VFD Group_2022_Annual Report

CONSOLIDATION.
STABILITY.
FOCUS.

2021 AnnCounasol liRdaetipono•rStta&bilFityin• aFonccusials 1



TABLE OF CONTENTS

Corporate Profile 5

• About the Company 6
• Corporate Values 10
• Directors’ Profile 17

• Management Team Profile 17

Strategic and Business Report 23

• Chairman’s Statement 24
• Group Managing Director’s Report 25
• Sustainability Report 28

Governance 37

• Corporate Governance 38

• Directors‘ Report 43

• Statutory Audit Committee Report 47

• Statement of Directors’ Responsibilities 53

• Statement On VFD Group Board Evaluation 57

• Independent Auditor‘s Report 67

Financial Statements 69

• Consolidated and Separate Statement of Financial Position 70

• Consolidated and Separate Statement of Comprehensive Income 71
• Consolidated and Separate Statement of Changes in Equity 72
• Notes to the Consolidated and Separate Financial Statements 74
• Risk Management 37

Shareholder/Investor Information 141

• Notice of Annual General Meeting 142
• Profile of Directors for Re-Election 142
• Proxy Form 145
• Dematerialization Form for Migration 147
• E-Dividend Mandate Activation Form 149
• E-Share Registration Application Form 151
• E- Service/Data Update Form 153

Consolidation • Stability • Focus 3



01

CORPORATE
PROFILE

• ABOUT THE COMPANY
• CORPORATE VALUES
• DIRECTORS’ PROFILE
• MANAGEMENT TEAM PROFILE

ABOUT THE COMPANY

In the past year, VFD Group, driven by innovative
insights, strategic alignments and expansion across
sectors, has consolidated its businesses and empowered
them to thrive independently, which has led the Group
to experience tremendous growth and stability.

We have evolved from an initial focus on market insights to enhance and sustain a
providing and expanding access to financial thriving enterprise that would yield optimum
services, to becoming one of the indigenous returns for our shareholders.
proprietary investment boutiques with over
40 portfolio companies laced with immense With a defined goal for the year 2022 and a
opportunities for value creation. commitment to excellent execution, we will
continue to fearlessly operate through the
Our commitment to building sustainable lens of a future we envision. The theme for this
businesses has seen us exploring viable year’s Annual General Meeting; Consolidation,
partnerships, collaborations and setting Stability and Focus, reflects our direction for
our footprints across Africa and beyond. the ‘next’ as we demonstrate our expertise
As a proprietary investment company that and stay committed to our promise.
promotes innovation in diverse sectors, we
observe the trends and provide relevant

6 VFD Group plc 2021 Annual Report & Financials

CORPORATE VALUES

OUR VISION OUR MISSION

To be a commercially viable To build sustainable ecosystems
investment company with global by aggregating potentially viable
influence focused on building businesses through investments and
positive and socially conscious collaborations.
ecosystems.

OUR VALUES

We recognize For us, innovation We maintain a We take into We are strategically
individual starts from a framework for consideration the positioned for
willingness to feelings of all our
strengths and ensuring stakeholders before opportunities and
expertise, and make things better accountability and making decisions optimize them as
work in lockstep to and do things transparency in our while exercising they are presented
stay ahead of the differently. portfolio companies. to us while we take
market. Synergy is Our records remain fairness. ownership of the
instrumental to the accurate which is process, activities,
accomplishment of and engagement
crucial to our with an objective to
our goals. commitment to best create value for all.

practices.

Consolidation • Stability • Focus 7

AWARDS AND RECOGNITION

Business Day 8th Banks’ and
other Financial Institutions Awards
(BAFI)
• Best Investor Relations of the Year
• Alternative Investment Manager

of the Year

ISO 27001:2013 Certification in
Information Security Management
System

Most Innovative Investment
Company at the International
Finance Awards

Fixed Income Manager of the year at
the 2021 Mutual Fund Outlooks and
Awards organized by Business A.M

Anchoria Investment and Securities
Ltd came first on the NASD trading
platform as the highest trader for
Week 3 ended 22nd January 2021.

• Units traded - ₦93.1million

8 VFD Group plc 2021 Annual Report & Financials

CORPORATE INFORMATION

DIRECTORS: Chairman (Appointed August 23, 2021)
Mr. Olatunde Busari (SAN) Group Managing (Appointed May 28, 2021)
Mr. Nonso Okpala Director (Appointed August 23, 2021)
Executive Director (Appointed August 23, 2021)
Mr. Adeniyi Adenubi Executive Director
Mr. John Okonkwo Executive Director (Resigned effective August 23, 2021)
Mr. Folajimi Adeleye Non-Executive Director
Mr. Gbenga Omolokun Non-Executive Director (Resigned effective May 28, 2021)
Mr. Azubike Emodi Non-Executive Director
Mr. Mobolaji Adewumi Non-Executive Director (Resigned effective March 2, 2022)
Mrs. Ngozi Aghanya Non-Executive Director
Mr. Victor Fagbamila Non-Executive Director (Appointed May 28, 2021)
Mr. Suleiman Lawal Non-Executive Director (Appointed May 28, 2021)
Dr. Samuel Onyishi Non-Executive Director (Appointed April 1, 2022)
Ms. Jewel Okwechime Non-Executive Director
Mr. Ayodele Onawunmi Non-Executive Director
Mr. Celestine Ozigbo Non-Executive Director
Mr. Kelvin Orogun Non-Executive Director
Mr. Femi Akinware Non-Executive Director
Mr. Olanipekun Osinowo
829196
RC No.
Oluwagbeminiyi Shoda
COMPANY SECRETARY
Foresight House
REGISTERED OFFICE:
163/165 Broad Street Lagos
PRINCIPAL BANKERS
VFD Microfinance Bank Limited
AUDITORS: United Bank for Africa Plc
Zenith Bank Plc
First Bank of Nigeria Limited
Access Bank Plc

Deloitte & Touche

Plot GA 1 Civic Towers, Ozumba Mbadiwe Avenue Victoria
Island, Lagos, Nigeria

Consolidation • Stability • Focus 9

BOARD OF DIRECTORS

OLATUNDE Olatunde Busari (SAN) is the Group Chairman. He
BUSARI (SAN) holds a B.Sc in Political Science from the University
of Ife, an LL.B, Law from the University of Ibadan,
Chairman Nigeria, and an LL.M, Law from the University of
Lagos. He was called to the Nigerian Bar in 1989
NONSO OKPALA and is a Senior Advocate of Nigeria.

Group Managing Nonso Okpala is the Group Managing Director
Director of VFD Group Plc. He was previously the Chief
Financial Officer (CFO) of Heirs Holdings Ltd and
NGOZI is replete with vast experience in the Nigerian
AGHANYA financial services industry garnered while working
with reputable firms like KPMG, BGL and United
Non-Executive Bank for Africa Plc (UBA).
Director
Ngozi is a lawyer with over a decade of legal
experience and comes with a wealth of experience
in corporate & commercial legal transactions,
particularly within the finance industry.

MOBOLAJI Mobolaji holds a B.Sc. in Management and
ADEWUMI Accounting from the Obafemi Awolowo University,
Ile Ife and an MBA specializing in Finance from the
Non-Executive Judge Business School, University of Cambridge.
Director He is a member of the Association of Chartered
Certified Accountants (ACCA) with over ten years
GBENGA post-qualification experience. Bolaji has deep
OMOLOKUN financial services experience and expertise, having
worked with regional and global leaders in the
Non-Executive financial services sector, such as the First Bank of
Director Nigeria Ltd, ASO Savings, United Bank for Africa,
and KPMG Nigeria.

Gbenga has over twelve years of business process,
technology and strategy experience across various
industries including Manufacturing, Financial
Services, Public Sector and Pharmaceuticals.

