proposed at the Annual General Meeting authorizing the Directors
to determine their remuneration.
BY ORDER OF THE BOARD OF DIRECTORS
GEOFF O. AMAGHEREONU ESQ
FRC/2013/NBA/00000002815
Company Secretary/Legal Adviser
23 Karimu Kotun Street,
Victoria Island, Lagos.
Date: 25 February 2022

28

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RELATION
TO THE PREPARATION OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

In accordance with the provisions of the iv It is appropriate for the financial statements
Companies and Allied Matters Act 2020, the to be prepared on a going concern basis.
Banks and Other Financial Institutions Act
2020 and the Financial Reporting Council of The Directors accept responsibility for the annual
Nigeria Act No. 6, 2011, the Directors are financial statements, which have been prepared
responsible for the preparation of annual using appropriate accounting policies supported
financial statements, which give a true and fair by reasonable and prudent judgments and
view of the financial position of the Bank at estimates in conformity with the International
the end of the financial year and of the Financial Reporting Standards, the requirements
financial results for the year then ended. of the provisions of the Companies and Allied
Matters Act 2020, the Banks and Other Financial
The responsibilities include ensuring that: Institution Act 2020, the Financial Reporting
Council of Nigeria Act No. 6, 2011, and relevent
I The Bank keeps proper accounting Central Bank of Nigeria Circulars & Guidelines for
records that disclose, with reasonable the Operations of Primary Mortgage Banks in
accuracy, the financial position of the Nigeria.
Bank and complies with the International
Financial Reporting Standards, the The Directors are of the opinion that the financial
requirements of the provisions of the statements give a true and fair view of the state of
Companies and Allied Matters Act 2020, the financial position of the Bank and of its
the Banks and Other Financial Institution financial results.
Act 2020, the Financial Reporting Council
of Nigeria Act No. 6, 2011 and relevent The Directors further accept responsibility for the
Central Bank of Nigeria Circulars & maintenance of accounting records that may be
Guidelines for the Operations of Primary relied upon in the preparation of financial
Mortgage Banks in Nigeria; statements, as well as adequate systems of
internal control.
ii Appropriate and adequate internal
controls are established to safeguard its Nothing has come to the attention of the
assets and to prevent and detect fraud Directors to indicate that the Bank will not remain
and other irregularities; as a going concern for at least twelve months
from the date of this statement.
iii T h e B a n k p r e p a r e s i t s fi n a n c i a l
statements using suitable accounting BY ORDER OF THE BOARD OF DIRECTORS
policies supported by reasonable and
prudent judgments and estimates that
are consistently applied; and

---------------------------------------- ---------------------------------------
MAZI EMMANUEL KANU O. IVI MADU HAMMAN
FRC/2014/ICAN/00000008160 FRC/2013/CIBN/000000011355
Chairman Managing Director/CEO
Date: 25 February 2022 Date: 25 February 2022

29

CERTIFICATION PURSUANT TO SECTION 60 (2) OF THE
INVESMENTS AND SECURITIES ACT No. 29 OF 2007

FOR THE YEAR ENDED 31 DECEMBER 2021
We the undersigned hereby certify the following with regard to the audited financial statements for
the year ended 31 December 2021:

a. We have reviewed the report;
b. To the best of our knowledge, the report does not contain:

i. Any untrue statement of a material fact, or
ii. Omit to state a material fact, which would make the statements, misleading in the light of the

circumstances under which such financial statements were made;
c. To the best of our knowledge, the financial statements and other financial information included

in the report fairly present in all material respects the financial condition and results of operation
of the Bank as of, and for the years presented in the report.

d. We:
i. Are responsible for establishing and maintaining internal controls.
ii. Have designed such internal controls to ensure that material information relating to the Bank
is made known to officers within the Bank particularly during the period in which the periodic
reports are being prepared;

iii. Have evaluated the effectiveness of the Bank's internal controls as of date within 90 days
prior to the report;

iv. Have presented in the report of the Audit Committee our conclusions about the effectiveness
of the Bank's internal controls based on our evaluation as of that date;

e. We have disclosed to the auditors of the Bank and Audit Committee:
i. All significant deficiencies in the design or operation of internal controls which would
adversely affect the Bank's ability to record, process, summarise and report financial data
and have identified for the Bank's auditors any material weakness in internal controls, and

ii. Any fraud, whether or not material, that involves management or other employees who have
significant role in the Bank's internal controls;

f. We have identified in the report whether or not there were significant changes in internal
controls or other factors that could significantly affect internal controls subsequent to the date
of our evaluation, including any corrective actions with regard to significant deficiencies and
material weaknesses.

