STRONGER
TOGETHER
POSITIONED
FOR MORE
ANNUAL REPORT AND
FINANCIAL STATEMENTS
CAP PLC | Annual Report and Financial Statements 2021
CONTENTS BUSINESS OVERVIEW 02
Vision, Mission And Shared Values 03
Results At A Glance 04
Notice Of Annual General Meeting 09
Corporate Profile 11
Retail Outlets 18
Our Product Offerings 21
Chairperson's Statement 25
CEO's Statement
28
LEADERSHIP & GOVERNANCE 29
Directors, Officers And Professional Advisers 34
Leadership Profile 35
Financial Highlights 42
Report Of The Directors 54
Corporate Governance Report 59
Sustainability Report 66
Corporate Social Responsibility Report 67
Report Of The Statutory Audit Committee 68
Statement Of Directors' Responsibilities
Statement of Corporate Responsibility 69
73
INDEPENDENT AUDITOR’S REPORT AND FINANCIAL STATEMENTS 74
Independent Auditor’s Report 75
Statement Of Profit Or Loss And Other Comprehensive Income 76
Statement Of Financial Position 77
Statement Of Changes In Equity
Statement Of Cash Flows 119
Notes To The Financial Statements 120
OTHER NATIONAL DISCLOSURES 121
Value Added Statement 123
Company Five-year Financial Summary 125
128
SHAREHOLDERS’ INFORMATION 131
Shareholders' Information 132
Proxy Form 133
Annexure To Notice Of Annual General Meeting 134
Explanatory Memorandum For Shareholders Of CAP Plc 135
Election Form In Respect Of Scrip Dividend
Share Portal Application Form
E-service/data Update Form
E-dividend Mandate Activation Form
Full Dematerialization Form For Migration
1
CAP PLC | Annual Report and Financial Statements 2021
VISION
Creating a new Africa inspired by colours
MISSION
Provide individuals and organizations with products and services
to create colourful and exciting spaces
VALUES
Integrity Courage Excellence
We must be honourable, honest, We need to be fearless in the We need to go above and
open and fair in all our dealings face of challenges and willing beyond to deliver on our
to stretch objectives, striving for
perfection in all we do
Leadership Innovation Customer-Centric
We must take control in our We need to raise the standard Placing our customers in the
own areas and leading change, each day with bold solutions heart of all we do, giving them
working together and not that will impact our business value that is unmatched
afraid to make decision and environment positively anywhere else
take the lead
2
CAP PLC | Annual Report and Financial Statements 2021
RESULTS AT A GLANCE
REVENUE PROFIT BEFORE PROFIT FOR
TAXATION THE YEAR
(N‘000)
(N‘000) (N‘000)
14,207,818 1,805,738 1,223,124 1,122,583
8 ,876,191
1,727,498
2020 2021 2020 2021 2020 2021
TOTAL ASSETS OPERATING EARNINGS
PROFIT PER SHARE
(N‘000)
(N‘000) (KOBO)
12,115,919 1,557,260 1,554,632 175
8,526,076 151
2020 2021 2020 2021 2020 2021
* Chart not to scale
3
CAP PLC | Annual Report and Financial Statements 2021
NOTICE OF ANNUAL
GENERAL MEETING
Ayomipo Wey
Company Secretary
4
CAP PLC | Annual Report and Financial Statements 2021
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Chemical and Allied Products PLC (the “Company”)
will be held at Radisson Blu Hotel, 38/40, Isaac John Street, Ikeja, Lagos on Thursday June 16, 2022 at 10.00am in order
to transact the following businesses:
ORDINARY BUSINESS
1. To lay before members the Audited Financial Statements for the year ended December 31, 2021 and the Report of
the Directors, Auditors and Audit Committee thereon.
2. To declare a dividend.
3. To re-elect Mrs. Muhibat Abbas, who is retiring by rotation.
4. To authorize the Directors to fix the remuneration of the External Auditors for the 2022 Financial Year.
5. To elect members of the Statutory Audit Committee.
6. To disclose the Remuneration of Managers of the Company.
SPECIAL BUSINESS
7. To fix the remuneration of Directors.
8. To approve the appointments of the following Directors:
(a) Dr. Vitus Ezinwa
(b) Mr. Folasope Aiyesimoju
(c) Mrs. Bolarin Okunowo
(d) Mrs. Ifeoma Chuks-Adizue
(e) Mr. Yomi Adenson
9. To consider and if thought fit, pass the following resolution as an ordinary resolution of the Company:
“That a general mandate be and is hereby given, authorizing the Company through the Directors to enter into
recurrent transactions with related parties or companies until reviewed by the Company at an Annual General
Meeting.”
10. To consider and if thought fit, pass the following Resolution as an ordinary resolution of the Company:
10.1 “That the following proposals by the Directors in connection with the dividend to be declared by the Company in
respect of the year ended 31 December 2021 be and are hereby approved:
(a) That Shareholders entitled to receive cash dividends in respect of the financial year ended 31 December 2021 be
offered a right of election to receive ordinary shares in the Company (“New Ordinary Shares”) instead of cash
dividends, and that such New Ordinary Shares be credited as fully paid, and when issued, shall rank pari passu in all
respects with the Company's existing ordinary shares;
(b) That the election to receive ordinary shares instead of cash dividends shall have been exercised by shareholders on
or before June 7, 2022;
(c) That the New Ordinary Shares to be received by Shareholders shall be determined by their cash dividend
entitlements divided by a Reference Share Price, which Reference Share Price shall be the ten-day average (starting
on June 2, 2022) of the Company's closing share price on the floor of Nigerian Exchange Limited;
(d) That the Directors be, and are hereby, authorised to allot to shareholders who elect to receive ordinary shares in the
Company in lieu of cash dividends, such number of New Ordinary Shares as shall be determined by the Directors in
the manner aforesaid.
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CAP PLC | Annual Report and Financial Statements 2021
NOTICE OF ANNUAL GENERAL MEETING
10.2 “That upon completion of the process for the payment of dividend (including without limitation, the allotment of
the New Ordinary Shares to shareholders who elect to receive same); and in compliance with Section 124 of the
Companies and Allied Matters Act No. 3 of 2020 (as amended) and the Companies Regulations 2021, the
shareholders hereby approve the cancellation of all of the unissued shares of the Company and authorise the
Directors to take all such lawful steps as may be required by statute and/or regulations for implementing the
cancellation of the Company's unissued shares.”
10.3 “That the Directors be and are hereby authorised to take all such lawful steps, pass all requisite resolutions, and do
all such other lawful acts and/or things as may be necessary for and/or incidental to giving effect to resolutions 10.1
and 10.2 above; and all prior lawful steps taken by the Directors in the above regard be and are hereby ratified.”
11. “To consider and if thought fit, approve as special resolutions of the Company:
(a) “That subsequent to the cancellation of all of the unissued shares in the share capital of the Company in accordance
with resolution 10.2 above, Clause 6 of the Memorandum of Association and Article 3 of the Articles of Association
of the Company be amended as necessary to reference only the issued shares in the share capital of the Company.”
(b) “That the Memorandum and Articles of Association of the Company be and are hereby further amended as
contained in Annexure attached to this Notice and contained at https://www.capplc.com/wp-
content/uploads/2022/05/ANNEXURE-TO-NOTICE-of-AGMvF.pdf
Dated this 12th day of May 2022
BY ORDER OF THE BOARD
Ayomipo Wey
Company Secretary
FRC/2013/NBA/00000003124
NOTES
1. COMPLIANCE WITH COVD-19 RELATED DIRECTIVES AND GUIDELINES
In order to curb the spread of Covid-19, the convening and conduct of this Annual General Meeting shall be by proxy in
line with the Corporate Affairs Commission Guidelines on holding of Annual General Meetings by proxy.
2. PROXY
Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint a proxy to attend
and vote in his/her stead. A proxy need not be a member of the Company. A proxy form must be completed and
deposited at the office of the Company's Registrar, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos or
sent via email to [email protected] not later than 48 hours before the time fixed for the meeting.
3. ATTENDANCE BY PROXY
In line with the CAC Guidelines, attendance at the AGM shall be by proxy only. Shareholders are required to appoint a
proxy of their choice from the list of nominated proxies below:
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CAP PLC | Annual Report and Financial Statements 2021
NOTICE OF ANNUAL GENERAL MEETING
(i) Mrs. Awuneba Ajumogobia
(ii) Mrs. Bolarin Okunowo
(iii) Prince Bassey Manfred
(iv) Comrade Lawrence Oguntoye
(v) Mrs. Temilade Durojaiye
(vi) Pastor Samson Olagoke
(vii) Mr. Tunji Bamidele
4. STAMPING OF PROXY
The Company has made arrangements, at its cost, for the stamping of duly completed and signed proxy forms
submitted to the Company's Registrars within the stipulated timeline.
5. LIVE STREAMING OF THE AGM
The AGM will be streamed live. This will enable shareholders and other stakeholders who will not be attending
physically to follow the proceedings. The link for the AGM live stream would be made available on the Company's
website at www.capplc.com
6. CLOSURE OF REGISTER
The Register of Members and Transfer Books will be closed from June 2, 2022 to June 8, 2022 (both days inclusive) for
the purpose of updating the Register of Members and payment of Dividend.
7. DIVIDEND
Directors have recommended to members, the payment of a dividend of 125 kobo per share. A resolution to this effect
will be put to the meeting for the approval of Members. If the Dividend recommended by the Directors is approved by
members at the Annual General Meeting, cash Dividend will be paid, subject to withholding tax, on June 17, 2022 to the
Shareholders whose names appear in the Company's Register of Members at the close of business on Wednesday,
June 1, 2022.
Shareholders are advised to complete the E-Dividend Mandate Activation Form, which is available at
http://sec.gov.ng/wp-content/uploads/2016/04/Afric-Prudential-EDMMS-Form_2018.pdf and forward same to the
Registrar, Africa Prudential Plc at their office at 220B, Ikorodu Road, Palmgrove, Lagos or send via email to
[email protected] to enable direct credit of their cash dividend on June 17, 2022.
Directors have also recommended to Members, a right of election to receive new ordinary shares in the Company
instead of the full year dividend in cash. If the share option is approved by Members at the Annual General Meeting,
elections are required to be made on or before June 7, 2022. The Reference Share Price, for the purpose of determining
the number of shares due to Shareholders who elect for the share option, shall be the ten-day average of the
Company's closing share price on the floor of Nigerian Exchange Limited, starting on June 2, 2022.
Shareholders who wish to exercise their right of election are advised to complete the Election form which is available
at https://www.capplc.com/wp-content/uploads/2022/05/CAP-Plc-Scrip-Dividend-Election-Form.pdf and return same
to the Registrars, Africa Prudential PLC at Africa Prudential Plc, 220b Ikorodu Road, Palmgrove Lagos or via email at
[email protected] before or by June 7, 2022.