10 VFD Group plc 2021 Annual Report & Financials

AZUBIKE Azubuike is a resourceful financial service
EMODI specialist with experience in retail and commercial
banking and worked with Zenith Bank before
Non-Executive joining Maxxon Pro Service Inc. in Canada where
Director he worked as an Investment Advisor/Financial
Planner.
JEWEL
OKWECHIME Jewel has over 15 years’ experience in Chemical
and Environmental Engineering, developing
Non-Executive and leading long-term strategic objectives that
Director resulted in positive growth and innovation.

CHUKS CELESTINE Chuks is currently a Director in Lyca Digitals Ltd.
OZIGBO Prior to joining Lyca Digitals, he worked at United
Bank for Africa Plc for three years where he rose
Non-Executive to the position of Group Head, Corporate Banking.
Director

SULEIMAN Suleiman is a business strategist with vast
LAWAL experience in project management and proven
leadership & management skills in challenging,
Non-Executive multicultural, & fast-paced environments.
Director
Ayodele is currently the Managing Partner, 213
AYODELE Capital, Lagos. Prior to starting 213 Capital, he
ONAWUNMI has expertise spanning Investment, Consulting,
Business Development and so on. With over
Non-Executive 15 years’ experience, Ayodele has spent his
Director time at FDHL Group, Acorn Petroleum Plc,
Leadway Assurance Company and Chapelhill
and has a Denham Group. He started his career
as a foreign currency trader in Access Bank plc.
Ayodele is a graduate of Basic Medical Services
from the University of Ibadan, Nigeria and has a
Postgraduate in Business Administration from
Heriot-Watt University, Edinburgh Business
School, Edinburgh, UK. He has a master’s degree
in finance from the London Business School.

Consolidation • Stability • Focus 11

KELVIN Kelvin is the Managing Director and Chief Executive
OROGUN Officer of Cashpot Limited, a money remittance
company with headquarters in London and offices
Non-Executive in Lagos Nigeria. Prior to starting Cashpot, he was
Director the Managing Director, Africa Market- Small World
Financial Services Group Ltd from October 2006 to
December 2010. He started his career in Universal
Trust Bank. Kelvin is a graduate of University of
Benin where he obtained a bachelor’s degree in
Computer Science. He also obtained an MBA from
Cass Business School- City University London.

FEMI Femi is an experienced telecommunications
AKINWARE executive, an entrepreneur, and a seasoned
engineer with over 24 years of accomplished
Non-Executive leadership spanning nearly every area of telecoms
Director business. Femi spent 15 years working on mergers
and acquisitions, asset building, corporate
development, business process re-engineering, IT
consultancy, and business start-ups.

ADENIYI ADENUBI Niyi Adenubi has over 15 years experience in
Institutional and Corporate Banking, Investment
Executive Director, Management and Consulting Sectors. His vast
Governance, Government experience in the financial sector comes from
and Subsidiary Relations working in Private equity, and Venture Capital in
some of the top firms in London. He has played
Financial Advisory roles in numerous firms within
Nigeria and the United Kingdom, most notably
with the Royal Bank of Scotland and ATOS
Consulting. Niyi is an expert at providing strategic
direction for the needs of companies to enable
them to operate at full potential and efficiency.

12 VFD Group plc 2021 Annual Report & Financials

JOHN OKONKWO John has several years’ experience in Finance,
Audit, Risk Management, Sustainability Services
Executive Director/ and Corporate Governance Services. He was the
Chief Operating Chief Financial Officer at Heirs Holdings Limited.
Officer Prior to joining Heirs Holdings Limited in June
2012, he was a Manager in the Internal Audit, Risk
& Compliance Services division of KPMG. John is a
Fellow of the Institute of Chartered Accountants of
Nigeria (ICAN).

FOLAJIMI Folajimi is the Executive Director, Finance, and
ADELEYE has experience spanning 12 years in audit and
advisory services, financial reporting, and financial
Executive Director, management including set up of finance function
Finance for start-up companies in the financial services
industry.

GBEMINIYI Gbeminiyi Shoda is a seasoned Legal Practitioner
SHODA with 10 years’ experience in all facets of Corporate
and Commercial Law Practice.
Company Secretary
Her expertise spans Financial Advisory, Banking,
Asset Management, Stockbroking, Remittance,
Technology, Real Estate, Hospitality and Media.

Consolidation • Stability • Focus 13

MANAGEMENT TEAM

NONSO OKPALA Nonso was previously the Chief Financial Officer
(CFO) of Heirs Holdings and is replete with vast
Group Managing experience in the Nigerian financial services
Director industry garnered while working with reputable
firms like KPMG, BGL and United Bank for Africa
Plc (UBA).

ADENIYI ADENUBI Niyi has over 15 years experience in Institutional
and Corporate Banking, Investment Management
Executive Director, and Consulting Sectors. His vast experience in the
Governance, financial sector comes from working in Private
Government and equity, and Venture Capital in some of the top
Subsidiary Relations firms in London. He has played Financial Advisory
roles in numerous firms within Nigeria and the
United Kingdom, most notably with the Royal
Bank of Scotland and ATOS Consulting. Niyi is
an expert at providing strategic direction for the
needs of companies to enable them to operate at
full potential and efficiency.

JOHN OKONKWO John has several years’ experience in Finance,
Audit, Risk Management, Sustainability Services
Group Executive and Corporate Governance Services. He was the
Director/ Chief Chief Financial Officer at Heirs Holdings Limited
Operating Officer and a Manager at KPMG.

FOLAJIMI ADELEYE Folajimi has experience spanning over 12 years in
audit and advisory services, financial reporting,
Executive Director, and financial management including set up of
Finance finance function for start-up companies in the
financial services industry.

14 VFD Group plc 2021 Annual Report & Financials

DAMOLA ANDAH Damola holds an M.A. in Human Resource
Management from the University of Leeds
Head, Human Resources Business School, Leeds, United Kingdom, and
a BSc. in Mass Communication from Babcock
University, Ilishan, Nigeria. She has functioned as
an Operations Officer, Human Resources Project
Officer, Performance and Talent Management
Officer, Senior Talent Management Officer, &
Human Resource Business Partner.

EFETURI Efeturi leads the Marketing and Corporate
DOGHUDJE Communications Unit. She is a Communications
Specialist with over fourteen years of experience
Head, Marketing in marketing, public relations, digital media
and Corporate strategy, branding, and management, spanning
Communications various industries including media, banking, and
civil service.

OBIAAJUM CHIMBO Obi has over 19 years of proven experience in Risk
Management, Branch Operations, Internal Control
Head, Risk and Customer Experience Management. Prior
Management to joining VFD Group, Obi worked in different
and Compliance capacities across Nova Merchant Bank, Access
Bank Plc, and Universal Trust Bank. He holds an
M.Sc. In Economics from the University of Ibadan,
a management program from the Wharton School
of Business and B.Sc. in Mathematics from the
University of Ibadan.

OLU SALAMI Olu’s experience spans Trade Management,
Strategy, Research and Development. Prior
Head Strategy, to joining VFD Group, he worked in different
Investment Management capacities at First Bank Plc and Veritas Kapital. Olu
and Corporate has a B.Sc. in Economics from Bowen University.
Performance

Consolidation • Stability • Focus 15

16 VFD Group plc 2021 Annual Report & Financials

02

STRATEGIC AND
BUSINESS REPORTS

• CHAIRMAN’S STATEMENT
• GROUP MANAGING DIRECTOR’S REPORT
• SUSTAINABILITY REPORT

OLATUNDE
BUSARI (SAN)

FCIS, C.ARB

CHAIRMAN’S STATEMENT

Members of the Board of Directors, In line with the dictates of my office, I
Distinguished Shareholders, Ladies, and will provide an overview of the business
Gentlemen, I am delighted to extend a warm environment, summarize our performance for
welcome to you at our Company’s 6th Annual the previous year, and outline our expectations
General Meeting. for the year ahead.