------------------------------ ------------------------------
MADU HAMMAN OLUWATOMI OLURINOLA
FRC/2013/CIBN/000000011355 FRC/2021/001/00000025175
Managing Director/CEO Financial Controller
Date: 25 February 2022 Date: 25 February 2022

30

STATEMENT OF CORPORATE RESPONSIBILITY
FOR THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021
In line with the provision of S. 405 of CAMA 2020, we have reviewed the audited financial statements
of the Bank for the year ended 31 December 2021 and based on our knowledge confirm as follows:

a. The audited financial statements do not contain any untrue statement of material fact or omit
to state a material fact which would make the statements misleading.

b. The audited financial statements and all other financial information included in the
statements fairly present, in all material respects, the financial condition and results of
operation of the bank as of and for the period ended 31 December 2021.

c. The bank's internal controls have been designed to ensure that all material information
relating to the bank is received and provided to the Auditors in the course of the audit.

d. The banks internal controls were evaluated within 90 days of the financial reporting date and
are effective as of 31 December 2021.

e. That we have disclosed to the bank's Auditors and the Audit Committee the following
information:

(i) There are no significant deficiencies in the design and operation of the bank's internal
controls which could adversely affect the bank's ability to record, process, summarize and
report financial data and have discussed with the auditors any weaknesses in internal
controls observed in the cause of the Audit.

(ii) There is no fraud involving management or other employees which could have any significant
role in the bank's internal control.

f. There are no significant changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of this audit, including any corrective actions
with regard to any observed deficiencies and material weaknesses.

------------------------------ ------------------------------
MADU HAMMAN OLUWATOMI OLURINOLA
FRC/2013/CIBN/000000011355 FRC/2021/001/00000025175
Managing Director/CEO Financial Controller
Date: 25 February 2022 Date: 25 February 2022

31

CORPORATE GOVERNANCE REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021

INTRODUCTION
Abbey Mortgage Bank Plc recognizes the fact that effective governance system is essential to
retaining public trust and confidence in the way and manner we do our business. Our governance
policies are structured to ensure maximum compliance with the provisions of the various laws and
codes on the subject.

These include the Nigerian Code of Corporate Governance 2018, the Central Bank of Nigeria Code of
Corporate Governance of May 2014, the SEC Code of Corporate Governance dated 1 April, 2011, the
Post Listing requirements of Nigerian Exchange Group (NGX) together with the amendments
thereto, our internal Code of Corporate Governance and international best practices.

Abbey's Code of Corporate Governance is targeted at achieving the highest standards of
transparency, accountability and good corporate behaviour in line with international best practices.
The governance structures and processes are primed for the satisfaction of the various stakeholders
including employees, shareholders, creditors, host communities and regulatory authorities.

Abbey's corporate ethos include accountability, transparency, integrity, fairness, discipline,
communication, social and environmental responsibility, service excellence, responsible lending and
stakeholder-rights' recognition. Directors and employees are expected to act honestly, in good faith
and in the best interest of the Bank in all transactions.

The governance structure of the Bank is driven principally by the Board of Directors, whose members
are equipped with the requisite academic qualifications and relevant industry experience and tools
to discharge their roles in the Bank. The governance policies adopted by the Board are designed to
ensure long-term shareholders’ value. It is the primary responsibility of the Board to deliver
sustainable shareholders' wealth through its oversight functions.

Meetings of Shareholders
The general meeting of the Bank remains the highest decision-making organ and the primary avenue
for interaction between the shareholders, Management and the Board. Annual General Meetings are
conducted in an open manner allowing for free discussions on all issues on the agenda and in
accordance with the provisions of the Companies and Allied Matters Act 2020, and the Articles of
Association of the Bank. Venues for such meetings are always easily accessible.

Audit Committee
The Statutory Audit Committee is established in line with Section 404 (5) of the Companies and
Allied Matters Act 2020. The Committee during the year comprised five members - Three members
representing the shareholders and elected at the Annual General Meeting and two Non-Executive
Directors. The Committee meets at least four times a year but could also meet at any other time
should the need arise to enable it discharge its statutory duties as provided under the Act.
The membership of the Committee is as follows:

Shareholders representatives Directors
Mr. Adekunle Alli High Chief Samuel Oni
Prince (Engr.) MOT O. Tobun AVM Olufemi Soewu (Rtd)
Mr. Gbadebo Ajeigbe

32

CORPORATE GOVERNANCE REPORT - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

BOARD OF DIRECTORS
The Board is made up of a Non-Executive Chairman, Four (4) Non-Executive Directors, three (3)
Executive Directors and one (1) Independent Non- Executive Directors. Appointment to the Board is
made by the shareholders at the Annual General Meeting upon recommendation by the Board of
Directors.