8. NOMINATION TO THE STATUTORY AUDIT COMMITTEE
Pursuant to Section 404(6) of the Companies and Allied Matters Act, 2020, any member may nominate a shareholder
as a member of the Statutory Audit Committee by giving notice in writing of such nomination. Such notice shall reach
the Company Secretary at least 21 days before the Annual General Meeting. Section 404 (5) CAMA 2020 has
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CAP PLC | Annual Report and Financial Statements 2021
NOTICE OF ANNUAL GENERAL MEETING
mandated that all members of the Statutory Audit Committee must be financially literate and at least one member
shall be a member of a professional accounting body in Nigeria established by an Act of the National Assembly. We
therefore request that nominations be accompanied by a copy of the nominee's curriculum vitae.
9. RIGHT OF SECURITIES' HOLDERS TO ASK QUESTIONS
Shareholders and other holders of the Company's securities have a right to ask questions not only at the Meeting, but
also in writing prior to the Meeting, and such questions must be submitted to the Company on or before June 14, 2022.
10. UNCLAIMED DIVIDENDS
Shareholders who are yet to claim their outstanding dividends are hereby advised to complete the e-dividend
registration form by downloading the Registrar's E-Dividend Mandate Activation Form, which is available at
http://sec.gov.ng/wp-content/uploads/2016/04/Afric-Prudential-EDMMS-Form_2018.pdf and submit to the
Registrars at Africa Prudential Plc, 220b Ikorodu Road, Palmgrove Lagos or their respective Banks for the purpose of
claiming their outstanding dividends.
A list of Shareholders who are yet to claim their dividends as of March 31, 2022 is available on the Company's Website
at https://www.capplc.com/wp-content/uploads/2022/04/CAP_UNCLAIMED-DIVIDEND-AS-AT-MARCH-31-2022.pdf
11. BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION
The biographical details of the Directors submitted for election and re-election are contained in the Annual Report and
on the Company's website at www.capplc.com
Amb. Kayode Garrick, an independent non-executive director, is also retiring at this Annual General meeting and
having spent 9 years on the board since his first election, will not be offering himself for re-election.
12. E- ANNUAL REPORT PUBLISHED ON THE WEBSITE
In order to improve delivery of our Annual Report, we have inserted a detachable Form to the Annual Report and
hereby request Shareholders who wish to receive the Company's Annual Report in an electronic format to complete
and return the Form to the Registrars for further processing. In addition, Annual Reports are available online for
viewing and download from our website at www.capplc.com
13. EXPLANATORY MEMORANDUM FOR SCRIP DIVIDEND
An Explanatory Memorandum which outlines the rationale for the scrip dividend is contained in this Annual Report
and also available on the Company's website at https://www.capplc.com/wp-content/uploads/2022/05/Explanatory-
Memorandum-for-Shareholders-of-CAP-PLC.pdf
8
CAP PLC | Annual Report and Financial Statements 2021
CORPORATE PROFILE
CREATING A CAP
NEW AFRICA
INSPIRED BY
COLOURS
Chemical and Allied Products Plc (CAP Plc),
a subsidiary of UAC of Nigeria Plc, is a
technological licensee of AkzoNobel Coatings
International B.V. (“AkzoNobel”).
Chemical and Allied Products Plc (CAP Plc) is a foremost paints
and decorative Company in Nigeria.
A subsidiary of UAC of Nigeria Plc and a technological licensee of
AkzoNobel Coatings International B.V. (“AkzoNobel”). CAP Plc
evolved from the world-renowned British multinational, Imperial
Chemical Industries Plc (ICI), which formalised its Nigerian
operations in 1957 under ICI Exports Limited. In 1965, ICI Exports
Limited changed its name to ICI Nigeria Limited and in 1968, it was
subsumed by ICI Paints Limited. ICI was acquired in 2008 by
AkzoNobel. ICI changed its name to Chemical and Allied Products
Limited (CAPL). In the spirit of indigenisation and in 1991, CAPL
became a Public company. In 1992, ICI Nigeria Limited disposed-off
its 40% shareholding in CAP Plc when it sold 35.7% of its equity to
UAC of Nigeria Plc and the rest to the Nigerian public.
Currently, UAC of Nigeria Plc holds 56.54% of the Company's
shares.
9
CAP PLC | Annual Report and Financial Statements 2021
CORPORATE PROFILE
The Company has the ISO 9001:2015 Quality varying customer needs. Dulux goes far beyond paint; it
Management System certification and the ISO creates a world in which people can live more colourful
14001:2015 Environmental Management System and enjoyable lives. It has been designed to give
certification. CAP Plc is a signatory to the United superior coverage, opacity, and durability. With Dulux,
Nations Global Compact (UNGC), aligning with global you can do more with less paint.
standards on Sustainability, Human rights, Labour,
Environment-friendly business activities and operations.
In July 2021, CAP Plc successfully completed a merger Sandtex is a leading name in the paints industry in
with Portland Paints and Products Nigeria Plc, another Nigeria. It has built a strong reputation as a great quality
leading paints company with decades of experience in paint and has been trusted for years for both interior
manufacturing, distributing and marketing a wide array and exterior surfaces. It has a wide range of finishes such
of decorative, automotive and industrial paints and, as Emulsion, Satin, Textured and Gloss. Sandtex has
marine and protective coatings that support the been positioned as the ‘Smart Choice’ for homeowners,
building, construction and oil and gas industry in Nigeria. building professionals and painters, offering great value
at an affordable price.
CAP Plc plays within the premium and standard
segments of the paints and coatings market with
flagship brands such as Dulux, positioned in the
premium segment, Sandtex in the standard segment and
Caplux for surface preparation products and Hempel, for
industrial coatings.
The Company pioneered the Colour Centre concept in Caplux offers a range of top-quality surface preparation
Nigeria in 2005, which began a revolution in the products designed to deliver a perfectly prepared
Nigerian paint industry; The Company offers expert surface to enable painters achieve a perfect finish once a
colour consultancy services to guide colour and décor topcoat is applied. The range includes screeding filler,
choices; and realize the vision for various spaces. As of primers, and undercoats. Caplux also has a range of
December 31, 2021, CAP Plc has 101 outlets comprising topcoats.
Dulux colour centers, Dulux colour shops and Sandtex
Stores across the country.
Dulux Trade MARINE AND PROTECTIVE COATINGS
The ultimate range of top-quality paints, Dulux Trade
has a recognized heritage amongst professional We are a major representative of Hempel, a renowned
decorators as the best quality paint in the market. It global paint company that specializes in marine and
delivers superior coverage, opacity, durability and is protective coatings. We service oil and gas and shipping
available in several thousands of colours, obtainable industries for the protection of infrastructure exposed
instantly in-store with the aid of tint machines. Dulux to corrosive and aggressive environments. Through
Trade has products for both interior and exterior use. Hempel, we offer complete assortment of high-
performance coatings. We also provide customers with
Dulux Decorative expert technical service and support to ensure every
Dulux is a range of superior quality paints with a wide coating meets their specific needs.
array of interior & exterior finishes, and colours to meet
For more information visit
www.capplc.com
[email protected]
08159493070
10
CAP PLC | Annual Report and Financial Statements 2021
RETAIL OUTLETS
11
CAP PLC | Annual Report and Financial Statements 2021
RETAIL OUTLETS
COLOUR CENTRES
TELEPHONE (DCCM)
LAGOS 1 Ikeja 17A, Ajao Road, Off Adeniyi Jones Avenue, Ikeja 09098709732, 09098709734
ABUJA 2 Isolo
RIVERS 9A, Osolo Way, Aswani Market Roundabout, 08023190872, 08159493052
3 Festac Off International Airport Road, Ajao Estate, Isolo
08055057055, 08159492907
4 Gbagada 28, Rabiu Babatunde Tinubu Road, Apple Junction,
Amuwo Odofin 08159493046, 0818204455
5 Surulere
22A, Lanre Awolokun Road Gbagada Phase II, 08023133443, 08054422554
6 Ikeja Gbagada 08159492954
7 Victoria Island 08023190872
8 Lekki Chevron 133, Ogunlana Drive, Opposite UBA Bank, 09098709714, 08033075013
Beside Access Bank, Surulere 08095942000
9 Lekki Ajah 01 3427647
87, Opebi Road, Ikeja 08023175220
10 Lekki Admiralty 0802390411
17A, Bishop Aboyade Cole Street, Victoria Island
11 Ibeju /Lekki
12 Ikoyi KM 18/19, Lekki Epe Expressway, Igbo-Efon Bus Stop
By Chevron Roundabout
13 Wuse II
14 Gudu Suite 1-4, Bluecrest Mall, By Fara Park Estate,
Majek Bus-Stop, Abijo, Ajah
15 Utako
16 Gwarimpa 12B, Admiralty Way, Opposite Ascon Filling Station, 09068261710, 08026816560
Lekki Phase 1 08183764808
17 Garki
18 Asokoro Akord Shopping Mall, Bogije, Ibeju-Lekki 08055057055, 08159492907
19 Maitama
20 Kado Fezel Plaza 8A, Kingsway Road Ikoyi 09068261710, 08026816560
21 Kubwa 08183764808
22 Lugbe
23 Wuye 1259, Aminu Kano Crescent, Opposite Crystal Lounge 08171772880, 01 4714050
Wuse II 08033089368, 08028405450
24 Trans Amadi
25 Waterlines Suite 15-18, AJB Mall, Plot 1123, Oladipo Diya
(Opposite Zenith Bank), Gudu, Apo District
26 Eliozu
Plot 171, Gouba Plaza, AE Ekukinam Street, Utako District 09 291 2026
Plot 104, 3rd Avenue, (Pa Michael Imodu) 08034485280
Gwarimpa II, Estate
Dunukofia Street, By FCDA, Area 11, Garki 08055070405, 08159493031
72, Yakubu Gowon Crescent, Asokoro 08051396449
09055555678, 09050555302
10, Yedseram Street, Maitama 08031896900
08095494771
308, Cadastral Zone, Ahmadu Bello Way, Kado 08099445169
08031896900
Kabom Court, Gado Nasko Road, FHA, Kubwa 08037096558, 08077231093
Arish Mall, Lugbe
Balab Plaza Beside Zartech, By Wuye Modern Market,
Wuye
36, Trans Amadi Road, Rumubiakani, Port Harcourt 08034710210
190/172, Aba Road, Opposite Waterlines Bus-Stop, 08159492975, 08159492969
Port Harcourt
La Trinity Mall, G.U Ake Road, Eliozu, Port Harcourt 08038828431
12
CAP PLC | Annual Report and Financial Statements 2021
RETAIL OUTLETS
COLOUR CENTRES
STATE S/N TELEPHONE (DCCM)
ENUGU 27 Enugu 19, Ogui Road, Canute House 08159493002, 07016842514
KANO 28 Kano
9B, Niger Street Opposite Royal Tropicana Hotel 08077212499, 08077212830
GOMBE 29 Gombe Alhajiyel Plaza, Opposite Nipost Office, Bauchi Road 08063399916
EDO 30 Benin
OYO 31 Ibadan 08159493037
71, Akpakpava Road, James Watt, Benin City 07033158462, 08023281885
AKWA 32 Uyo 2A, Aare Avenue, Off Awolowo Road, New Bodija, 08159492928, 08159492780
IBOM Ibadan 08034710210
KADUNA 33 Kaduna
IMO 34 Owerri 115, Ikot Ekpene Road, Opposite former AKTC Transport,
Beside Keystone Bank, Uyo
22, Ahmadu Bello Way, Opposite NNDC Building 08159493037
PLATEAU 35 Jos Plot 106, Okigwe Road, Opposite Federal Government 08159493002 , 07016842514
College, Owerri
OGUN 36 Abeokuta 08159493029
5, Yakubu Gowon Way, Korinjoh House, Jos 08035784729
ONDO 37 Akure
KWARA 38 Ilorin Block A, Shop A001, Providence Centre, Moshood 08035806232
DELTA 39 Warri Abiola Way, Abeokuta 08033075013
07031995657, 08055455387
40 Asaba 72, Arakale Road, Beside Ecobank, Akure
08159492957
17A, Assadam Road, Ilorin
40, Effurun Warri Road, Opposite Union Bank,
A er Urhobo College, Before Enerhen Junction, Warri
417B, Idolor House, Nnebisi Road, Beside Uzoigwe
Primary School, Asaba
COLOUR SHOPS
STATE S/N LOCATION ADDRESS TELEPHONE
1 Ikorodu 216, Lagos Road, Opposite Government Secondary 08023102943
LAGOS School, Beside Coker Estate, Idiroko
2 Dopemu 08023190872, 08159493053
5, Shasha Road Akowonjo Dopemu,
3 Okota Opposite Union Bank 08023190872, 08159493055
4 Ikoyi
5 Magodo 159, Ago Palace Way, Okota 08095441799
0815098 2351, 08159493046
71, Awolowo Road, Ikoyi 08186204455
Suit 5, No 51, Adekunle Banjo Avenue, Shangisha
Magodo
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CAP PLC | Annual Report and Financial Statements 2021
RETAIL OUTLETS
COLOUR SHOPS
STATE S/N LOCATION ADDRESS TELEPHONE
6 Gwagwalada 08037264585
ABUJA 7 Lokogoma NNPC Mega Filling Station, City Mall Boulevard, 08033089368, 08028405450