The year 2021 came with some respite from MACROECONOMIC OUTLOOK &
the effect of the Covid-19 pandemic. Globally, OPERATING ENVIRONMENT
people adapted to the new normal, while the
distribution of the vaccines spurred businesses Global Gross Domestic Product (GDP) was
from the dearth of 2020 and a general expected to grow by 6% in 2021 as economic
economic turnaround in most economies. recovery continued amid the resurging
pandemic. Early growth recorded in most
I am proud of the Group’s leadership and their countries was pared back in the second half of
commitment to steering the ship in difficult the year, with the resurgence of new variants
times. I am equally proud of the workforce we of the virus influencing the reinforcement of
have today, a talented and motivated team. lockdown restrictions in different countries.
They are the core of our success. However, global GDP remained positive.

As an organization, we will always be Back home, Nigeria recorded a GDP growth of
measured by how much value we deliver to our 3.4% in 2021, a turnaround from 2020, and the
shareholders, our employees, our community, strongest growth in seven years since 2014.
and all stakeholders; and I am excited that Inflation rate closed at 15.63% in December
our performance demonstrates yet another after opening at 16.47% at the start of the year.
successful year of delivering across board. Despite a marginal decline in PBT, -3% year on

We recorded our highest gross earnings with
growth at 47% year on year to N9.9bn (2020:
N6.6bn). Despite a marginal decline in PBT, -8%
year on year to N3.7bn (2020: N4bn), we have
laid the framework for increased earnings and
efficiency for the years ahead.

Consolidation • Stability • Focus 19

TOTAL ASSETS year to N3.9bn (2020: N4bn), there was a rise in the food price index
STOOD AT that was caused by an increase in prices of essential food products
largely driven by an elevated level of uncertainty in food-producing
N102.8 states.
billion
Economic expansion continued to be driven by the non-oil sector
(2020: N81.7BN) (4.73%) while the oil sector shrank by 8.06%, reflecting lower oil output
as the average daily crude oil production stood at 1.50 mbpd, down
from 1.57 mbpd in Q3 and 1.56 mbpd a year ago.

The exchange rate faced intense pressure, and the Central Bank of
Nigeria (CBN) adopted the Investors’ and Exporters’ FX window to
strengthen the currency. The Naira closed at N435/$1 in Dec 2021 from
N410/$1 at the beginning of the year.

Nxx FINANCIAL PERFORMANCE

NGR / $XX IN Our financial performance demonstrates the effectiveness of our
strategy in maximizing shareholders value, and the ongoing expansion
Q1 2020, BUT phase our company is in, with significant cost growth. However, it
CLOSED AT remains a year where we recorded our highest gross earnings with
NXX/$XX IN growth at 47% year on year to N9.7bn (2020: N6.6bn). Despite a
DECEMBER marginal decline in PBT, -8% year on year to N3.7bn (2020: N4bn), we
2020 have laid the framework for increased earnings and efficiency for the
years ahead.

SUPPORTING OUR COMMUNITY

As a business, we are devoted to good governance and ethical business
practices that promote the long-term interests of our stakeholders. As
with prior years, we continued our social responsibility activities by
providing relief to help vulnerable communities within our business
areas affected by the impact of the pandemic; hence donations were
made to families in Olowogbowo Methodist School and the Nigerian
Immigration Services.

Our sustainability report provides a comprehensive overview of these
activities.

20 VFD Group plc 2021 Annual Report & Financials

GROWTH & 2022 FOCUS +74%

The world has come to terms with the coronavirus pandemic and has GROSS
begun to live with it. We expect macroeconomic indices to remain EARNINGS
positive this year, with further optimization of the redundancies caused
by Covid-19. from N8.4bn to
N14.5bn
While we remain optimistic with our outlook, we would position
ourselves to take advantage of opportunities that present themselves +31%
during the year. We would also focus on consolidating our existing
business interests and drive our vision of becoming a commercially YOY
viable proprietary investment company with global influence. We will GROWTH
continue to seek cross border opportunities that enable us access
new market to help us aggregate the service offerings of our existing from N81.6bn to
portfolio companies and collaborations outside our ecosystem to build N107bn
a platform that allows us ring-fence stakeholder value chain..
+9.75%
APPRECIATION
PROFIT
As we conclude this period, I want to use this opportunity to thank BEFORE
everyone for your continued commitment and faith in this organisation. TAX

On behalf of the Board, I would like to express our heartfelt appreciation from N4.1bn to
to all our shareholders and business partners for their unwavering N4.5bn
support. Finally, I would like to thank the Leadership, Staff, and the
Board for your hard work and dedication towards achieving our shared +96.9%
goal.
OPERATING
I appreciate you all. EXPENSES

OLATUNDE BUSARI (SAN), from N3.2bn to
N6.3bn
FCIS, C.Arb

Consolidation • Stability • Focus 21

NONSO
OKPALA

GROUP MANAGING
DIRECTOR, VFD GROUP PLC.

GROUP MANAGING
DIRECTOR’S STATEMENT

Dear Esteemed Shareholders, including dislocation of the fixed income
market and a rise in yield relative to historic
I am delighted to welcome you all to our lows in 2020.
Company’s 6th Annual General Meeting
(AGM). We thought the world would have Regardless of the macroeconomic and
returned to normalcy by this time last year, but socioeconomic environment, we have
that is still a work in progress as uncertainty remained nimble as a company, ensuring
has become the new normal. I hope you all quick decision making across the board and
did well in the face of the challenges that 2021 hastening our evolution to a mature company.
presented. I would like to thank you for your One of these critical decisions concerned our
unwavering understanding, support, and faith evolving business model. We used to operate
during these extraordinary times. as a Group of companies, with a focus on the
centre to provide shared services. However,
Without a doubt, 2021 was a different year. with the significant increase in the number
It was difficult for everyone, including our of our investee companies and the strain on
clients, employees, and community members. the centre, it became necessary to give the
In addition to the pandemic’s complexities, investee companies a great deal of autonomy.
there were significant shifts in international To ensure aligned strategic direction and drive
relations, the global economy, and the overall optimal performance, we have effectively
macro environment on the domestic front, restructured our business model to that of an

We are creating an ecosystem unlike any other.
Today, our ecosystem provides a mechanism
for entities to leverage technology, improve
operational efficiency through shared services,
optimize service delivery through lower customer
acquisition costs, and increase earnings through
a developed cross-selling, up-selling, and loyalty

framework.