The Board is accountable and responsible for the affairs of the Bank by ensuring that its operations at
all times are carried out within the legal and regulatory framework. The Board's responsibilities and
duties include, but are not limited to, defining the Bank's business strategic goals, formulating
effective risk management policies, leadership, enterprise, integrity and judgment in directing the
Bank so as to achieve continuing prosperity and to act in its best interest in a manner based on
transparency, accountability, good corporate governance and equity. The Board meets at least once
every quarter but may hold other sessions to address urgent matters requiring its attention. Its
oversight functions are performed through the following Committees:

- Board Credit & Risk Management Committee
- Board Audit & Compliance Committee
- Board Strategy & Financial Analysis Committee
- Board Governance & Remuneration Committee

The Committees of the Board are constituted as follows:

Board Credit & Risk Management Committee Chairman
AVM Olufemi Soewu (rtd) Member
High Chief Samuel Oni Member
Mr. Nonso Okpala Member
Mr. Madu Hamman Member
Mr. Mobolaji Adewumi Member
Mr. Oladipupo Adeoye

Board Strategy & Financial Analysis Committee Chairman
Nonso Okpala Member
Mr. Madu Hamman Member
Mr. Mobolaji Adewumi Member
Mr. Oladipupo Adeoye

Board Governance & Remuneration Committee Chairman
AVM Olufemi Soewu (rtd) Member
Prof. Marius Umego Member
Brig-Gen John Obasa (rtd.)

Board Audit & Compliance Committee Chairman
High Chief Samuel Oni Member
AVM. Olufemi Soewu (rtd) Member
Prof. Marius Umego Member
Brig-Gen John Obasa (rtd)

33

CORPORATE GOVERNANCE REPORT - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

FREQUENCY OF BOARD AND BOARD COMMITTEE MEETINGS
Provided below are details of Board and Board Committee meetings held in 2021 showing the
frequency of the meetings and attendance of members.

KEY: Present,
P= Absent with apology
AWA =

GOVERNANCE & REMUNERATION COMMITTEE

S/N MEMBERS 17/2/’21 7/7/’21 15/10/’21 25/11/’21

1 Prof. Marius Umego PP P P
2 Brig-Gen John Obasa (rtd) PP P P
3 PP P P

34

CORPORATE GOVERNANCE REPORT - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

CREDIT & RISK MANAGEMENT COMMITTEE

S/N MEMBERS 9/2/’21 15/7/’21 20/10/’21 23/11/’21

1 AVM Olufemi Soewu (rtd) P PP P
2 High Chief Samuel Oni P PP P
3 Mr. Nonso Okpala AWA PP P
4 Mr. Madu Hamman P PP P
5 Mr. Mobolaji Adewumi P PP P
6 Mr. Dipo Adeoye P PP P

AUDIT & COMPLIANCE COMMITTEE 8/2/’21 22/2/’21 12/7/’21 12/10/’21 1/12/’21

S/N MEMBERS PP P P P
PP P P P
1 High Chief Samuel Oni AWA P P AWA P
2 AVM Olufemi Soewu (rtd) PP P P P
3 Professor Marius Umego
4 Brig-Gen John Obasa ( rtd)

STATUTORY AUDIT COMMITTEE 26/2/’21 10/8/’21 3/11/’21 17/12/’21

S/N MEMBERS PP P P
P
1 Mr. Adekunle Alli P P AWA AWA
2 Eng. M.O.T. Tobun P
3 Mr. Gbadebo Ajeigbe PP P P
4 AVM Olufemi Soewu
5 High Chief Samuel Oni PP P

PP P

35

CORPORATE GOVERNANCE REPORT - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

BIOGRAPHICAL NOTES ON PERSONS FOR RE-ELECTION AS DIRECTORS

Mr. Nonso Okpala is a visionary and entrepreneur and the Group
Managing Director of the VFD Group Plc – a financial services holding
company with interests in foreign exchange, debt investment,
international remittances, and payment business. His competencies
include Corporate Finance, Business Strategy, Project Management and
Financial Reporting, Credit Management and Budgeting/ Budgeting
Control. He is a Chartered Accountant. He obtained his BSc in Marketing
from the University of Nigeria. He started his career with KPMG as Senior
Auditor between 2004 to 2008. He joined BGL PLC as Special Assistant
to the ED, Capital Markets between 2008 to 2010 where he was till he
moved to Heirs Holdings Limited as CFO between 2010 to 2015.