8 Lugbe Gwagwalada
08030889711, 08063266681
9 Karu Suite GF7, Global Plaza, Plot 819, Cadastral zone, 07046956382
10 Dei-Dei Lokogoma
11 Utako 09021239818
12 Kuje No. 1, Shop 8, Behind Danmarna Filling Station, Opp.
Guardian Angel Catholic Police Chaplaincy, Lugbe 07062504669, 08026173221
Modern and Building Market Road, F.H.A. Lugbe 08023431980
Prince Oil Station, Kugbo, Along Abuja/Keffi 08037530907, 08072220785
Expressway
Plot 185/186, Bakusa Industrial Layout Dei-Dei
Suite 22/23, Emmanuel Plaza, Plot 228, POW Manfani
Crescent. Beside Chida Conference Centre, Utako
Okanga Shopping Plaza, Plot 174, Cadastral Zone, Kuje
OGUN 13 Ijebu Ode 25, Ibadan Road, Opposite Kroyal Fast Food, Ijebu Ode 09053605501
14 Abeokuta 0802 319 0872, 0815 949 3054
Beside Conoil Filling Station, Awolowo Avenue,
OYO 15 Ibadan Omida/Ibara 08035794407, 08028834958
OSUN 16 Ibadan
17 Osogbo 12, Railway Goodshed, Magazine Road, Jericho, Ibadan
Ado Ekiti Km 3, Alao Akala Way, Elebu, Ibadan 07038411013
Onitsha 09024663833, 08159492942
Awka 46, Odi Olowo Street Beside Yetty Mama Hotel
Osogbo
Nnewi
EKITI 18 Umuahia 49, Ajilosun Road Ado-Ekiti 08055057055, 08065046830
Aba
ANAMBRA 19 Abakaliki Trinity Complex, 109, Upper New Market Road, 07037230368, 08159492958
Owerri By DMGS Roundabout, Onitsha 08060240765
20 Dutse
Sabontiti Kwado Suite A1, Amaoge (Ada Awka) Memorial Plaza, Opp.
Central Bank, Enugu–Onitsha Expressway, Awka
Sokoto
21 Kebbi 27, Owerri Road, Nnewi 07035443113
22
ABIA 23 15 or 38, Mission Hill Road, Umuahia 08159492970
24 07035443113
EBONYI No 157, Aba-Owerri Road, Aba 08089814888, 07016842515
IMO 25 08089814888, 08159493000
JIGAWA Dennis Onele Ogah Shopping Plaza, 43, Afikpo Road 08159492970
KATSINA 26 Abakaliki 08077212499, 08077212480
27
Suite 005, Plot 109, Ikenegbu Layout By 08077212499, 08077212480
SOKOTO 28 Maris Junction Owerri 08077212499
KEBBI 29 No 2, Sani Abacha Way, Dutse
Alheri House Near Shaaban Supermarket Sabontiti
Kwado, Katsina State OR 6/7, Block B, Yahaya
Madaki Way
No 8, Abdurrahman Dude Road Opposite Sultan
Macciddo Institution
Muhammadu Buhari Way By House of Assembly
Round-about
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CAP PLC | Annual Report and Financial Statements 2021
RETAIL OUTLETS
COLOUR SHOPS
STATE S/N LOCATION ADDRESS TELEPHONE
30 Rumueme
RIVERS 64, Ada George Road, Mile 4 Rumueme, Port Harcourt 08159492967
AKWA
IBOM 31 Uyo 416B, Oron Road, Uyo 08063267835, 08028706270
BAYELSA
32 Amarata Yenegoa 129, Milford Okilo Road, Amarata, Yenagoa 07031002900, 08023213796
DELTA 33 Agbor 165, Old Lagos-Asaba Road, Boji Boji Owa, Agbor 07031592776, 07065593839
34 Ughelli 08025569409, 08037410222
35 Ovwian Udu 170, Isoko Road, Ughelli 07063734799, 08055445037
36 Sapele 124, Palm Royal Plaza, Opposite Lonia Clinic DSC 08025569409
Expressway, Ovwian Udu, Warri
40, Cemetery Road, Sapele, Delta
CROSS 37 Calabar 135, Ndidem Usang Iso, Calabar 08035389596, 08023149990
RIVER 38 Bauchi A420, Opposite Sabo Clinic, Ran Road, Bauchi 08035391104, 0803 265 9508
BAUCHI
ADAMAWA 39 Yola Plot 3329, Lamido Aliyu Mustapha Road, Opposite 08159493070
Federal College of Education Main Gate, Yola
KOGI 40 Lokoja (Independent Colour Shop Owner) 08108035909, O8036108114
BENUE 41 Makurdi 08055070405, 08159493035
Suite 4, Kristal Plaza, Opposite Muslim Community
School, Lokogoma, Lokoja
O.G. Winners Plaza, Suite A23/24, 29 New Bridge,
Makurdi-Otukpo Road, Makurdi
NIGER 42 Minna Shop GF 1, 2 & 3, Bashir Plaza, SW 495, Keteren 08108395611
Gwari Road, Minna
EDO 43 Auchi 14, Old Court Road, Opposite Public Field 08067443000
44 Benin
Elora Plaza, 162, Sapele Road, Benin. 08062524283
NASSARAWA 45 Lafia Former Wabas Restaurant, Opposite Nassarawa State 08055070405, 08159493034
Ministry Of Mineral Resources, Makurdi-Jos Road, Lafia
15
CAP PLC | Annual Report and Financial Statements 2021
RETAIL OUTLETS
16
CAP PLC | Annual Report and Financial Statements 2021
RETAIL OUTLETS
STORES
STATE S/N LOCATION ADDRESS TELEPHONE
1 Ikeja 15A, Aromire Avenue, Ikeja 08172491682
LAGOS 2 Lekki Km 3, Express Way, Igbo Efon Bus Stop, Lekki 08172491682
3 Oworonshoki 12, Oduduwa (Lafarge) Car Wash Bus Stop, Oworonshoki 07052940445
ABUJA 4 Mushin 280, Agege Motor Road, Mushin 08023644426
5 Gwarimpa Shop 06, Riko Arena, A/B Close, Off First Avenue, Gwarimpa 08099445169
OYO Neighbourhood Shopping Complex, Zone 3, Wuse
6 Wuse MKK Plaza, Beside Vinegas, Jabi 08033329549
KANO 7 Jabi 27, Challenge Molete Road, Ibadan 08038500011
KADUNA 8 Molete 21, Oyo Road, Opposite Sango Police Station, Ibadan 08033206032
ANAMBRA 9 Sango Km3, Alao Akala Way, Elebu, Ibadan 08037250405
EDO 107A, Lamido Crescent Nasarawa GRA 07038411013
DELTA 10 Elebu AH20, Lagos Street, Kaduna 08030909743
11 Kano 08032575671
12 Kaduna 91, Limca Road, Onitsha
56, Adesuwa Road, GRA, Benin City 08039174655
13 Onitsha 80, Effurun Road, Warri 08180007057
14 Benin 300A, Effurun, Sapele Road, Refinery Road, Warri 08023268702
15 Effurun 08035536311
16 Refinery Road,
Warri
LARGE SCALE OUTLETS
STATE S/N LOCATION ADDRESS
LAGOS 1 Lekki Game Store, The Palms Shopping Centre, Lekki
2 Sangotedo Game Store, Novare Lekki Mall, Sangotedo, A er Lagos Business School, Off Lekki/Epe Expressway
ENUGU
ABUJA 3 Abakaliki Rd Game Store, Enugu Polo Park Amusement Centre, Abakaliki Road
KANO 4 Jabi Game Store, Jabi Lake Mall, Bala Sokoto Way, Jabi
5 Kado , Gwarimpa Next Cash And Carry, Kado, Ahmadu Bello Way
6 Zoo Road Game Store, Ado Bayero Road, Zoo Road
OTHERS
LAGOS 1 Ilupeju Price Point, 6-10 Ilupeju Industrial Crescent, Ilupeju
ABUJA 2 Lifemate Central Business District, Wuse, Zone 4
17
CAP PLC | Annual Report and Financial Statements 2021
OUR PRODUCT OFFERINGS
SURFACE PREPARATION
PRODUCTS
Dulux Trade Caplux Screeding Filler
Considered the best paint by professional decorators Caplux Screeding Filler is an acrylic based wall putty
due to its performance. Saves time and money with suitable for interior/exterior application on rough or
better opacity, durability, higher spreading rates and uneven rendered concrete surfaces to give a perfectly
pack sizes that are more convenient and economical to smooth, matt finish.
use. It is available as millbases which can be tinted with
the aid of in-store machines to achieve desired colours. Caplux Alkali Resisting Primer
Dulux Trade offers a wide variety of finishes including Caplux Alkali Resisting Primer is a solvent based,
Vinyl Silk, and Weathershield Smooth Masonry. hardwearing primer suitable for use on interior/exterior
concrete plaster and cement rendered surfaces that
Dulux EasyCare contain alkali.