Consolidation • Stability • Focus 23

MAJOR investment holding firm, with oversight on Total assets
CONTRIBUTORS portfolio companies through the governance grew by
function. 26% from
TO OUR
OUTSTANDING We are creating an ecosystem unlike any N81.7 billion
PERFORMANCE other. Today, our ecosystem provides in 2020 to
a mechanism for entities to leverage
INVESTMENT technology, improve operational efficiency N102.8
INCOME through shared services, optimize service
delivery through lower customer acquisition in 2021 whilst
FROM OUR costs, and increase earnings through a shareholders’
EUROBOND developed cross-selling, up-selling, and funds grew
PORTFOLIO loyalty framework. These, along with by
other benefits, represent the competitive 64% from
INTEREST advantage that our portfolio companies
INCOME have today, and what future partners and N8.9 billion
portfolio companies can expect. in 2020 to
FROM LENDING
ACTIVITIES The magnitude of our expansion demands a N14.6
need to streamline our investment outlook billion
into specific pillars that allow for effective
and efficient management. These are the in 2021.
foundational elements:

FX • Banking – which seeks to harness our
VALUATION historical strength

GAINS • Capital Market – our bouquet of capital
market players and investment banking
offerings, including investment in the
exchanges

• Technology – our platform for service
delivery and aggregating ecosystem
benefit

• Real Estate and Hospitality – where
we are establishing a chain of luxury
brands, focused on value optimization,
cross border expansion and superior
returns

24 VFD Group plc 2021 Annual Report & Financials

• Infrastructure and Energy – which including capital raised from the year-end
provides a platform to leverage our rights offer and retained earnings.
balance sheet and access to long-term
cash flow Investment income from our Eurobond
portfolio, interest income from lending
• Portfolio Companies – including other activities, earnings from subsidiaries,
diverse investments with compelling brokerage income, and foreign exchange
commercial upside valuation gain were the major factors that
contributed to this performance.
Along with these, we will continue to evaluate
all of our investments in terms of their value We are pleased to propose a dividend of 10.79
to our ecosystem. Our strategic acquisition Naira per ordinary share, based on the Group’s
of stakes in the NASD Plc. and Nigerian strong performance and dividend policy.
Exchange Group (NGX), Nigeria’s two leading
exchange businesses, is one of these recent VFD GROUP VALUE
investments that scored highly against ASSESSMENT
our assessment framework. In our opinion,
technology will forever change the delivery Regardless of how impressive the financials
of financial products and instruments via are, they do not provide a complete picture of
fintech platforms, and the exchange business our Company’s unrealized, intrinsic value. I will
will remain the most viable platform to mention a few things that support this claim.
ensure mass retail delivery within appropriate The first is the enormous ability to leverage
regulatory frameworks. the Company’s and investee companies’
balance sheets for onward investments that
OUR 2021 FINANCIAL complement our existing ecosystem.
SCORECARD
Second, with our diverse portfolio of
2021 was another year in which the Group’s investments and products and services, we
strategic direction was validated, as we met all are well positioned to maximize synergy for
of our strategic milestones and outperformed improved delivery and efficiency through
on all key financial indicators. technology adoption and application. The
Group and its affiliated companies will
The Group generated gross earnings of N9.9 benefit from significant cost savings in
billion in 2021, a 47% increase from N6.6 billion delivery, increased customer loyalty as a
in 2020, and operating income increased by result of compelling cross-selling benefits,
2% from previous levels to N5.6 billion in 2021. and improved adoption mechanisms for our
This increase in earnings resulted in a profit early-stage businesses. This is reflected in the
before tax of N3.9 billion. deals and opportunities presented to us by
owners and promoters who will gladly offer
Total assets increased by 26% from N81.7 discounted investment pricing in exchange
billion in 2020 to N103 billion in 2021, while for these ecosystem-based benefits.
shareholders’ funds increased by 66% from
N8.9 billion in 2020 to N14.96 billion in 2021, Finally, several of our compelling investments

Consolidation • Stability • Focus 25

35% have yet to be listed on exchanges, creating a gap in marketability,
and establishing true value. While this is to be expected as part of
ACQUISITION OF these companies’ developmental growth trend, it clearly demonstrates
STAKE IN ABBEY intrinsic value that is not reflected in the Group’s annual report.
MORTGAGE BANK
As previously stated, the full impact of the value created has not been
51.1% reflected due to a lag period. We are, however, pleased with our progress
thus far and, as such, urge you, our valued shareholders, to increase
TOTAL ASSET your support and investment in the business, as we are committed to
GROWTH TO CLOSE building a brand that will provide a compelling return in the medium to
long term.
AT N18.5BN.
ASSESSMENT OF 2021 STRATEGIC ACTIVITIES

We made significant progress toward our strategic goals during what
was dubbed a “recovery year.” We are pleased to report on our strategic
activities for the year, which range from capital raising to capacity
optimization, improved operational efficiency, and global expansion.

The following are the most significant of these accomplishments:

1. VFD Capital Raise: The Group successfully raised additional capital
through a Rights Issue to support ongoing expansion plans. We
raised N4.13 billion. This, together with retained earnings, brings
the shareholders’ funds to N14.96 billion, up from N8.9 billion. As
a result, this represents an increase of 80% over the previous year.
Our shareholder base grew from 111 to 139, broadening our investor
base even further.

2. Piggyvest Investment: In March 2021, we signed an investment
agreement with Piggyvest Limited to acquire approximately 12%
of the company. With over 2 million users, Piggyvest is Nigeria’s
leading savings technology platform. ABEG, the company’s social
payment platform with over 1 million users, has also been spun
off. We are excited about the company’s trajectory and how it is
establishing itself in the Fintech space.

3. Global Remittance Business: In line with our 2021 strategic focus,
we acquired a 50% stake in Cashpot, a UK-based remittance
company. This strategic investment provides us with a global
remittance structure, allowing us to broaden our service offerings
within our financial service value chain and attract potential new
customers from various jurisdictions.

26 VFD Group plc 2021 Annual Report & Financials

4. Roll-Out of Special Investments: optimal returns. The company is
Last year, I expressed our desire to currently looking into acquiring
establish special investment entities some power assets this year.
with five distinct focus areas. We have
successfully established four of these • Venture Platforms is one of
companies, which are in various stages Nigeria’s leading venture capital
of implementation. firms, investing in pre-seed to
Series A and funding across
• Herel Limited is our real estate multiple African sectors. We
signed an agreement to join as a
and hospitality investment limited partner in their 4th fund
vehicle, with a focus on in H2 2021. This is a $2 million
delivering value in the luxury commitment that can be called
and mid-tier service segments upon over a 5-year period. We
in Nigeria and beyond. Herel was believe that this collaboration will
founded in 2021, with a further allow us to leverage the Venture
capital raise of N20 billion. It Platforms team’s expertise and
has also made investments in experience in the tech start-
O’Spaces, a leading indigenous up field, as well as provide an
real estate development firm, opportunity for significant Alpha.
and HSE Gourmet. The company
will acquire assets outside of the Our strategy for investing in
Nigerian market to expand in the publicly-traded entities will be
hospitality sector. Aside from on a case-by-case basis, and
aligning with our cross-border our investments in the NASD
strategy, this allows us to hedge Plc. and the Nigerian Exchange
our revenue stream with foreign Group (NGX) this year are a clear
currency receivables. indication of this.

• ARTSPLIT our arts and

collectibles investment, is a

real-time trading technology OUR PEOPLE

company that allows you to We have been able to reinforce our culture
as a people-centric organization over the last
buy or own shares (also known two years. Despite a decrease in COVID-19
infection rates due to the availability of
as splits) of prestigious African vaccines in early 2021, we maintained all safety
protocols. Particularly notable is the flexible
artworks. It was founded in work structure, which allows employees to
work from home.
Nigeria last year, with plans for

strategic geographical expansion

into Ghana, South Africa, and the

United Kingdom.

• Asfalizo Acquisition is an We also revamped our training and employee
Energy & Power acquisition
firm with the specific mandate welfare programs to boost employee
of acquiring and optimizing
existing but strategic assets for productivity and promote employee

ownership through a staff share scheme.