Professor Marius N. Umego is a Professor of Geophysics. He is a
graduate of the University of Ibadan where he obtained a BSc in Physics.
He bagged his MSc and PhD in Geophysics from Ahmadu Bello
University. He is a prolific academic and author of many books and
articles published in reputable journals. He is a member of many
professional bodies both locally and internationally including Fellow of
International Programme in Physical Sciences, Uppsala, Sweden and
fellow of the Nigerian Institute of Physics.

Ms. Chika Ochonogor is a dual-qualified lawyer with over a decade of
experience in both private and corporate practice. She is a self-
motivating team player with strong leadership, communication and
negotiation skills. She holds an LL.B in English Law and French Law from
the University of Kent, Canterbury, UK(1998 – 2003), a Master of Laws in
Maitrise International & European Law from the University of Toulouse,
Toulouse, France(2003 – 2004) and Master II European & International
Business Law from the University of Orleans, Orleans, France (2004 -
2005). She is a Chartered Arbitrator, among other qualifications and
certifications. She has had professional stint with Unilever Limited, UK,
Aluko & Oyebode, Lagos, Edwards Wildman Palmec, London, UK among
others. Presently, she is the Lead Consultant at Filament Consulting
Lagos.

36

CORPORATE GOVERNANCE REPORT - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

EXECUTIVE MANAGEMENT COMMITTEE
The Executive Management Committee comprises all senior executives from the rank of General
Manager and above and is chaired by the MD/CEO. The Committee meets every two weeks or such
other times as the business exigencies of the Bank may require. It has the primary responsibility of
implementing the strategies approved by the Board, providing leadership to the Management Team
and ensuring efficient deployment and management of the Bank's resources.

Its membership comprises the following:

1 Mr. Madu Hamman Managing Director/CEO

2 Mr. Mobolaji Adewumi Executive Director, Finance and Administration

3 Mr. Oladipupo Adeoye Executive Director, Treasury, Operations & Construction Finance

4 Mrs. Lolita Ejiofor Group Head, IT & Resources

5 Geoff O. Amaghereonu Company secretary/Legal adviser

HUMAN RESOURCES
Abbey strives to be an employer of choice. The bank operates the "equal opportunity" principle.
There is no gender or religious bias. There is no discrimination against physically-challenged persons
or persons living with HIV/AIDS. Staff training and development have been our watchword and a
number of senior staff have participated in international and national workshops and seminars,
whilst there are regular in-house training sessions tailored to our specific needs covering all levels of
staff.

The bank strives hard to provide a safe and secure atmosphere for all its stakeholders. Various
measures are in place to ensure a peaceful, friendly and conducive environment for all to transact
business. All employees are adequately insured against health and occupational hazards, whilst
medical facilities or alternatives are offered to all staff.

CORPORATE SOCIAL RESPONSIBILITY
Abbey has always maintained a high level of social responsibility, with a strong desire to positively
impact the host community. Our mission to provide affordable housing finance to enable people
own their own homes stems from our dream to fulfill this social responsibility. We continuously
engage in charitable acts to help the less privileged, such as sponsoring events for sick and
physically handicapped children admitted into orthopaedic wards or those afflicted with Down
syndrome.

SUSTAINABLE AND ENVIRONMENTAL ISSUES
Abbey conducts its business in a manner that protects the health and safety of all stakeholders. The
Board and Management pay particular attention to ensuring that we continually strive to improve
occupational health and safety performance, through close cooperation between management,
employees and developers/customers, where applicable. We are therefore very delighted to report
that last year there were no recorded cases of incidents in our operations.

We will always strive to ensure safe working conditions, equipment and work sites where applicable.
We will continue to promote employee involvement and accountability in identifying, preventing
and eliminating hazards and risks of injury.