Dulux EasyCare is a tough and long-lasting interior
emulsion paint that offers stain resistance without Caplux Stabilizing Solution
leaving patches. It is 20 times tougher than conventional Caplux Stabilizing solution is a water-based sealer for
Matt. It is the ultimate washable Matt paint. With penetrating and bonding powdery surfaces.
EasyCare, forgiveness is easy.
Caplux Red Oxide Primer
Dulux Emulsion Caplux Red Oxide Primer is a high-quality alkyd primer
This is an interior and exterior finish formulated on high with rust inhibiting properties to prevent the spread of
quality emulsion binder; gives an even matt coating. corrosion in metals. It is suitable for protection of
interior/exterior metal surfaces.
Dulux Silk Emulsion
An acrylic base emulsion paint with mid sheen finish Caplux Undercoat
suitable for all interior and exterior surfaces. Caplux Undercoat is a premium quality, hard wearing
undercoat recommended for use with Dulux/Sandtex
Dulux Weathershield Finish. It is suitable for interior/exterior concrete and
The ultimate exterior paint range for long lasting wood surfaces over appropriate primers when an
durability and protection in various texture finishes undercoat is required.
including – Dulux Weathershield Textured, Dulux
Weathershield Smooth, Dulux Weathershield Tex Matt
and Dulux Weathershield Ultra.
Dulux Gloss
This is a quality quick drying and hardwearing oil
modified alkyd paint.
18
CAP PLC | Annual Report and Financial Statements 2021
OUR PRODUCT OFFERINGS
Sandtex VME Hempatex Enamel 56360
Sandtex Vinyl Matt Emulsion is a ready-mix matt finish Hempatex Enamel 56360 is based on acrylic resin and
for walls, facades and ceiling. Inhibits mould growths in non-chlorinated plasticizer for optimum gloss and
humid conditions. colour retention. It is suitable for exterior and interior
usage in medium atmospheric corrosive environments.
Sandtex SATIN
Sandtex Satin is a ready-mix premium emulsion with a Hempel's Silicon Aluminium 56914
mild sheen effect that gives walls and ceilings a Hempel's Silicon Aluminium 56914 is a heat resistant
wipeable finish. aluminum pigmented polysiloxane paint which cures to
a hard film at ambient condition. It is suitable for long-
Sandtex MATT term protection of hot pipelines, exhaust pipes, smoke-
Sandtex Matt is a ready-mix subtly textured matt finish stacks and other hot surfaces.
with good opacity and acrylic base. It is suitable as
external finish in wet & coastal areas. Hempel's Oceanic+ 73952
Hempel's Oceanic+ 73952 is a high solids SPC anti-
Sandtex GLOSS fouling based on zinc carboxylate and acrylic binders. It
It is a multi-purpose quick drying solvent paint for delivers strong predictable anti-fouling protection
building, wood/metal and industrial structures suitable through a very stable self-polishing mechanism, which is
for exterior use. based on chemical hydrolysis and a strong 2 component
biocide package. It is specified for drydocking intervals
Hempalin Primer 12050 of up to 60 months.
Hempalin Primer 12050 is a relatively quick-drying alkyd
primer. It serves as a primer for Hempalin systems for Hempadur AvantGuard 7501736G
protection of steel in mild to medium atmospheric Hempadur Avantguard 7501736G is an activated, zinc-
corrosive environment. rich epoxy primer in compliance with the requirements
of Level 2, type II in SSPC Paint 20, 2002 and ISO 12944
Hempalin Enamel 52140 Part 5, 2018. It is suitable as a versatile primer for long-
Hempalin Enamel 52140 is a glossy alkyd weather term protection of steel in severely corrosive
resistant paint. It is a general-purpose finishing coat in environment.
alkyd systems on exterior and interior steel and
woodwork in mildly to moderately corrosive Hempadur Mastic 45881
environment. Hempadur Mastic 45881 is a two-component polyamide
adduct cured, high solids, high build epoxy paint. It
Hempatex Hi-build 46410 forms a hard and tough coating, has good wetting
Hempatex Hi-Build 46410 is a single component, properties. It is a three-in-one coating that can serve as a
physically drying high build acrylic paint with good self-primed, surface-tolerant paint system or as an
colour retention. It is used as primer and intermediate intermediate and/or topcoat.
for Hempatex systems.
Hempathane Topcoat 55210
Hempathane Topcoat 55210 is a two-component, glossy
acrylic polyurethane coating, cured with aliphatic
isocyanate, with good gloss and colour retention. It
serves as a finishing coat for protection of structural
steel in severely corrosive atmospheric environment,
where light-fastness and gloss retention are required.
19
20
CAP PLC | Annual Report and Financial Statements 2021
CHAIRPERSON’S
STATEMENT
Awuneba Ajumogobia
Chairperson
21
CAP PLC | Annual Report and Financial Statements 2021
A SIGNIFICANT
MILESTONE - ONE CAP
Distinguished Shareholders,
I am delighted to welcome you all to the 57th Annual General Meeting of your Company,
Chemical and Allied Products Plc (“CAP”) and to present to you, the Annual Report and
Audited Financial Statements for the year ended December 31, 2021, which has been
prepared following the International Financial Reporting Standards (IFRS).
On July 1, 2021, the merger between your Company over the average of the CPI for the previous twelve
and Portland Paints and Products Nigeria Plc months period remained flat at 16.9 percent.
(“Portland Paints”) became effective making the
combined entity the single largest player in the Nigerian The economic rebound was also witnessed in the Nigerian
paints industry with 101 retail stores across the country Stock market as the all-share index opened in January 2021
and an expanded product portfolio including Dulux, at 41,147.39 and closed at 42,716.44 representing a 3.8%
Caplux, Sandtex, and Hempel brands. Your Company has increase.
significantly expanded its share of the standard paints
segment through the merger and the hitherto On the global economic scene, 2021 was a difficult year
predominantly decorative paints portfolio has grown to due to the wide-reaching impact of the Corona virus
include marine and protective coatings. Indeed, the pandemic and the spread of resistant mutations.
strategy to (i) Grow Volumes; (ii) Grow Channels (iii) Grow Nevertheless, countries around the world remained
Portfolio (iv) Invest in People, and (v) Improve Efficiency steadfastly resilient, making concerted efforts to adapt to
has been fulfilled. Your Company will continue to leverage living with the pandemic whilst gradually increasing
this growth to ensure greater impact as a combined entity. economic activities in their respective domains.
2021 OPERATING ENVIRONMENT Oil prices rose to pre-pandemic levels as OPEC Basket
price traded at an average of US$53.8 per barrel in January
The Nigerian economy recorded positive growth in 2021 2021 to close the year trading at US$77.97 per barrel in
recovering from the negative Gross Domestic Product December 2021, the highest recorded trading price in
(GDP) growth recorded in the prior year (-6.1% and -3.6% years. Other key developments in the global environment
in Q2 and Q3 of 2020 respectively). According to the include renewed hostilities between Russia and Ukraine,
National Bureau of Statistics, Nigeria recorded positive supply chain disruptions, rising headline inflation, vaccine
GDP growth consecutively in 2021 Q2 (5.0%), Q3 (4.0%), inaccessibility, increased unemployment, mass
and Q4 (4.0%), culminating in a 3.4% annual growth by resignations, and rising carbon emissions.
year-end.
The Central Bank of Nigeria (CBN) retained the Monetary
However, the consumer price index, (CPI) which measures Policy Rate (MPR) at 11.5%. Additionally, the Naira was
inflation increased by 15.6 percent (year-on-year) in devalued from N379/USD in May 2021 to N410/USD a er
January 2022. The percentage change in the average the CBN adopted the Investors and Exporters (I&E)
composite CPI for the twelve months ending January 2022 window rate, also known as the NAFEX rate. By December
2021, the exchange rate had risen to N435/USD.
22
CAP PLC | Annual Report and Financial Statements 2021
CHAIRPERSON’S STATEMENT
REVIEW OF OPERATIONS Despite the macroeconomic
pressure, your Company was able
Despite the macroeconomic pressure, your Company was
able to record 60% revenue growth from N8.8 billion in to record 60% revenue growth
FY 2020 to N14.2 billion in FY 2021. In addition, your from N8.8 billion in FY 2020
Company achieved 41.1% growth in volume across its
portfolio. to N14.2 billion in FY 2021.
In addition, your Company
The business expanded its distribution footprint to close achieved 41.1% growth in
the year with 101 retail outlets comprising 40 Dulux volume across its portfolio.
Colour Centres, 45 Dulux Colour Shops, and 16 Sandtex
Stores across the country.
The Company retained its ISO 9001:2015 and ISO
14001:2015 certifications in Quality and Environmental
Management Systems, respectively. We will continue to
offer high-quality products and services to customers
while complying with regulatory requirements in a
healthy and safe environment.
FINANCIAL RESULTS
Notwithstanding the challenging business terrain, your Additionally, Directors propose a scrip dividend where
Company ended the year with an impressive financial Shareholders will have the right to elect to receive
performance. Highlights of the performance are as ordinary shares rather than cash dividends on or before
follows: June 7, 2022. These proposals are subject to the
Ÿ Gross earnings for the Company increased by 60% to consideration and approval of the Shareholders.
N14.2 billion (2020: N8.73 billion), OUTLOOK
Ÿ Operating income for the Company was flat at N1.6
Nigeria's 2022 GDP growth is projected at approximately
billion (2020: N1.6 billion), 2.7% according to the International Monetary Fund.
Ÿ Profit Before Tax for the Company is N1.7 billion Federal Government Revenue forecast is N17.1 trillion with
31.9% of total allocation budgeted for capital expenditure.
compared to N1.8 billion in 2020,
Ÿ Profit for the year is N1.1 billion as against N1.2 billion
achieved in 2020,
Ÿ The Company's total assets grew to N12.1 billion from
N8.5 billion in 2020.
DIVIDEND
CAP demonstrates its commitment to delivering returns
to its esteemed shareholders by proposing a dividend of
125 kobo for every 50 kobo ordinary share to shareholders
on the Register of Members at the close of business on
June 1, 2022.
23
CAP PLC | Annual Report and Financial Statements 2021
CHAIRPERSON’S STATEMENT
Impact of the pandemic is expected to recede further wishes him a happy retirement. I also specifically wish to
given the global mass vaccinations, but the spread of thank Amb. Kayode Garrick for his wealth of contributions
resistant virus mutations remains a threat to the efficacy to board deliberations over the years.
of vaccines. Other imminent global challenges include the
Russia-Ukraine war, rising energy costs, rising inflation, I am pleased to welcome Mrs. Bolarin Okunowo as the
and lingering supply chain bottlenecks. Recovery is new Managing Director leading your Company into the
expected to continue in 2022, driven by increased next phase of expansion and growth. Please join me in
economic activities. However, 2022 economic prospects wishing Mrs. Okunowo a successful tenure.
require cautious optimism.
APPRECIATION
Your Company is proactively following developments at
all levels and has fine-tuned its strategy to take advantage On behalf of the Board, I wish to thank our staff for their
of emerging opportunities in the paints market. dedication, our cherished customers for their unflinching
Additionally, your Company is well-prepared to sustain loyalty, and, our trade and technical partners, for their
growth by accelerating retail expansion, delivering undivided support at all times.
objectives, and ensuring value for all stakeholders.