Consolidation • Stability • Focus 27

To build a motivated workforce focused on COMMUNITY INVOLVEMENT &
executing and delivering on our strategic SUPPORT
priorities, we intend to make our organization
more agile and to embed our entrepreneurship Given the Pandemic’s continued prevalence
culture. throughout the year, as well as the mutation
seen in the second half of the year, we
We will continue to embody the apprentice focused our community efforts on providing
system to develop an entrepreneurial mindset, relief materials to communities where our
guided by this guiding philosophy. The VFD businesses operate. We also contributed to
Apprentice/Entrepreneurial Growth Path Olowogbowo Methodist Secondary School
(VAEGP) is what we call it, and its highlights and the Nigerian Immigration Services.
are as follows:
Furthermore, the Group sponsored events
1. We seek out young, ambitious such as the Capital Market Correspondents
individuals. Association of Nigeria’s Annual Workshop, the
Awo and Aremu Stage Play Private Hosting,
2. We train and mentor them in the These Resent Times Art Exhibition, the
order to help them develop their Nigerian-British Chamber of Commerce
technical and leadership skills. 17th Presidential Inauguration Dinner, and
the Endeavor Catalyzing Conversation 3rd
3. We provide them with accelerated Entrepreneurship Summit.
opportunities in leadership positions
within the Group to assess their We will continue to support the community
readiness for leadership. and the environment.

4. We give them the opportunity to lead STRENGTHENING THE BOARD –
any of our investee companies by CORPORATE GOVERNANCE
providing them with performance-
based stock options that can grant There were some changes to the company’s
them a significant stake in the Board of Directors during the year. Mr. Victor
companies . Fagbamila and Dr. Samuel Onyishi resigned
and retired from the board, respectively.
Today, employees who have gone through I would like to thank them on behalf of the
various stages of this process lead five of Board of Directors for their selfless service
our portfolio companies, and their success and contribution to the company’s growth.
validates our employee value proposition. As a result, Mr. Kelvin Orogun and Mr. Femi
At VFD Group, we believe that a productive Akinware were appointed as non-executive
alignment of the Group’s and its employees’ directors to the Board.
interests is critical to the firm’s success. We
also believe that exceptional leaders are Kelvin is the founder and CEO of Cashpot
critical to our business model’s success. As a Limited, as well as a well-known entrepreneur
result, when we find them, we keep them at who serves on the boards of several other
all costs. businesses. He has extensive leadership

28 VFD Group plc 2021 Annual Report & Financials

experience and knowledge in remittance, LOOKING AHEAD
finance, strategy, and electronic banking.
A new fiscal year has begun, providing us with
Femi has over 24 years of successful yet another opportunity to demonstrate our
leadership experience in telecommunications dedication to performance and value creation.
and IT consulting. He has extensive experience While our focus in 2022 will be on accelerating
in mergers and acquisitions and is a serial our cross-border expansion plan, we will also
investor who has supported numerous start- build on our existing business success to drive
up companies. growth and profitability.

In addition, Mr. Folajimi Adeleye and Mr. • Business consolidation: To make
John Okonkwo were appointed as Executive the best use of the Group’s
Directors in charge of Finance and Operations, resources, we are reviewing the
respectively. structure of some of our businesses
to identify those with similar lines
Folajimi has over 14 years of audit and advisory, of business for possible mergers.
financial reporting, and financial management This will strengthen the new entity’s
experience. He has been a member of position and performance. We
the Group’s leadership since 2018, and his have received board approval for
appointment reinforces our culture of laying the merger of Dynasty Real Estate
the groundwork for exceptional leadership. and Herel, as well as VFD Bridge
and Atiat Leasing. These mergers
Prior to joining the Group, John had 18 years will be completed by the end of the
of multi-disciplinary experience, including first quarter of 2022.
roles in business assurance, compliance,
internal audit, risk, and a leadership role as a • Consolidation of Exchange
chief financial officer. business investment: In February
2022, we became the largest
As part of our process of aligning shareholder equity stakeholder in the Nigerian
interest in the Group with Board representation, Exchange Group (NGX Group) after
the Board approved a Director’s Appointment acquiring up to 5% of NGX Group’s
Policy to ensure that shareholders with a issued share capital. We believe we
minimum of a 10% stake in the Company can play a critical role in providing
have the right to Board representation. This strategic guidance, having already
is necessary for improved governance and acquired over 6% of the NASD Plc.
stable board leadership. It also aims to reward We will provide strategic support
investors who have made large bets on the for the future development of both
Company. exchanges, transforming them
into the preferred touchpoints
One of our ongoing priorities is to ensure that for traditional and alternative
we have a strong Board, and I am confident capital formation in Africa.
that we now have one that can hold the
company accountable and critically inform Consolidation • Stability • Focus 29
decision making.

• Develop a competent workforce CLOSING ADDRESS
with leadership capabilities: In
January 2022, we launched a series We are confident that, given the dedication of
of initiatives aimed at positioning our employees and the depth of leadership on
our workforce as industry leaders the Board, we will deliver value to our valued
with the capabilities to attest to the shareholders and continue our journey from
Group’s goodwill. This is significant “Good to Great” in FY2022.
to us because we recognize that
our workforce is one of our most We appreciate your unwavering support in
valuable investments. 2021 and look forward to continuing it in 2022.

• Commercial banking license Our future is full of bold and audacious plans;
acquisition: We withdrew our however, we have a history full of similarly
application for a commercial bold and audacious accomplishments, and it
banking license last year. However, is with this assurance that I implore us all to
we remain committed to this look forward to the year ahead.
strategic goal and will resubmit our
application this year, requesting that Thank you.
Abbey Mortgage Bank’s license be
converted to a commercial banking Nonso Okpala
license. We hope to complete this in Group Managing Director/CEO, VFD Group
a timely manner, but we are aware
that it may take longer than a year.

30 VFD Group plc 2021 Annual Report & Financials

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VFD Group Plc focuses on building positive and
socially consious ecosystem by aggregating

potentially viable businesses to create innovative
products and solutions that are accessible to the

everyday Nigerian citizen and entrepreneur.

32 VFD Group plc 2021 Annual Report & Financials

We intend to ensure that we return maximum value to
our shareholders by constantly increasing profit and
ultimately the returns.

VFD Group Plc was founded by skilled global poverty and social inequality increase,
professionals with diverse experience, in part because of the COVID-19 pandemic.
qualifications, and backgrounds. As a team, we And in the process, we acknowledge that
identified the gap in the Nigerian investment companies like VFD play a role in meeting
environment between the established players these challenges and bringing about
and the new players. We discovered that transformational change. We will build on our
despite the size of the established players, particular strengths, such as the innovation of
the new players is greater and that there are our business units, the outstanding knowledge
immense opportunities for value creation of our employees, as well as various contact
within this emerging investment. Considering points through our subsidiary’s products and
that, we developed a business model that technologies with customers and consumers.
allows us to operate in major sectors of the We see our Company as an important player
economy through our portfolio, providing and partner in society, and we intend to work
Investment Management, Financial Advisory, with others to create fundamental change.
Asset Management, Currency, Real Estate,
Debt Services, Private Funds Management GOVERNANCE
Services and Lending.
VFD is committed to high corporate
VFD’s sustainability journey is still in its governance standards and has a governance
preliminary stages, there are plans in place to framework that best suits the company’s overall
boost sustainability initiatives to ensure that a strategic goals and aspirations. The Board
strong and viable business is built. provides oversight of the risk management
systems that are employed throughout
TRANSFORMATION the Company. Directors regularly consider
TOWARDS SUSTAINABLE critical risk topics as part of their deliberative
DEVELOPMENT decision-making processes. Annually, through
the Enterprise Risk Management process,
At VFD, we see sustainability as a constant they review financial, operational, market,
endeavour to make progress on present topics political and other risks inherent in our
and keep learning about new issues, based on business. Our Board of Directors is made up
scientific knowledge. Global climate change of individuals who bring diverse experiences
is one of the greatest challenges humanity is and qualities, such as leadership, strategic
facing today, requiring urgent and ambitious insights and the ability to provide oversight
action. It is also critical to protect and of risk management. The Board undergoes
regenerate life-support systems like forests, an annual board evaluation exercise to ensure
water and biodiversity, for present and future that its activities are run in line with global best
generations. At the same time, we are seeing practices and local regulations and guidelines