37

CORPORATE GOVERNANCE REPORT - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

We are committed to:
Ÿ Incorporating Organizational Health and Safety (OH&S) considerations into all aspects of our

management practices;

Ÿ Managing operations to meet all applicable OH&S laws and regulations and Bank policies;

Ÿ Identifying and assessing potential injury risks and implementing appropriate measures to
eliminate or control those risks if any;

Ÿ Establishing, communicating and enforcing, through employee involvement, work site-specific
rules and safe work methods;

Ÿ Promoting and developing safe behaviours, awareness, leadership and accountability of our
employees in health and safety through their involvement in continual improvement processes;

Ÿ Measuring our health and safety performance in accordance with established standards;

Ÿ Ensure that all our financed projects meet legal and group environmental, health and safety
requirements;

Ÿ Ensure that management systems are effective in maintaining standards and fulfilling the
challenge of securing continuous improvements in environmental, health and safety
performance;

Ÿ Ensure accountability by holding corporate management and senior executives responsible for
Environmental, Health and Safety (EHS) performance;

Ÿ Provide financial and human resources to allow EHS to be given an appropriate level of priority in
our financed projects;

Ÿ Ensure that all our financed projects incorporate best practice and promote innovation through
the operation of our financed customers to eliminate or minimize risks to health, safety and the
environment;

Our employees share in this responsibility and are accountable for the successful implementation of
this policy. Management is empowered to curtail operations, as necessary, to prevent serious
adverse impacts on health, safety and environmental issues.

EMPLOYMENT AND LABOUR RELATIONS
Abbey continues to strive to entrench fair labour practices. Workers are given adequate training to
assist them in the performance of their duties. Abbey complies with extant labour laws. There is no
discrimination against women in any form. Men and women on the same level enjoy equal
remuneration. The Bank applies the acceptable rules governing the treatment of female workers
during pregnancy and maternity leave.

38

CORPORATE GOVERNANCE REPORT - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

HUMAN RIGHTS
In consonance with the provision of the Nigerian Constitution and the Universal Declaration of
Human Rights, Abbey respects the fundamental human rights of its workers. Fair work practices and
policies have been entrenched.

FORCED OR COMPULSORY LABOUR
In its engagement with developers, contractors and service providers, the Bank ensures that there is
no forced labour or compulsory labour in any form. Child labour is not tolerated.

WHISTLE BLOWING POLICY
An important aspect of accountability and transparency is a mechanism to enable individuals to
voice concerns in a responsible and effective manner. In furtherance of this Abbey has a policy
detailing the mechanisms for whistle blowing.

DISCLOSURE MAY BE MADE THROUGH:
Email: [email protected]
Dedicated telephone line: 019035717

BRIBERY AND CORRUPTION POLICY
Abbey is committed to conducting her business fairly, honestly and lawfully. The Bank has a zero
tolerance approach to bribery and corruption and insists on the same standard for those with whom
it does business. The anti-corruption procedures are encapsulated in the Bribery and Corruption
policy. The whistle blowing mechanisms are available for any person who wishes to lodge a report on
bribery and corruption.

SECURITY TRADING POLICY
In compliance with Rule 17-15 on Disclosure of Dealings on Issuer's Shares, Rulebook of the Nigerian
Stock Exchange, the Bank has a Security Trading Policy (STP) which governs the trading of the
Bank's securities by related parties. This policy is being adhered to.

FREE FLOAT DECLARATION
Abbey Mortgage Bank Plc with a free float percentage of 7.20% (and a free float value of
N768,142,630.50 as at 31 December 2021, is not compliant with The Nigerian Stock Exchange's free
float requirements for companies listed on the Main Board. However, the Bank is already making
efforts to address the issue.

COMPLAINTS MANAGEMENT POLICY
In compliance with the requirement of the Securities and Exchange Commission Rule circulated, the
Bank has in place Complaints Management Framework. This policy has been put in place and is
being adhered to.

39

CORPORATE GOVERNANCE REPORT - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021
BOARD EVALUATION
During the year under review, a Board Performance Evaluation was carried out. The performance of
the Board and individual members was adjudged satisfactory.
REMUNERATION POLICY
The Bank's Remuneration Policy provides a guide for compensation of Board members and Staff.
It provides clarity on the metrics to be adopted in determining compensation at the various levels
taking cognizance of the need to ensure competitiveness and Motivation.
Remuneration of Non- Executive Directors:
The Non- Executive Directors are entitled to an annual fee and sitting allowance for Board and Board
committee meetings.
Remuneration of Executive Directors:
Executive Directors are remunerated by way of fixed salaries, allowance and performance bonuses in
appropriate cases. They are not entitled to sitting allowance for Board and Board committee
meetings.