I wish to thank the Board for ceaselessly guiding the
BOARD CHANGES Company on the path of sustained growth despite
numerous challenges.
This year has seen several changes on the Board.
Finally, on behalf of the Board, I thank our highly esteemed
(a) Mr. David Wright who served your Company as shareholders, for the invaluable cooperation and support
Managing Director retired from his position in extended to the Board and Management of your Company
November 2021. over the years. We remain cognizant of the uncertainty of
the global and domestic environment and commit to
(b) Ambassador Kayode Garrick having spent 9 years always maximizing value creation for you.
on the Board, is not offering himself for re-election
at this Annual General Meeting. Thank you for your attention.
The following new directors have been appointed: Awuneba Ajumogobia
Chairperson
(a) Dr. Vitus Ezinwa, Non-Executive Director effective FRC/2020/003/00000020872
June 17, 2021
(b) Mr. Folasope Aiyesimoju, Non-Executive Director
effective October 5, 2021
(c) Mrs. Bolarin Okunowo, Managing Director
effective December 1, 2021
(d) Mrs. Ifeoma Chuks-Adizue, Executive Director,
Commercial effective April 1, 2022
(e) Mr. Yomi Adenson, Executive Director, Finance and
Risk effective April 1, 2022
Please join me in thanking Mr. David Wright for the great
successes recorded during his tenure as Managing
Director and the dexterity and passion he brought on
board. The Board thanks him for his contributions and
24
CEO’S
STATEMENT
Bolarin Okunowo
Chief Executive Officer
25
CAP PLC | Annual Report and Financial Statements 2021
BUILDING ON THE
STRENGTHS INHERITED
Dear Shareholders,
Welcome to the 57th Annual General Meeting of Chemical and Allied Products PLC (“CAP”
or the “Company”) at which we will present your Company's operational and financial
performance for the year ended 31 December 2021.
INTRODUCTION focus on enhancing our enterprise resource planning
(ERP) tools. Expected benefits include improved
I am in my 6th month as Managing Director/Chief productivity, visibility and controls within our Company
Executive Officer of our over 65-year-old institution and we are expected to go-live with our refreshed ERP
and remain deeply honoured for the opportunity to system this year.
serve. My colleagues and I are focused on building on the
strengths inherited and positioning the Company for long- There were two executive appointments made aimed at
term success. strengthening governance. Sound governance of a
company like ours enables us to respond quickly in
2021 was a significant year for our Company, we recorded dynamic and changing environment. Mrs. Ifeoma Chuks-
several key achievements despite the difficult operating Adizue was appointed Executive Director, Commercial and
environment. We successfully completed the merger with Mr. Yomi Adenson was appointed Executive Director,
Portland Paints and Products Nigeria Plc on the 1st of July, Finance and Risk. Ifeoma is a highly experienced
solidifying CAP's position as the leading paints and commercial professional with a rare mix of experience in
coatings company in Nigeria. We also delivered on our key sales, brand management and media. Yomi is a well-versed
strategic priorities which were to (i) Grow Volumes; (ii) and seasoned finance professional with specialties in
Grow Channels; (iii) Grow Portfolio; (iv) Invest in People treasury and tax management, as well as financial
and (v) Improve Efficiencies. planning. They both bring on board over four decades of
experience and I am grateful to be serving our Company
We achieved strong volume growth across our product alongside these two professionals.
portfolio and have seen an upsurge in demand due to the
strong rebound in residential and construction projects as BUSINESS PERFORMANCE
well as home upgrades as people continue to spend more
time at home. We opened 17 new retail stores, expanding Over the last two years, COVID-19 has impacted people
our distributor network to 101 stores across Nigeria. We and businesses in an unprecedented way. It has created
also launched a new product range focused on surface challenges and opportunities to varying degrees. In 2021,
preparation, a largely untapped market with significant the ongoing impact of COVID-19 combined with several
potential. extreme weather events in North America earlier in the
year caused significant disruptions across our supply
A key focus for us is investing in our people as they are at chains. The biggest challenge came from the
the core of everything we do. As such we implemented unprecedented increase in raw material and freight costs,
initiatives aimed at creating an enabling environment for which put our margins and profitability under severe
our people to thrive. We have a robust talent management pressure. We implemented price increases, which were
program and continue to work hard to attract and retain needed to protect profitability, and executed strategic and
the best people to work in our Company. We are investing operational initiatives to dampen the effect of the cost
in information technology infrastructure, with particular escalations experienced.
26
CAP PLC | Annual Report and Financial Statements 2021
CEO’S STATEMENT
Despite the challenging operating environment, we In 2022 we remain focused
delivered on our top-line growth aspirations. Revenue on our vision of creating a new
grew 60% from N8.9bn in 2020 to N14.2bn in 2021. Gross
profit was up 22% from N3.7bn to N4.6bn. Africa inspired by colours.
Notwithstanding the scale of the disruptions experienced,
operating performance remained resilient at N1.6bn. OUTLOOK
However, Profit before tax declined from N1.8bn in 2020
to N1.7bn. Total profit for the year was N1.1bn compared to We are excited about what the future holds as we believe
N1.2bn in 2020. Earnings per share for 2021 was 151 kobo we are successfully recovering from the supply chain
from 175 kobo in 2020. . disruptions experienced over the last two years. Whilst
market uncertainties remain with the conflict between
AWARDS AND RECOGNITIONS Russia and Ukraine as well as the resurgence of COVID-19
cases in Asia, we have built in resilience into our supply
In April 2021, your company was recognised as the best chain and operations and believe this will continue to yield
performing stock in the Industrial Goods, Building positive results.
Materials, Chemicals and Paints category at the Business
Day Nigerian Investor Value Awards (NIVA). We were also In 2022 we remain focused on our vision of creating a new
recognised as the most profitable company in that Africa inspired by colours. We aim to build on the solid
category. foundation laid in 2021 and are confident that our
strategic focus on growing our people, expanding our
network, protecting profitability, improving our sourcing
capabilities and delivering operational efficiencies will
generate significant value for our shareholders.
APPRECIATION
None of this would have been possible without all our
CAP employees who brilliantly responded to the
numerous challenges we faced in 2021. I remain humbled
by the passion demonstrated by our people. I would also
like to say a heartfelt thank you to our loyal and valued
customers and partners, our board of directors and our
shareholders for your unwavering support.
Thank You.
Bolarin Okunowo
Managing Director
FRC/2020/003/00000020616
27
CAP PLC | Annual Report and Financial Statements 2021
BOARD OF DIRECTORS, OFFICERS
AND PROFESSIONAL ADVISERS
For The Year Ended 31 December 2021
BOARD OF DIRECTORS Mrs. Awuneba Ajumogobia
Chairperson (Independent Non-Executive Director)
COMPANY SECRETARY Appointed with effect from August 1, 2019
REGISTERED OFFICE
REGISTRATION NUMBER Mrs. Bolarin Okunowo
WEBSITE Managing Director
AUDITOR Appointed with effect from December 1, 2021
REGISTRAR
Amb. Kayode Garrick
Independent Non-Executive Director
Retiring at the AGM of June 16, 2022
Mrs. Muhibat Abbas
Non-Executive Director
Appointed with effect from May 31, 2019
Mrs. Udo Okonjo
Independent Non-Executive Director
Appointed with effect from August 1, 2019
Dr. Vitus Ezinwa
Non-Executive Director
Appointed with effect from June 17, 2021
Mr. Folasope Aiyesimoju
Non-Executive Director
Appointed with effect from October 5, 2021
Mr. David Wright
Managing Director
Retired with effect from November 30, 2021
Ayomipo Wey
2, Adeniyi Jones Avenue
P.M.B. 21072, Ikeja – Lagos
Tel: 08159493070
E-mail: [email protected]
RC 4551
www.capplc.com
KPMG Professional Services
KPMG Tower, Bishop Aboyade Cole Street,
Victoria Island, Lagos
Africa Prudential Plc
220B, Ikorodu Road, Palmgrove, Lagos
28
CAP PLC | Annual Report and Financial Statements 2021
LEADERSHIP PROFILE
Board of Directors
MRS. AWUNEBA AJUMOGOBIA
Mrs. Ajumogobia was appointed to the Board of Chemical and Allied Products
Plc on August 1, 2019. She graduated from the prestigious University of Ibadan
with a BSc. (Hons) degree in Economics and is a Fellow of the Institute of
Chartered Accountants of Nigeria. She has more than thirty years of broad
professional experience spanning several disciplines including finance,
accounting, external audit, taxation, marketing, and business performance
optimization. Over the course of her career, she worked at Deloitte and
Accenture. Until her appointment to the Board of CAP Plc, she served as an
Independent Non-Executive Director on the Board of UAC of Nigeria Plc. Mrs.
Ajumogobia also serves as an Independent Non-Executive Director on the
Board of Airtel Africa Plc, is the Chairperson of the Governing Council of
Grange School, Lagos, a member of the Board of the University of Ibadan
Research Foundation, serves on the Finance Committee of Musical Society of
Nigeria (MUSON) and is a member of the Executive Council of WIMBIZ
(Women in Management, Business and Public Service). Mrs. Ajumogobia
remains committed to personal and professional development and is a regular
participant at leading local and international institutions in her areas of
interests.
MRS. BOLARIN OKUNOWO
Mrs. Bolarin Okunowo is a seasoned business leader and finance specialist
with over 17+ years’ experience in a range of roles spanning investment banking
and financial services, manufacturing, oil and gas, real estate and hospitality.
She is the Managing Director/Chief Executive Officer of Chemical and Allied
Products Plc (“CAP Plc”), a subsidiary of UAC of Nigeria Plc (“UACN”), and the
manufacturers of leading paint brands - Dulux, Sandtex and Caplux in Nigeria.
Prior to her executive appointment at CAP Plc, Mrs. Okunowo served as the
immediate past Managing Director/CEO of Portland Paints and Products
Nigeria Plc (“Portland Paints”), a subsidiary of UACN. At Portland Paints she led
a turnaround of the business and the implementation of the successful merger
with CAP Plc in July 2021. Prior to joining the UACN Group, she was the Head,
Energy & Infrastructure Finance at Stanbic IBTC Capital (“Stanbic”) with
responsibility for the oil and gas, power and infrastructure debt finance
portfolio. Prior to Stanbic, Mrs. Okunowo worked with ARM Investments
Managers and PricewaterhouseCoopers. Mrs. Okunowo is a qualified
Chartered Accountant; she holds a Bachelor’s degree in Commerce from the
University of Birmingham UK and a Master’s degree in Information Systems
from the prestigious London School of Economics.
Mrs. Okunowo has served in various capacities on the boards of various
publicly listed companies. She is currently an Independent Non-Executive
Director of Wema Bank Plc.
29
CAP PLC | Annual Report and Financial Statements 2021
LEADERSHIP PROFILE
Board of Directors
AMB. KAYODE GARRICK
Amb. Kayode Garrick was appointed to the Board of Chemical and Allied
Products Plc on March 21, 2013.