Consolidation • Stability • Focus 33

on governance. The recommendations arising DATA PROTECTION
from the evaluation exercise are promptly
considered and implemented as appropriate. VFD has an obligation to protect the personal
The executive management team has set data of its employees and customers. Data
out roles and responsibilities that reflect the breaches, which are increasingly frequent
business aspirations and the current economic occurrences, have a significant impact on
terrain both corporate reputation and consumer
confidence. We also ensure customer privacy
ECONOMIC by aligning with best international practices.
We continue to create awareness for all our
Economic growth and development are at staff, customers and vendors to prevent fraud.
the core of our operations. This is key for us
at both the organizational and stakeholder DIVERSITY AND INCLUSION
level. Whilst we intend to ensure that we
return maximum value to our shareholders VFD aims to create sustainable value with its
by constantly increasing profit and ultimately business activities, this purpose unites all of
the returns to our shareholders, we are also our employees. To continue to be successful,
aware of our responsibility to our clients we want to acquire, develop and retain the
for economic growth. This is evident in our best talents for VFD. We offer an inspiring
dedication to financial inclusion and literacy, and challenging working environment with
AML/CFT risk management, data privacy, flexible, digital work and a value-oriented
amongst other key themes. leadership style. Our corporate culture is
based on continuous open feedback and
appreciation for outstanding performance

34 VFD Group plc 2021 Annual Report & Financials

both through attractive compensation and ENVIRONMENT-FRIENDLY
through individual and long-term development PRACTICES
opportunities. We strengthen our global team
by valuing diversity and cultural backgrounds, We are gradually transitioning to paperless
interacting openly and constructively with operations as many of our internal processes
each other, and looking after the health and have been automated which has significantly
safety of our people. helped reduce our paper usage.

LABOUR PRACTICES By the increase in the use of teleconferencing
tools such as Microsoft Teams and Zoom
We continue to train and provide competitive applications instead of commuting to meet
welfare packages to all our employees. This with clients, shareholders and colleagues, we
is based on our awareness of the importance have contributed to the reduction of carbon
of our workforce in achieving our strategic emission within the environment.
business objective.

WORK PLACE

In line with the Company’s drive for capacity
building, we ensured that employees are
trained on various subject matter to help
improve skill and knowledge, increase
productivity and performance, uniformity of
work processes, and reduce wastage.

Consolidation • Stability • Focus 35

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36 VFD Group plc 2021 Annual Report & Financials

03

GOVERNANCE

• CORPORATE GOVERNANCE REPORT
• DIRECTORS‘ REPORT
• STATUTORY AUDIT COMMITTEE REPORT
• STATEMENT OF DIRECTORS’ RESPONSIBILITIES
• STATEMENT ON VFD GROUP BOARD EVALUATION
• INDEPENDENT AUDITOR‘S REPORT

CORPORATE GOVERNANCE REPORT

VFD Group Plc holds good governance as one of its
fundamental pillars and confirms its commitment
to the implementation of effective corporate
governance principles in its business operations.

The Board of Directors of the Company is Codes of Corporate Governance, the Articles
cognizant of its responsibilities under the of Association and the Companies and Allied
Code of Corporate Governance issued by the Matters Act. Its oversight of the operations
Securities and Exchange Commission and the and activities of the Company are carried out
Nigerian Code of Corporate Governance in the transparently without undue influence.
administration of the Company and ensuring
that the Company consistently complies with Essentially, Corporate Governance depends
the Codes. on the quality and integrity of the Directors.
Consequently, the Company has undertaken to
To promote effective governance of VFD create the institutional framework conducive
Group, the following structures have been for defending the integrity of its Directors and
put in place for the execution of VFD Group’s is convinced that on account of this, the Board
corporate governance strategy: of the Company is functioning in a highly
effective manner. It is intended that Directors
• Board of Directors. and Management would be continuously
• Board Committees. challenged to improve in areas where the
• Executive Management Committees. need for improvement are identified.

COMMITMENT TO CORPORATE THE BOARD
GOVERNANCE
As at December 31, 2021, the Board comprised
The Company remains committed to a Chairman, Ten [10] Non-Executive Directors,
institutionalizing Corporate Governance and four [4] Executive Directors [including
principles. the Group Managing Director], all of whom
bring a wide range of skills and experience to
The Board operates in line with its the Board. The Non-Executive Directors have
responsibilities as contained in Regulatory the requisite integrity, skills, and experience
to bring independent judgment to bear on

38 VFD Group plc 2021 Annual Report & Financials

Board deliberations and discussions. The • All power belongs to the
members of the Board have competence and
experience in Accounting, Risk Management, shareholders.
Legal, Planning and Strategy, Corporate
Finance, Compliance, Logistics, Information • Delegation of authority by
Technology and Administration. The Board of
Directors act on behalf of shareholders and the owners to the Board and
is responsible for controlling and managing
the strategic business of the Company and subsequently to Board Committees
constantly reviews and presents a balanced
and comprehensive assessment of the and Executives is clearly defined
Company’s performance and prospects.
and agreed.
The Board is accountable to Shareholders and
ensures that the conduct of the Company’s • Institutionalized individual
activities is within the applicable regulatory
framework. The Board of Directors carries accountability and responsibility
out its responsibility through its standing
Committees. These are the Board Corporate through empowerment and
Governance Committee, Board Finance &
General-Purpose Committee, Board Risk relevant authority.
Management and Compliance Committee,
Board Remuneration Committee, Board Audit • Clear terms of reference and
Committee and Board Investment Committee.
Through the workings of these committees, accountability for Committees at
the Board sets broad policy guidelines and
ensures the proper management and direction Board and Executive levels.
of the Group.
• Effective communication and
In addition to the Board Committees, there
are Management Committees which ensure information sharing outside of
effective and good corporate governance at
the managerial level. meetings.

The guiding principles of the Company’s Code • Actions are taken on a fully
of Corporate Governance remain as follows:
informed basis, in good faith with

due diligence and care and in the

best interest of the Company and

Shareholders.

• Enhancing compliance with

applicable laws and regulations and

the interest of the stakeholders.

Where there is any conflict between

the Company’s rules and local laws

& legislation, such local laws and

legislation will supersede.

• Conformity with overall Company

strategy and direction.

• Transparency and full disclosure

of accurate, adequate and timely

information regarding the personal

interest of directors in any area of

potential conflict regarding the

Company’s business.

Consolidation • Stability • Focus 39

RESPONSIBILITY

The roles of the Chairman and Chief Executive Officer are separated and clearly defined. The
Chairman is primarily responsible for the working of the Board whilst the Group Managing Director/
Chief Executive Officer is responsible for the running of the business and implementation of Board
strategy and policy. The Chief Executive Officer is assisted in managing the business of the Group
on a day-to-day basis by the Executive Committee, which he chairs and comprises all Executive
Directors. The Board’s primary responsibility is to increase shareholder wealth. The Board is
accountable to shareholders and is responsible for the management of the relationships with its
various stakeholders.

The Board regularly reviews Group performance, matters of strategic concern and any other
matters it regards as material. The Board is also responsible for the Group’s structure and areas
of operation, financial reporting, ensuring there is an effective system of internal control and risk
management and appointments to the Board. The Board has the authority to delegate matters to
Directors, Board Committees, and the Executive Committee.