40

41

ENTERPRISE RISK MANAGEMENT POLICY

FOR THE YEAR ENDED 31 DECEMBER 2021

ENTERPRISE RISK REVIEW
Abbey Mortgage Bank Plc (the "Bank") has clear risk management objectives and a well-established
strategy to deliver them, through core risk management processes and procedures. The evolving
nature of risk management practices and the dynamic character of the mortgage banking industry
necessitate regular review of the effectiveness of each enterprise risk management component.

The Bank operates an "Enterprise-wide" Risk Management Framework with the objective of
managing all aspects of risk within the organisation. The Bank's operations require identification,
measurement, aggregation and effective management of risks and efficient utilisation of capital to
derive an optimal risk and return ratio. Risk management is at the core of the operating structure of
the Bank.

The Bank is exposed to various categories of risk, amongst which are credit, liquidity, capital,
operational, regulatory, reputational, legal, information and cybersecurity, compliance,and strategic
risks. To aid management of these risk, the Bank has developed an effective enterprise risk
management framework that allows us to balance the level of risk taken with our business objectives
to achieve sustainable and consistent performance over the long term.

The Board of Directors (the "Board") determine the Bank's set objectives in terms of risk by issuing
risk policies which guides the Bank's daily operation in terms of assuming risks against expected
rewards. These risk policies are detailed in the Enterprise Risk Management Framework. This
framework is a structured approach to identifying opportunities, assessing the risk inherent in these
opportunities and actively managing these risks in a cost-effective and efficient manner.

The Bank will continue to adopt an enterprise-wide and integrated approach to risk management.
Our risk profile will be managed to ensure that specific financial deliverables remain possible under a
range of adverse business conditions. The risk management process has continued to achieve
desired results as evidenced by improved risk ratios and independent risk ratings. The Bank's Risk
Management group is continuously evolving and improving, given the context that all market
developments, those of extreme nature, need to be anticipated always.

Executive Management has remained closely involved with important risk management initiatives,
which have focused particularly on preserving appropriate levels of asset quality, liquidity and
capital as well as managing the risk portfolios.

The Bank's approach is to provide direction on:
Ÿ Understanding the principal risks to achieving organisation strategy;
Ÿ Establishing risk appetite; and
Ÿ Establishing and communicating the risk management framework.

The process is then broken down into five steps: identify, assess/measure, control, report and
manage/challenge.

In addition to supporting transaction decisions, the measurement and control of credit, market,
operational and other risks have considerable influence on the Bank's strategy.

42

ENTERPRISE RISK MANAGEMENT POLICY - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

2. RISK APPETITE
Risk appetite is defined as the level of risk that the Bank is prepared to sustain whilst pursuing its
business strategy, recognising a range of possible outcomes as business plans are implemented. It
sets the quantum and types of risk that the Bank is prepared to take on the basis of its risk
management competencies, strategy and core values by relating the level of risk the Bank decides to
take to the level of capital required to support it. The risk appetite of the Bank is ultimately approved
by the Board.

Abbey Mortgage Bank Plc embraces a moderate risk appetite in delivering upon strategic
objectives. The risk appetite is derived using quantitative and qualitative criteria and is regulated by
limits and thresholds. These metrics aid in reaching our financial targets and guiding the Bank's
profitability. we are committed to maintaining a moderate risk profile, which has been cascaded in a
measurable manner to all risk categories and constantly being managed based on an integrated risk
management framework to provide one integrated view of the Bank's risk profile

Taken as a whole, risk appetite provides a basis for the allocation of risk capacity across the Bank's
business lines.

3. THE BANK RISKS SCOPE
Ÿ Credit Risk
Ÿ Capital Risk
Ÿ Operational Risk
Ÿ Liquidity and Funding Risk
Ÿ Information and Cyber security Risk
Ÿ Regulatory & Compliance Risk
Ÿ Legal Risk
Ÿ Reputational Risk
Ÿ Strategic Risk

These risk and respective framework for their management are detailed in the enetrprise
wide risk management framework.

4. BOARD AND MANAGEMENT COMMITTEES
The Board has ultimate responsibility for the Bank's risk organisation and for ensuring satisfactory
internal control. It carries out its oversight function through its standing committees. Each has a
charter that clearly defines its purpose, composition, structure, frequency of meetings, duties,
tenure, and reporting lines to the Board.

The Management committees which exist in the Bank include: The Executive Committee (EXCO),
Enterprise Risk Management Committee (ERMC), Management Credit Committee (MCC), Assets &
Liabilities Committee (ALCO), Audit and Compliance Committee (ACC) and Information
Technology Steering Committee (ITSC). Without prejudice to the roles of these committees, the full
Board retains ultimate responsibility for risk management.