Ambassador Kayode Garrick holds a Bachelor of Arts (Language) degree from
the University of Ife (now Obafemi Awolowo University), Ile Ife. He is the
founder and Director of South Strategy Consulting. He has 34 years diplomatic
experience and is fluent in English, French, German and Portuguese. Apart
from several other diplomatic, consular, and public service appointments, he
was Nigeria’s Ambassador Extraordinary and Plenipotentiary to Brazil,
Paraguay and Bolivia. He was awarded the Grand Cross of the Order of Rio
Branco by the President of Brazil.
MRS. MUHIBAT ABBAS
Mrs. Muhibat Abbas was appointed to the Board of Chemical and Allied
Products Plc on May 31, 2019.
Mrs. Muhibat Abbas graduated from the University of Lagos with B.Sc. (Hons)
degree in Business Administration. She is a Fellow of the Institute of Chartered
Accountants of Nigeria, with over thirty years’ experience in Internal Audit,
Financial Accounting, Management Accounting, Treasury Management and
Pension Fund Administration. She worked variously as Group Treasurer of
UAC Nigeria Plc, Finance Director/Company Secretary of CAP Plc, Divisional
Commercial Director Bordpak Premier Packaging and Managing Director of
UNICO CPFA Ltd. She was the Acting Chief Financial Officer of UAC Nigeria Plc
and was a Non-Executive Director of FSDH Merchant Bank Limited from 2011
till July 2019. She is also a Non-Executive Director of Leonine Investment
Services Limited.
30
CAP PLC | Annual Report and Financial Statements 2021
LEADERSHIP PROFILE
Board of Directors
MRS. UDO OKONJO
Mrs. Udo Okonjo is currently the Chief Executive Officer/Vice Chairman of Fine
and Country West Africa. She is a seasoned legal practitioner who was
admitted to the Nigerian Bar Association and New York Bar in 1991 and 1994
respectively and pursued a successful legal career for more than two decades,
in addition to having acted as Senior Special Adviser on Legal and
Constitutional Matters to the Senate President of the Federal Republic of
Nigeria and being a Partner at a leading local law firm, Templars Barristers &
Solicitors. Having emerged best graduating female student at the Nigerian Law
School, in 1991, she was awarded the prestigious British Chevening Scholarship
to study at the University of London, Kings College School of Law, where she
graduated with a Master’s degree in Law (LLM) specializing in Corporate and
Commercial Law. She earned a certificate in Effective Real Estate Marketing
from the National University of Singapore in conjunction with the Dubai Real
Estate Institute amongst several real estate and executive courses at the Said
Business School, Oxford University, Judge Business School, Cambridge
University, and Lagos Business School, Pan Atlantic University. She is very
passionate about real estate and entrepreneurship as a means of wealth
creation and nation building and is convener of the annual Refined Investor
Series to provide an accurate roadmap and insight on the Nigerian real estate
market. Mrs. Udo Okonjo was appointed to the Board of Chemical and Allied
Products Plc on August 1, 2019.
DR. VITUS EZINWA
Dr. Ezinwa is a seasoned business manager and human resource professional
with experience in leading multinational corporations. Dr. Ezinwa is currently
the Chief Operating Officer (COO) of UAC of Nigeria Plc (“UACN”) and
previously, the Group Director of HR at UACN. He is also a non-executive
director of Grand Cereals Limited. Prior to Joining UACN, he worked as Group
Human Resources Director for Promasidor Africa; Human Resources Director,
Coca-Cola Nigeria & Equatorial Africa with responsibility for 10 countries and
Human Resources Director for British American Tobacco, West & Central Africa
covering Ghana, Benin, Niger & Togo. Dr. Ezinwa was, until recently, the Group
Human Resource Director for Tropical General Investments (TGI) Group. He is
a member of the Advisory Board of A erschool Graduate Development
Centre, member of the Institute of Directors and a Fellow of the Chartered
Institute of Personnel and Development (CIPD) UK. He is a co-founder and
Director of HR Network Africa and was until 2014, a member of the Lagos
Business School’s Advisory Board. He holds a Bachelor’s degree in
Sociology/Anthropology from the University of Nigeria, Nsukka, MBA in
Management from Lagos Business School, a Master’s in applied business
research and a Doctorate in Business Administration, both from Swiss Business
School, Zurich, Switzerland. He was appointed to the Board of Chemical and
Allied Products Plc on June 17, 2021.
31
CAP PLC | Annual Report and Financial Statements 2021
LEADERSHIP PROFILE
Board of Directors
MR. FOLASOPE AIYESIMOJU
Mr. Aiyesimoju is a finance professional with experience spanning corporate
finance, principal investing and private equity. Over the course of his career, he
has lived and worked in Sub-Saharan Africa’s most important economies
gaining experience of the operating landscape in the region.
Mr. Aiyesimoju is currently the Group Managing Director of UAC of Nigeria Plc
(“UACN”), with responsibility for shaping overall strategy and driving long-
term value creation. He is also the founder of Themis Capital Management, an
investment firm focused on concentrating capital and talent on high-potential
opportunities in Sub-Saharan Africa.
Prior to founding Themis, he worked with Kohlberg Kravis Roberts, a leading
global investment firm. His experience also includes working with the
Standard Bank Group, where he led mergers and acquisitions in Nigeria. He
spent the early part of his career with Ocean and Oil Holdings Limited, a
principal investment firm in Nigeria and ARM Investment Managers, one of
Nigeria’s leading investment advisory and wealth management firms.
He also sits on the Boards of MDS Logistics Limited, Grand Cereals Limited,
UAC Foods Limited and UPDC Plc.
Mr. Aiyesimoju holds a B.Sc. (Hons) degree in Estate Management from the
University of Lagos, where he was awarded a Certificate of Excellence in Real
Estate Development and Finance, and earned the right to use the CFA
designation in 2006. He was appointed to the Board of Chemical and Allied
Products Plc on October 5, 2021.
32
CAP PLC | Annual Report and Financial Statements 2021
LEADERSHIP PROFILE
Board of Directors
DIRECTORS APPOINTED AFTER REPORTING PERIOD
MRS. IFEOMA CHUKS-ADIZUE
Mrs. Ifeoma Chuks-Adizue is a seasoned commercial professional with in-depth
experience in Brand Management, Sales, Media garnered over 17 years'
experience building brands, people and businesses across Africa within global
FMCG companies.
Mrs. Chuks-Adizue joined CAP Plc in February 2021 as the Chief Commercial
Officer leading the development and execution of strategies to deliver the
business growth agenda. Prior to joining CAP Plc, Mrs. Chuks-Adizue was Head of
Marketing Cocoa Beverages at Cadbury Nigeria, responsible for the growth of the
business across Nigeria and Ghana as well as leading the Equity and Innovation
agenda for the category across Middle East and Africa. Prior to joining Cadbury,
Mrs. Chuks-Adizue worked with Procter & Gamble for over 12-years, holding
various senior sales and marketing roles.
Mrs. Chuks-Adizue is passionate about the all-round growth of people, especially
women. She is the author of the books – 'The Uncommon Woman' and 'Made For
MORE' and Founder of the Uncommon Woman Movement, an online platform
focused on helping career women birth the 'MORE' in them whilst growing in
their careers and being a positive pillar in their homes.
Mrs. Chuks-Adizue holds a degree in Economics from the University of Jos where
she graduated top of her class. She is a Registered Practitioner of the Advertising
Practitioners Council of Nigeria and serves as a Non-Executive Director on the
board of FINCA Microfinance Bank Limited.
MR. YOMI ADENSON
Mr. Yomi Adenson is an adroit finance professional and a seasoned Accountant
with 17 years plus experience, contributing to topline growth, business risk
assessment and corporate governance, cost analysis, margin management and
enhancement of bottom-line performance. His areas of specialty include treasury
management, financial control, process improvement, financial planning, tax and
regulatory compliance, negotiation, strategy and leadership. Mr. Adenson joined
CAP Plc in June 2021 as Chief Finance Officer with responsibility for the finance
and risk management functions. Prior to joining CAP Plc, Mr. Adenson was the
Senior Finance Manager (General Manager – Finance) at Promasidor Nigeria
Limited, a company he worked with for over 13 years. Prior to Promasidor, Mr.
Adenson worked with May & Baker Nigeria Plc and former Dunlop Nigeria Plc.
Mr. Adenson has a strong accounting background, a Master's in Business
Administration in Finance, and an alumnus of the Manchester Business School
Leadership Program, Hub of Finance Transformation and CFO University – USA.
He is also a Fellow of the Institute of Chartered Accountant of Nigeria (ICAN), a
serving board member of the Taxation and Fiscal Policy of ICAN, and a serving
board member of Quality Education for All Students (QEFAS) preparatory school
in Nigeria.
Mrs. Ifeoma Chuks-Adizue and Mr. Yomi Adenson are Directors who were appointed a er the reporting period,
with effect from April 1, 2022. Their appointments will be presented at this meeting for the approval of Shareholders.
33
CAP PLC | Annual Report and Financial Statements 2021
FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Revenue Dec. 2021 Dec. 2020 %
Operating profit N'000 N'000 Change
Finance income
Profit before taxation 14,207,818 8,876,191 60
Taxation 1,554,632 1,557,260 0
Profit for the year 180,480
Total equity and liabilities 1,727,498 249,785 (28)
Additions to property, plant & equipment (PPE) (604,915) 1,805,738 (4)
Depreciation on PPE 1,122,583 (582,614) (4)
Cash and cash equivalents 12,115,919 1,223,124 (8)
Earnings per share (kobo) - Basic and diluted 614,717 8,526,076 42
Net asset per share (kobo) - Basic 225,100 438
2,571,991 114,276 (55)
151 145,589 (55)
559 5,748,369 (14)
4
175
535
34
CAP PLC | Annual Report and Financial Statements 2021
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2021
The Directors have the pleasure in presenting their report to members on the affairs
of Chemical and Allied Products Plc ('the Company' or 'CAP Plc' or 'CAP'), together
with the Audited Financial Statements and Independent Auditor’s Report for the
year ended 31 December 2021.
1. LEGAL FORM AND PRINCIPAL ACTIVITIES 2. OPERATING RESULTS
Chemical and Allied Products Plc is a technological The following is the summary of the performance of the
licensee of AkzoNobel Coatings International B.V. Company for the year under review as compared with the
(“AkzoNobel”). CAP Plc evolved from the world- previous year:
renowned British multinational, Imperial Chemical
Industries PLC (ICI), which formalized its Nigerian Turnover 2021 2020
operations in 1957 under ICI Exports Limited. In 1965, ICI Operating Expenses N'000 N'000
Exports Limited changed its name to ICI Nigeria Limited Profit before taxation
and in 1968, it was subsumed by ICI Paints Limited. ICI Taxation 14,207,818 8,876,191
changed its name to Chemical and Allied Products Limited (3,378,962) (2,273,913)
(CAPL) in the spirit of indigenization and in 1991, CAPL Profit a er taxation 1,805,738
became a public Company. In 1992, ICI Nigeria Limited 1,727,498
disposed-off its 40% shareholding in CAP when it sold Retained earnings (604,915) (582,614)
35.7% of its equity to UAC of Nigeria Plc (“UAC”) and the
rest to the Nigerian public. Currently, UAC holds 56.54% 1,122,583 1,223,124
of CAP's shares.