The Board of Directors of the Company as at December 31, 2021 comprises the under listed
individuals:

S/N NAME OF DIRECTOR POSITION

1 Mr. Olatunde Busari (SAN) Chairman
2 Mr. Nonso Okpala
3 Mrs. Ngozi Aghanya Group Managing Director
4 Mr. Mobolaji Adewumi Non-Executive Director
5 Mr. Gbenga Omolokun Non-Executive Director
6 Mr. Azubike Emodi Non-Executive Director
7 Ms. Jewel Okwechime Non-Executive Director
8 Mr. Chuks Celestine Ozigbo Non-Executive Director
9 Mr. Suleiman Lawal Non-Executive Director
10 Mr. Ayodele Onawunmi Non-Executive Director
11 Mr. Kelvin Orogun Non-Executive Director
12 Mr. Femi Akinware Non-Executive Director
13 Mr. Adeniyi Adenubi Non-Executive Director
Executive Director Governance, Government & Subsidiary
14 Mr. John Okonkwo Relations
15 Mr. Folajimi Adeleye Executive Director & Chief Operating Officer

Executive Director Finance

40 VFD Group plc 2021 Annual Report & Financials

BOARD COMMITTEES

During the financial year ended December 31, 2021, the Board delegated some of its
responsibilities to its Committees as follows: -

1. Board Finance and General-Purpose Committee

The functions of the Finance & General Purpose Committee include reviewing the Company’s
global budgets, strategy and financial objectives and monitoring the implementation of those
strategies and objectives, reviewing and approving proposals for the allocation of capital and
other resources, consideration and approval of major capital projects being proposed by
Management as well as review of extraordinary business initiatives of Management on behalf
of the Board and other ancillary duties as may be assigned by the Board from time to time.

Composition Chairman
1. Mr. Kelvin Orogun Committee Member
2. Mr. Nonso Okpala Committee Member
3. Mr. Mobolaji Adewumi Committee Member
4. Mr. Folajimi Adeleye Committee Member
5. Mr. John Okonkwo

2. Board Remuneration Committee

Its functions include, making recommendations to the Board on Board’s appointments as
well as recruitment, promotion, compensation, and remuneration policy for the Company,
overseeing Board performance and evaluation and succession planning for key positions on
the Board.

Composition Chairman
1. Ms. Jewel Okwechime Committee Member
2. Mrs. Ngozi Aghanya Committee Member
3. Mr. Chuks Celestine Ozigbo Committee Member
4. Mr. Azubike Emodi Committee Member
5. Mr. Femi Akinware Committee Member
6. Mr. Suleiman Lawal

Consolidation • Stability • Focus 41

3. Board Corporate Governance Committee

Its functions include, reviewing and making recommendations for improvement to the
company’s Corporate Governance framework while ensuring adequate Corporate Governance
disclosures are made in the Annual Report and to relevant regulatory authorities.

Composition Chairman
1. Mr. Azubike Emodi Committee Member
2. Mrs. Ngozi Aghanya Committee Member
3. Mr. Ayodele Onawunmi Committee Member
4. Mr. Suleiman Lawal Committee Member
5. Ms. Jewel Okwechime Committee Member
6. Mr. Kelvin Orogun

4. Board Risk and Compliance Committee

Its function includes overseeing Enterprise Risk Management’s vison, goals and objectives in
line with best practice, monitoring the Company’s risk profile against set targets [risk appetite],
approving and periodically reviewing the Company’s risk appetite and portfolio strategy,
ensuring that appropriate risk management policies, processes and methodologies are in
place for managing the various risks to which the Company may be exposed, establishing
a Management structure that is capable of implementing the Company’s Risk Management
framework and ensuring that qualified and competent person[s] at senior levels are employed
to manage the various risk areas.

Composition Chairman
1. Mr. Gbenga Omolokun Committee Member
2. Mr. Azubike Emodi Committee Member
3. Mr. Adeniyi Adenubi Committee Member
4. Mr. John Okonkwo Committee Member
5. Mr. Folajimi Adeleye

42 VFD Group plc 2021 Annual Report & Financials

5. Board Investment Committee

Under the delegated powers of the Board of Directors, the Board Investment Committee is
responsible for the review and approval of all investment recommendations that are above
the approving threshold of Executive Committee.

Composition Chairman
1. Mr. Ayodele Onawunmi Committee Member
2. Mr. Nonso Okpala Committee Member
3. Mr. Adeniyi Adenubi Committee Member
4. Mr. Mobolaji Adewumi Committee Member
5. Mr. Femi Akinware Committee Member
6. Mr. John Okonkwo

6. Board Audit Committee

The Board Audit Committee is responsible for oversight of audit functions, ascertaining
whether the accounting and reporting policies of the Company are in accordance with
legal requirements and agreed ethical practices, reviewing the scope and planning of audit
engagements, keeping under review the effectiveness of the Company’s system of accounting
and internal control and authorizing the Internal Auditor to carry out investigations into any
activities of the Company which may be of interest or concern to the Committee.

Composition Chairman
1. Mr. Mobolaji Adewumi Committee Member
2. Mr. Gbenga Omolokun Committee Member
3. Mr. Chuks Ozigbo Committee Member
4. Mr. Suleiman Lawal Committee Member
5. Mr. Femi Akinware

Consolidation • Stability • Focus 43

DELEGATION TO MANAGEMENT to retire every year shall be those who have
been longest in office since their last election.
The Board has delegated the responsibility In accordance with this provision, Mr. Nonso
for day-to-day operations of the Company to Okpala, Mr. Adeniyi Adenubi, Mr. Gbenga
Management and ensures that Management Omolokun, Mr. Suleiman Lawal and Mr.
strikes a balance between promoting Olatunde Busari [SAN]. retire by rotation and
long-term growth and delivering short- being eligible offer themselves for re-election.
term objectives. In fulfilling its primary
responsibility, the Board is aware of the The Board confirms its conviction that the
importance of achieving a balance between Directors standing for election and re-election
adherence to governance principles and are competent, qualified, experienced, and
economic performance. possess integrity in line with Appointment of
Directors Policy and requirements of being fit
DIRECTORS’ INDEPENDENCE as a Director on the Board of VFD Group Plc.
The Board recommends that they should be
Directors are expected to contribute views elected to maintain the required balance of
and judgment at Board deliberations that skill, knowledge, and experience on the Board.
are independent of Management and free The biographical details of the directors
of any business or other relationship or standing for election and re-election are set in
circumstance that could materially interfere the Annual Report.
with the exercise of objective, unfettered or
independent judgment, having regard to the DIRECTOR’S REMUNERATION
best interests of the Company.
VFD Group Plc ensures that remuneration paid
RETIREMENT AND RE-ELECTION to its Directors complies with the provisions
OF DIRECTORS of the Code of Corporate Governance issued
by its regulators. Therefore, in compliance
In accordance with the provision of Section with Section 34 [5] [f] of the SEC Code of
285[1] of the Companies and Allied Matters Corporate Governance for Public Companies,
Act, 2020, one third of the Directors of the the Company makes disclosures of the
Company shall retire from office. The Directors remuneration paid to its Directors.

Package Type Description Period
Basic Salary Fixed
This is part of the gross salary package for Paid monthly
Directors Fees Fixed Executive Directors only during the financial year

Sitting Allowance Fixed This is paid only to Non-Executive Directors Paid in the last month of
each year
This is paid only to Non-Executive
Directors Paid after each meeting

44 VFD Group plc 2021 Annual Report & Financials

PROFESSIONAL INDEPENDENT ADVICE

All Directors are aware that they may take independent professional advice at the expense of
the Group, in furtherance of their duties. They all have access to the advice and services of the
Company Secretary, who is responsible to the Board for ensuring that all governance matters are
complied with and assists with professional development as required.

TRAINING AND INDUCTION

The Board ensures the regular training and education of Board members to improve their decision-
making capacity, thereby contributing to the overall effectiveness of the Board. New Directors
are given a personalized induction program which includes one-on-one meetings with Executive
Directors and Senior Executives. Such sessions focus on the challenges, opportunities and risks
facing the business areas. The induction program covers an overview of all the units as well as
Board processes and policies. The Board is committed to regular training and development of
Board members on issues pertaining to their oversight functions as it is the opinion of the Board
that a robust professional development will enhance Directors’ performance.