43

ENTERPRISE RISK MANAGEMENT POLICY - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

RISK MANAGEMENT CONTROL STRUCTURE

BOARD
OF DIRECTORS

ASSET & LIABILITY ENTERPRISE RISK MANAGEMENT
MANAGEMENT MANAGEMENT CREDIT

COMMITTEE COMMITTEE COMMITTEE

Responsibility for risk management resides at all levels within the Bank, from the Board of
Directors and the Executive Management Committee down through the Bank to each
business manager.

The Bank distributes these responsibilities so that risk/return decisions are taken at the
most appropriate level; as close as possible to the business, and subject to robust and
effective review and challenge. The responsibilities for effective review and challenges
reside with senior managers, risk oversight committees, internal audit, the independent risk
function, the Board Audit & Risk Committee and, ultimately, the Board of Directors.

The Board is responsible for approving risk appetite, which is the level of risk it has chosen
to take in pursuit of its business objectives. The Head of Risk regularly presents a report to
the Board Credit & Risk Committee summarising developments in the risk environment and
performance trends in the key portfolios. The Board is also responsible for the Internal
Control and Assurance Framework (Control Framework). It oversees the management of
the most significant risks through the regular review of risk exposures and related key
controls. Executive management responsibilities relating to this are set via the Risk Policy.

44

ENTERPRISE RISK MANAGEMENT POLICY - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

Responsibilities of Board Committees involved with risk governance include:

i. Monitor the organisation's risk profile against the agreed appetite. Where actual performance
differs from expectations. The actions being taken by the management are reviewed.

ii. Review the system in place for monitoring risk, internal controls and compliance with applicable
regulations and also review the integrity, reliability and accuracy of accounting and financial
reporting systems in the Bank.

iii. Develop specific strategies that will help the Bank achieve its vision of being the leading
Mortgage Bank out of Africa.

iv Ensure that governance principles are well communicated and internalised by all in the Bank.

A number of the Board committees have delegated specific responsibilities to management
committees.

ENTERPRISE RISK MANAGEMENT COMMITTEE (ERMC)
The Enterprise Risk Management Committee (RMC) has oversight responsibility for all risk
categories in the Bank.

Responsibilities:
Ÿ Recommend that the Board approve the methodology of calculating the level of risk and

allocation of limits based on recommendations of Risk Management.

Ÿ To review the Risk Framework on an annual basis.

Ÿ Receive and review monthly reports on the Bank's Risk Profile, including the Top 10 Inherent Risks,
the Top 10 Residual Risk after Controls, and the associated management actions resulting from
the review.

Ÿ Receive and review half yearly reports on Business Continuity Management and Disaster
Recovery Planning, including internal and external benchmarking, and test preparation results,

Ÿ Receive and review monthly Risk Reports covering losses, near misses, abnormal gains/profits,
reputation risk, quantification of operational risk and capital.

Ÿ Act as a coordinating body for capturing and controlling organisational risks and making
recommendations to the Board Risk Committee for the allocation of resources (financial or
otherwise).

Ÿ Review risk limits, policies and management framework and recommend amendments (where
appropriate) to the Board Credit & Risk Management Committee.

45

ENTERPRISE RISK MANAGEMENT POLICY - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

ASSET AND LIABILITY MANAGEMENT COMMITTEE (ALCO)
Responsibilities:

1 Monitor and control all market, liquidity risk and interest rate risk across the Bank in accordance
with the risk appetite set by the Board of Directors;

2 Review limit, guideline or trigger breaches and agree remedial actions in order to align
exposures with agreed appetite;

3 Approve Market Risk, Liquidity Risk and Interest Rate Risk Policies for the Bank;

4 Review and note the impact of internal and external factors on the net interest margin; and

5 Recommend to the Board, policies and guidelines under which the Bank will manage matters
listed below, and in so doing protect the Bank's capital base and reputation:

6 Balance Sheet growth:
Ÿ Deposits, Advances and Investments;
Ÿ Non-earning assets
Ÿ Market and Liquidity Management.
Ÿ Capital Management Compliance

MANAGEMENT CREDIT COMMITTEE
Responsibilities:

1 Monitor the credit portfolio in line with the Bank's appetite for credit risk.
2 Define the Bank's risk and return preferences and target risk portfolio.
3 Monitor on an ongoing basis The Bank's risk quality and performance, review periodic credit

portfolio reports and assess portfolio performance;
4 Review credit policy changes initiated by Executive Management and endorse to the Board