3,028,137 3,375,554
CAP operates within the premium and standard segments
of the paints and coatings market with flagship brands 3. DIVIDENDS
such as Dulux and Sandtex positioned in the premium and
standard segments, respectively and Caplux for surface The Directors are pleased to recommend to shareholders,
preparation. CAP also operates in the marine and a full year ordinary dividend of N1.25k per 50k share,
protective coatings segment through distribution of the representing a N985 million cash and/or shares
Hempel brand. The Company has the ISO 9001:2015 distribution.
Quality Management System certification and the ISO
14001:2015 Environmental Management system Cash dividend will be paid to shareholders whose names
certification. CAP is a signatory to the UN Global Compact appear in the Company’s Register of Members as at the
(UNGC) initiative, raising the bar in Sustainability, Human close of business on June 1, 2022. The total dividend will
rights, Labour, Environment-friendly business activities be net of withholding tax.
and operations. The Company pioneered the Colour
Centre concept in Nigeria in 2005, which began a The Directors are also recommending to shareholders for
revolution in the Nigerian paint industry. As of December their approval at the forthcoming Annual General
31, 2021, the Company has One hundred and One (101) Meeting, a right of election for qualifying shareholders to
outlets across major cities in the country following the receive new ordinary shares in the Company instead of
strategic merger with Portland Paints and Products final dividend in cash. The election is required to be made
Nigeria Plc (“Portland Paints”) which became effective on on or before June 7, 2022. The reference share price for the
July 1, 2021. purpose of determining the number of shares due to
qualifying shareholders who elect for the share option
will be a ten-day trading average of the Company’s share
price on the floor of the Nigeran Exchange, starting June 2,
2022.
Shareholders who do not send in an election for new
shares will receive cash.
35
CAP PLC | Annual Report and Financial Statements 2021
REPORT OF THE DIRECTORS
For The Year Ended 31 December 2021
4. RECORD OF DIRECTORS’ ATTENDANCE AT 6. DIRECTORS RETIRING BY ROTATION
MEETINGS
In accordance with the Articles of Association of the
Pursuant to Section 284 (2) of the Companies and Allied Company and Section 285 of CAMA, Mrs. Muhibat Abbas
Matters Act, 2020, the records of Director’s attendance and Amb. Kayode Garrick are the directors retiring by
at Board meetings during the year under review will be rotation.
available for inspection at the Annual General Meeting.
Mrs. Muhibat Abbas, being eligible offers herself for re-
5. BOARD CHANGES election. Mrs. Abbas' profile is contained in this Annual
Report.
Retirement
Amb. Garrick, having spent 9 years on the Board since his
Mr. David Wright retired from the Board of the Company first election, is not offering himself for re-election. The
as Managing Director on November 30, 2021. The Board Board deeply appreciates Amb. Garrick's dedication and
was deeply appreciative of Mr. Wright for his hard work service and wishes him the best for the future.
and valuable contributions to the growth of the Company.
The NGX Regulation Limited, the Securities and Exchange 7. DIRECTORS' TRAINING AND INDUCTION
Commission and the Corporate Affairs Commission were
duly notified of the retirement. During the year, the Directors attended relevant trainings
to deepen corporate governance practice through multi-
Board Appointment sectoral and multi-generational collaborations and
enhance strategic leadership skills.
During the period under review, the following
appointments were made to the Board of the Company: Every newly appointed Director receives a comprehensive
letter of appointment detailing the terms of reference and
Ÿ Dr. Vitus Ezinwa as Non-executive Director with effect composition of the Board and Board committee, schedule
from June 17, 2021 of Board meetings, their entitlements and demand on
their time as a result of the appointment. The letter of
Ÿ Mr. Folasope Aiyesimoju as Non-executive Director appointment is accompanied with the Memorandum and
with effect from October 5, 2021, and Articles of Association of the Company, the previous
year's Annual Report and Financial Statements, the Code
Ÿ Mrs. Bolarin Okunowo as Managing Director of the of Corporate Governance for Public Companies in Nigeria,
Company effective December 1, 2021 following the UACN Code of Business Conduct, and other documents,
retirement of Mr. David Wright on November 30, policies, processes and procedures of the Company that
2021. help the director gain understanding of the Company, its
history, culture, values, business principles, people,
All the above appointments will be presented at this projects, processes and plan.
Meeting for the approval of the Shareholders. The NGX
Regulation Limited, Securities and Exchange Commission A new Director undergoes an induction for him/her to get
and the Corporate Affairs were notified of these acquainted with the business operations, issues and
appointments. brands of the Company. As part of the induction process,
he/she is introduced to the Directors, members of the
The respective profiles of the directors whose Leadership Team, Company's operations and trade
appointments would be presented for approval at this partners including Dulux partners and Sandtex
meeting are contained in this Annual Report. franchisees.
36
CAP PLC | Annual Report and Financial Statements 2021
REPORT OF THE DIRECTORS
For The Year Ended 31 December 2021
8. DIRECTORS INTERESTS IN CONTRACTS
None of the Directors has notified the Company for the purpose of Section 303 (1) of CAMA of any declarable interest in
contracts in which CAP Plc is involved.
9. DIRECTORS AND THEIR INTERESTS IN THE SHARES OF THE COMPANY.
Directors' interests in the issued share capital of the Company as recorded in the Register of Members and/or as notified by
the Directors in compliance with CAMA and the Listing Requirements of the NGX Regulation Limited were as follows:
S/N Name/Position of Directors 31-Dec-21 31-Dec-21 31-Dec-20 31-Dec-20
Direct Indirect Direct Indirect
1 Mrs. Awuneba Ajumogobia Nil Nil Nil Nil
Chairperson
Nil Nil Nil Nil
2 Mr. David Wright
Managing Director Nil Nil Nil Nil
(Retired w.e.f November 30, 2021)
Nil Nil Nil Nil
3 Mrs. Bolarin Okunowo
Managing Director 1,215 36,555 1,215 Nil
(Appointed December 1, 2021)
Nil Nil Nil Nil
4 Mrs. Udo Okonjo Nil Nil Nil Nil
Independent Non-Executive Director Nil 445,696,097 Nil Nil
5 Ambassador Kayode Garrick
Independent Non-Executive Director
(Retiring by rotation at the Annual General
Meeting of June 16, 2022).
6 Mrs. Muhibat Abbas
Non-Executive Director
7 Dr. Vitus Ezinwa
Non-Executive Director
8 Mr. Folasope Aiyesimoju**
Non-Executive Director
** Mr. Folasope Aiyesimoju is the Group Managing Director of UACN and he indirectly controls the shares of UACN in CAP Plc.
10. ALTERNATE DIRECTORSHIP
There was no alternate directorship during the year under review.
37
CAP PLC | Annual Report and Financial Statements 2021
REPORT OF THE DIRECTORS
For The Year Ended 31 December 2021
11. SHAREHOLDING AND SUBSTANTIAL SHAREHOLDERS
The issued and fully paid-up share capital of the Company is N394,129,760 (Three Hundred and Ninety-Four Million, One
Hundred and Twenty- Nine thousand, Seven Hundred and Sixty Naira) divided into 788,259,520 (Seven Hundred and
Eighty-Eight Million Two Hundred and Fi y-Nine Thousand, Five Hundred and Twenty) Ordinary shares of N0.50k each.
In terms of significant shareholding (5% and above), the table below is instructive:
S/N Particulars of Shareholding Number of Shares Percentage (%) of Shareholding
1 UAC of Nigeria Plc 445,696,097 56.54
2 Stanbic IBTC Nominees Nigeria Limited 45,516,590 5.77
Other than the above, no other shareholder holds 5% and above of the Company's issued shares as of 31 December
2021.
12. RANGE ANALYSIS OF SHAREHOLDING
As at the end of 2021, CAP Plc's shares were held by 16,547 shareholders as analyzed below:
Range No. of Holders Holders % Holders Cum. Units Units % Units Cum.
1 - 999 4,936 29.83 4,936 1,627,886 0.21 1,627,886
1000 - 9999 8,940 54.03 13,876 29,178,945 3.7 30,806,831
10,000 - 99,999 2,278 13.76 16,154 61,994,652 7.87 92,801,483
100,000 - 999,999 16,506 92,164,708 11.69 184,966,191
1,000,000 - 9,999,999 352 2.13 16,543 81,905,093 10.39 266,871,284
10,000,000 - 99,999,999 37 0.22 16,546 75,692,139 9.6 342,563,423
100,000,000 - 999,999,999 3 0.02 16,547 445,696,097 56.54 788,259,520
1 0.01
Grand Total 788,259,520 100
16,547 100.00
13. DIRECTORS' REMUNERATION
CAP Plc ensures that remuneration paid to its Directors complies with the provisions of the Code of Corporate Governance
issued by its regulators and other relevant laws. In compliance with Section 34 (5) (f) of the SEC Code of Corporate
Governance for Public Companies, the Company makes disclosures of the remuneration paid to its Directors.
Package Type Description Period
Basic Salary Fixed Paid monthly during the financial year
Directors' fee Fixed This is part of the gross salary package Paid in the last quarter of the year
Sitting Allowance Fixed for the Executive Directors only Paid a er attendance at each meeting
Travel Allowances Fixed Paid in the first month of the year
This is paid annually to Non-Executive
Directors only
This is paid to Non-Executive Directors
only
This is paid annually to Non-Executive
Directors only
38
CAP PLC | Annual Report and Financial Statements 2021
REPORT OF THE DIRECTORS
For The Year Ended 31 December 2021
14. CORPORATE GOVERNANCE EVALUATION 18. WHISTLE BLOWING PROCEDURE
In line with the provisions of the Nigerian Code of The Company has a Whistle Blowing Procedure which
Corporate Governance 2018, an evaluation was carried ensures that reports are anonymously received, discretely
out to assess the level of the Company's compliance with investigated reported to the Audit Committee at its
corporate governance requirements. The exercise was quarterly meeting.
carried out internally by the Company Secretary as
permitted by the Nigerian Code of Corporate Governance 19. ACQUISITION OF OWN SHARES
2018. The level of compliance was adjudged to be
satisfactory. Our corporate governance strategy is The Company did not purchase any of its own shares
aspirational, ensuring on-going compliance improvements during the year.
with relevant codes of corporate governance as well as
the post-listing requirements of the NGX Regulation 20. THE NIGERIAN CODE OF CORPORATE
Limited. GOVERNANCE 2018 AND THE SEC
CORPORATE GOVERNANCE GUIDELINES
15. BOARD EVALUATION
The Company has substantially complied with the
To assess the effectiveness of the Board, the Board Securities and Exchange Commission's Corporate
Committees and of the individual Directors, a Board Governance Guidelines for Public Companies in Nigeria
evaluation was undertaken covering the period of the and the provisions of Nigerian Code of Corporate
financial year under review. This was carried out internally Governance 2018. The Company has adopted an
by the Company Secretary as permitted by the Nigerian aspirational approach, where identified gaps continue to
Code of Corporate Governance 2018. The performance of be closed to ensure full compliance.
the Board, Board Committees and individual directors
were adjudged to be satisfactory and necessary feedback 21. HUMAN RESOURCES REPORT
was communicated as appropriate.