BOARD EVALUATION

To ensure effectiveness of the Board and the Directors and imbibing the best corporate governance
practices, the Board engaged the services of an Independent Consultant, IoD Centre for Corporate
Governance, to carry out the annual Board and Directors appraisal for the 2021 financial year. The
Board believes that the use of an independent consultant not only encourages Directors to be
more honest in their evaluation of the Board performance, but also enhances the objectivity and
transparency of the evaluation process. The performance of the Board, Board Committees and
individual directors were adjudged satisfactory and necessary feedback arising from the execise,
was communicated to Directors.

ACCOUNTABILITY AND AUDIT

FINANCIAL REPORTING

The Board has presented a balanced assessment of the Group’s position and prospects. The Board
is mindful of its responsibilities and is satisfied that in the preparation of its Financial Report, it
has met its obligation under the Group’s Code of Corporate Governance. The Directors make
themselves accountable to the shareholders through regular publication of the Group’s financial
performance and annual reports. The Board has ensured that the Group’s reporting procedure is

Consolidation • Stability • Focus 45

conveyed on the most recent infrastructure to SHAREHOLDER RIGHTS
ensure accuracy. This procedure involves the
monitoring of performance throughout the The Board has always placed considerable
financial year, in addition to monthly reporting importance on effective communication with
of key performance indicators. Messrs. its shareholders, it recognizes the importance
Deloitte & Touché acted as external auditors of ensuring the flow of complete, adequate and
to the Group during the 2021 financial year. timely information to existing and potential
shareholders and regulators to enable them
Reporting and disclosure requirements are make informed decisions about the Group.
in accordance with International Financial The Board is committed to maintaining
Reporting Standards [IFRS]. The Company high standards of corporate disclosure. It
ensures prudent financial reporting and ensures that the rights of shareholders are
maximum disclosure in the Annual Reports & always protected. Notice of meetings and all
Accounts. other statutory notices and information are
communicated to the shareholders regularly.
INTERNAL CONTROL The Group always ensures the protection of
statutory and general rights of shareholders,
The Group has consistently improved its particularly their right to vote at general
internal control system to ensure effective meetings. All shareholders are treated equally
management of risks. The Directors review regardless of their equity interest or social
the effectiveness of the system of internal status.
control through regular reports and reviews
at the Board Risk & Compliance Committee. The General Meeting of Shareholders is the
highest decision-making body of the Group
CONTROL ENVIRONMENT and meetings are conducted in a fair and
transparent manner that gives shareholders
The Board has continued to place emphasis the opportunity to express their opinion.
on risk management as an essential tool for
achieving the Group’s objectives. Towards The Group continues to engage shareholders
this end, it has ensured that the Group has in through its investor relations unit, which
place robust risk management policies and routinely attend to shareholders’ enquiries
mechanisms to ensure identification of risk and ensures that shareholders’ views are
and effective control. The Board approves the appropriately escalated to the Management
annual budget for the Group and ensures that and Board on a continuous basis. This
a robust budgetary process is operated with engagement occurs through various means
adequate authorization levels put in place to but not limited to electronic mail, WhatsApp,
regulate capital expenditure. and social media. In addition, shareholders are
encouraged to communicate their opinions
and recommendations whenever they see the
need to do so, through the Group’s Company
Secretariat.

46 VFD Group plc 2021 Annual Report & Financials

ACCESS TO INFORMATION AND RESOURCES

Management ensures the free flow of complete, adequate, and timely information to the Director’s
to enable them to make informed decisions in the discharge of their responsibilities. Directors
have unrestricted access to Management and company information in addition to the necessary
resources to carry out their responsibilities.

WHISTLE BLOWING POLICY

The Company has a Whistle Blowing Policy in place. This was extensively reviewed by the Board
and it covers among other things, the procedures for the receipt, retention and treatment of
information received from whistle blowers and the custodian of the dedicated line. The Company’s
whistle blowing policy ensures that whistle blowing would assist in uncovering significant risks in
line with best practices. Under the policy, a whistle blower who in good faith, reports suspected
violations or attempted violation of the Policy or who reports a request or offer of a corrupt
payment is protected.

ACQUISITION OF OWN SHARES

The Company did not purchase any of its own shares during the year.
BY ORDER OF THE BOARD

GBEMINIYI SHODA
FRC/2015/NBA/0000011768
Group Company Secretary
163/165 Broad Street,
Lagos.
Dated April 19, 2022

Consolidation • Stability • Focus 47

48 VFD Group plc 2021 Annual Report & Financials

DIRECTORS’ REPORT

In accordance with Section 385 of the Companies
and Allied Matters Act, 2020 [“CAMA”], the Directors
are pleased to present their report on the affairs of
the Company together with the audited financial
statements and auditor’s report for the year ended
December 31, 2021.

LEGAL FORM AND PRINCIPAL ACTIVITIES

VFD Group Plc was originally incorporated broaden its shareholder base and further
as ViadazFD Limited in July 2009. The enhanced its ability to raise required capital
Company subsequently changed its for growth and expansion.
name to VFD Group Limited in February
2016. VFD Group Limited was converted VFD Group Plc carries on the business of
to a public company and the name was a proprietary investment company either
changed to VFD Group Plc following a in its name or the name of any nominee
special resolution passed by the Members in accordance with its Memorandum and
in General Meeting on January 28, 2019 to Articles of Association.

RESULTS FOR THE YEAR

The following is the summary of the performance of the Company during the year under review
as compared with the previous year:

Group 2020 Company 2020
2021 =N=' 000 2021

=N=' 000 =N=' 000 =N=' 000

Profit Before Taxation 3,941,120 4,075,653 3,416,688 2,987,167
Taxation [936,880] [726,360] [330,328] [387,462]
Profit After Taxation 3,004,240 3,349,293 3,086,360 2,599,705

Consolidation • Stability • Focus 49

DIVIDEND

The Directors recommend to the Shareholders, the payment of a dividend of N10.79 per share
[December 31, 2021: N8.51K] payable to Shareholders on the Company’s Register of Members as
at May 13, 2022. The dividend is subject to the deduction of appropriate withholding tax.

DIRECTORS

S/N NAME OF DIRECTOR POSITION
1 Mr. Olatunde Busari (SAN) Chairman
2 Mr. Nonso Okpala Group Managing Director
3 Mrs. Ngozi Aghanya Non-Executive Director
4 Mr. Mobolaji Adewumi Non-Executive Director
5 Mr. Gbenga Omolokun Non-Executive Director
6 Mr. Azubike Emodi Non-Executive Director
7 Ms. Jewel Okwechime Non-Executive Director
8 Mr. Chuks Celestine Ozigbo Non-Executive Director
9 Mr. Suleiman Lawal Non-Executive Director
10 Mr. Ayodele Onawunmi Non-Executive Director
11 Mr. Kelvin Orogun Non-Executive Director
12 Mr. Femi Akinware Non-Executive Director
13 Mr. Adeniyi Adenubi Executive Director Governance, Government
& Subsidiary Relations
14 Mr. John Okonkwo Executive Director & Chief Operating Officer

15 Mr. Folajimi Adeleye Executive Director Finance

RECORD OF DIRECTORS’ ATTENDANCE AT MEETINGS

Pursuant to Section 284[2] of the Companies and Allied Matters Act, 2020, the records of Directors
attendance at Board meetings during the year under review will be available for inspection at
the Annual General Meeting. Provided below are the details of the Board meetings held in 2021
showing frequency of the meetings and attendance of Directors.

50 VFD Group plc 2021 Annual Report & Financials