Credit & Risk Management Committee for approval;
5 Ensure compliance with The Bank's credit policies and statutory requirements prescribed by the

regulatory authorities;
6 Approve credit facility requests within limits defined by The Bank's credit policy and

recommend to the Board Credit & Risk Management Committee, credits beyond their approval
limits;

AUDIT AND COMPLIANCE COMMITTEE
Responsibilities:

1 Assessment of the overall risk profile of the organization
2 Review of key control issues within the organization specifically from each of the

membership of the Committee.
3 Assess and monitor progress of remediation of key issues.
4 Integration of assurance activities to minimize duplication of efforts while avoiding uncovered

risk areas.

46

ENTERPRISE RISK MANAGEMENT POLICY - Continued

FOR THE YEAR ENDED 31 DECEMBER 2021

5 Facilitate the Bank's capacity to carry out integrated audits by sharing subject matter experts in
various aspects of Banking.

IT STEERING COMMITTEE
Responsibilities:
1 Ensure the strategic direction, objectives and vision for IT, and govern overall IT policies for the

bank.
2 Ensure proper implementation of approved IT Strategy within approved budget.
3 Enforce the implementation of policies for investment prioritisation, security and IT risk

management.
4 Set out the priorities for IT operational management.
5 Assesses the performance of the Information Technology organization.
6 Approve proposed ICT strategies and business cases (funding submissions) for all new ICT

project proposals.
7 Conduct reviews of information security at planned intervals, to ensure continuing suitability,

adequacy and effectiveness.

BUSINESS UNITS
Responsibilities
Business Units and their staff, as primary risk owners/managers, are responsible for the day-to-day
identification, mitigation, management and monitoring of risks within their respective functions.
Business Units and their staff are also responsible for the following:

Ÿ Implementing the Bank's risk management strategies;
Ÿ Managing day-to-day risk exposures by using appropriate procedures and controls in line with

the Bank's risk management framework;
Ÿ Identifying risk issues and implementing remedial action to address these issues; and
Ÿ Reporting and escalating material risks and associated issues to appropriate authorities.
Ÿ The Bank approaches and views risk not only as an uncertainty, but also as a potential

opportunity to develop new frontiers in the Mortgage Banking Industry.

CONTINGENCY FUNDING PLAN
Abbey Mortgage Bank Plc recognizes the importance of liquidity in the day to day operations of the
bank. Hence the importance of having a contingency funding plan (CFP) that expands management
and ALCO's latitude in dealing with and quickly adressing liquidity in times of crisis.

The contingency funding plan identifies: potential contingent events otherwise known as triggers,
which are internal, external or economic factors that may imply a change to market liquidity or
Abbey's access to markets; incident response action plan; roles and responsibilities of those involved
in the contingency plans; and the available sources of contingent funding to supplement cash flow
shortages. The CFP is revised annually and updated for funding actions based on stress test results
on a quarterly basis.

47

REPORT OF THE AUDIT COMMITTEE

FOR THE YEAR ENDED 31 DECEMBER 2021

In accordance with the provisions of Section 404(4) of the Companies and Allied Matters Act 2020,
we have reviewed the financial statements for the year ended 31 December 2021 as follows:
Ÿ We have exercised our statutory functions and powers as provided by the Articles of Association

of the Bank and the Companies and Allied Matters Act 2020 and acknowledge the co-operation of
management staff in the conduct of our responsibilities.
Ÿ We are of the opinion that the accounting and reporting policies of the Bank are in accordance with
legal requirements and agreed ethical practices and that the scope of planning of both the external
and internal audits for the year ended 31 December 2021 were satisfactory and complied with the
Bank's system and internal control.
Ÿ We have reviewed the findings on management matters in conjunction with the external auditors
and departmental responses thereon;
Ÿ As required by the provisions of the Central Bank of Nigeria Circular BSD/1/2004 dated 18
February 2004 on "Disclosures of Insider-Related Credits in Financial Statements" we reviewed
the insider-related credits of the Bank and found them to be as analysed on in the financial
statements as at 31 December 2021.

Mr . Adekunle Alli
Chairman, Audit Committee
FRC/2013/ICAN/00000002835
Members of the Audit Committee
Mr. Adekunle Alli
Prince (Engr.) Olayiwola Tobun
Mr. Gbadebo Ajeigbe
AVM Olufemi Soewu (Rtd)
High Chief Samuel Oni
17 February 2022

48


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