CAP Plc makes it a paramount objective to hire individuals
16. COMPLAINT MANAGEMENT FRAMEWORK based on standards of merit and competence. Also, the
Company upholds a sound culture of providing
The Company has a Complaint Management Policy and continuous development and training for its staff to
Framework in place in accordance with the directive of the address knowledge gaps and provide new skill sets along
Securities and Exchange Commission on resolution of the Company's lines of responsibilities. Annually, trainings
complaints. This policy has also been uploaded on the are identified for staff and followed through in accordance
Company's website for public access. with an approved training plan meant to ensure that this
objective is achieved. The Company encourages easy
17. INSIDER TRADING AND PRICE SENSITIVE interaction between Management and other staff of the
INFORMATION Company so as to foster an atmosphere of warmth at
work and also to kindle the necessary synergy required for
The Company has a Securities Trading Policy which the Company's success.
prohibits the directors and employees from trading in the
Company's shares during periods they are in possession of 22. EMPLOYMENT OF DISABLED PERSONS
price sensitive information. The Company was in
compliance with the Securities Trading Policy during the The Company adhered to its age-long policy of non-
year under review. discrimination against disabled persons in 2021. The
Company had one disabled person on its payroll as at 31
December, 2021. All employees are treated equally and
39
CAP PLC | Annual Report and Financial Statements 2021
REPORT OF THE DIRECTORS
For The Year Ended 31 December 2021
are given equal opportunities to develop their careers; Employee Involvement
Disability is not a barrier to promotion or career
development in the Company. CAP Plc continues to pursue the “Great place to work”
global initiative which is aimed at creating a better society
23. H E A LT H , S A F E T Y A N D W E L FA R E O F of happier employees. To achieve this, an engaged work
EMPLOYEES culture is being entrenched Company-wide. A number of
communication initiatives were undertaken to determine
The Company approaches Health, Safety and Welfare the engagement level of employees and to ascertain areas
issues affecting staff with every sense of seriousness and of concerns of employees with a view to closing them. We
therefore maintains an insurance health care scheme with conducted an employee engagement survey in 2019 and
Health Maintenance Organizations (HMOs), licensed by have continued to focus on implementing the feedbacks
the National Health Insurance Scheme (NHIS) to provide from the survey results.
health insurance to employees in the private sector.
Through this arrangement, each employee, their Training and Staff Development
respective spouses, and dependents below the age of
eighteen (18) years are entitled to medical treatments in The Company recognizes training of its human resources
well-equipped, qualitative network of hospitals under the as an investment which adds value to the business. We are
scheme. therefore committed to the continuous development of
our workforce through courses and seminars organized
There is also an on-site clinic in the Company's premises internally and externally including overseas courses.
where first aid treatment can be administered to ailing Individual needs of each employee are considered in
staff. Safety regulations are in place within the Company's organizing training courses. Members of staff are also
premises and employees are regularly informed of the encouraged and assisted financially to embark on self-
regulations. development schemes to improve themselves both
academically and professionally.
There are contributory retirement benefit schemes for
both management and employees of the Company in Anti-corruption and Business Integrity
conformity with the Pensions Reform Act 2014.
CAP Plc does not give or receive whether directly or
The Company is committed to providing a safe working indirectly, bribes or other improper advantages for
environment for employees, contractors, customers and business or financial gain. No employee shall offer, give or
members of the public. receive any gi or payment which is or may be construed
as being, a bribe. Any demand for, or offer of, a bribe must
HIV/AIDS be rejected immediately and reported to management. No
employee will be criticized for any loss of business
The Company works to ensure a safe healthy working resulting from adherence to these principles. The
environment by providing basic HIV/AIDS training to Company's accounting records and supporting documents
inform, educate and train all employees about HIV/AIDS must accurately describe and reflect the nature of the
prevention, care and control. The Company does not underlying transactions. No undisclosed or unrecorded
discriminate against or dismiss any employee on the basis account, fund or asset will be established or maintained. A
of his or her HIV status. The HIV status and medical whistle blowing policy has also been put in place to
records of any individual will be considered and kept as encourage employees at all levels to alert and inform
strictly confidential. As much as possible care will be management of any negative development that might
taken to support such individuals by providing counselling impinge on the value, performance and/or image of the
and medical support services. Company before any harm is done. A KPMG ethics line is
also available to employees to report any violation that
40
CAP PLC | Annual Report and Financial Statements 2021
REPORT OF THE DIRECTORS
For The Year Ended 31 December 2021
24. DONATIONS AMOUNT (N)
500,000
The following were given by way of gi s and donations during the year: 29,193
3,892,231
2021 DONATIONS
209,735
S/N DESCRIPTION
1 Wimbiz Big Sister Program (Cash donation) 4,631,159
2 Wemabod Estate (Paint donation)
3 Renovation and Repainting St. Agnes School Maryland Phase 1 (Paint Donation,
Volunteers etc.)
4 Painting of National Union of Chemical Footwear Rubber Leather and Non-Metallic
Products (NUCFRLANMPE) Secretariat (Paint donation)
Total
25. EVENTS AFTER REPORTING PERIOD 2020, therefore, the independent auditors will be re-
appointed at the next annual general meeting of the
At the board meeting of 21st March 2022, Mrs Ifeoma Company without any resolution being passed. A
Chuks-Adizue (Chief Commercial Officer) and Mr Yomi resolution will however be proposed authorising the
Adenson (Chief Financial Officer) were both appointed as Directors to fix their renumeration.
Executive Directors of the company effective 1st April
2022. The appointments are subject to approval by the Dated this 21st day of March, 2022
shareholders at this meeting. BY ORDER OF THE BOARD
Apart from the above, there are no significant events, AYOMIPO WEY
which could have had a material effect on the state of Company Secretary
affairs of the Company as at December 31, 2021, that have FRC/2013/NBA/00000003124
not been adequately provided for or disclosed in these
financial statements.
26. PROPERTY, PLANT AND EQUIPMENT
Information relating to property, plant and equipment is
given in Note 14 to the financial statements. In the opinion
of the Directors, the market value of the Company's
property plant and equipment is not less than the carrying
value shown in the financial statements.
27. AUDITOR
Messrs. KPMG Professional Services, having satisfied the
relevant corporate governance rules on their tenure in
office have indicated their willingness to continue in office
as auditors to the Company. In accordance with Section
401(2) of the Companies and Allied Matters Act (CAMA),
41
CAP PLC | Annual Report and Financial Statements 2021
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
The Board of Chemical and Allied Products Plc (“CAP Plc” or the “Company”) is pleased
to present the Corporate Governance Report for the 2021 Financial Year. The report
provides insight into the operations of our governance framework and Board's key
activities during the year.
The Board recognizes that effective governance is a key imperative for strong corporate
performance and sustainable success of the Company. It operates on the understanding
that sound governance practices are fundamental to earning the trust of stakeholders,
which is critical to sustainable growth. The Company's corporate governance framework
is designed to align Management's and Board's actions with the interests of
shareholders whilst ensuring appropriate balance with the interests of other
stakeholders.
Our corporate governance compliance strategy is 1.2 Appointment Process
aspirational. It ensures on-going compliance with relevant
codes of corporate governance as well as the post-listing The Board appointment process is guided by transparent
requirements of the Nigerian Exchange and the NGX and high ethical standards. In other words, the process of
Regulation Limited. Our governance model is founded on appointment to the Board of CAP Plc is transparent and in
key pillars of accountability, responsibility, transparency, accordance with relevant regulatory laws and guidelines.
independence, fairness and discipline. CAP Plc is governed In compliance with the SEC Corporate Governance
under a framework that enables the Board discharge its Guidelines, the Nigerian Code of Corporate Governance
oversight functions, provide strategic direction to the and the Board's policy on process for appointment of
Company, take decisions and ensure regulatory directors, the Directors are selected based on their skills,
compliance. competence, experience and diversity. Upon approval by
the Board, the NGX Regulation Limited and the Corporate
1 THE BOARD Affairs Commission are notified of the appointments of
the candidates.
1.1 General
1.3 General Board Philosophy
The Board is responsible for developing the Company's
strategy and ensuring that its available assets are utilized The Board provides overall guidance and policy direction
towards the attainment of its set strategy and plans. The to Management and acts on behalf of Shareholders in the
Board performs supervisory oversight over management overall interest of stakeholders and is accountable to the
activities ensuring that the affairs of the Company are shareholders. It prides itself in people with a blend of
conducted in a manner that increases the value of experience and knowledge cutting across various lines of
shareholders' investments and is also beneficial to all the Company.
other stakeholders of the Company. In accordance with
best practices, as of December 31, 2021 the Board 1.4 Chairman and CEO Positions
comprises of seven (7) Directors made of up six (6) non-
executive directors (three of whom are independent) and In accordance with good corporate governance practices,
the Managing Director. The Board members are the positions of the Managing Director and that of the
professionals and business persons with vast experience Chairperson of the Board are occupied by different
and credible track record. persons and while the Managing Director is responsible
for implementation of the Company's business strategy
and the day-to-day management of the business, the
42
CAP PLC | Annual Report and Financial Statements 2021
CORPORATE GOVERNANCE REPORT
For The Year Ended 31 December 2021
Chairperson is not involved in the day-to-day operations b. Mrs. Bolarin Okunowo was appointed as the
of the Company and is not a member of any committee of Managing Director effective December 1, 2021.
the Board.
c. Dr. Vitus Ezinwa and Mr. Folasope Aiyesimoju
1.5 Non-Executive Directors were each appointed as Non-Executive Director
effective June 17, 2021 and October 5, 2021
The Non-Executive Board members possess strong respectively.
knowledge of the Company's business and usually
contribute actively at Board meetings. The NGX Regulation Limited, the Securities and Exchange
Commission and the Corporate Affairs Commission were
1.6 Independent Non-Executive Directors notified of the changes.
The Board consists of three (3) Independent Non- 1.8 Attendance at Board Meetings
Executive Directors who bring objectivity and
independent judgment to board deliberations. In The Board meets at least once in every quarter or as
accordance with the Nigerian Code of Corporate frequently as the Board's attention may be required on
Governance, the continued independence of the any situation which may arise. Sufficient notices with clear
Independent Non-Executive Directors is annually agenda and reports are usually given prior to convening
ascertained against set criteria. such meetings. A total of 100% attendance was recorded
at Board meetings in 2021. This displays the Board's strong
1.7 Board Changes commitment and unwavering dedication to the Company's
affairs whilst ensuring that the Company's best interest is
The following changes occurred during the year under protected.
review:
1.9 Board Meeting Attendance
a. Mr. David Wright retired from the Board of CAP
Plc as Managing Director effective November 30, A total of six (6) Board Meetings were held in the 2021
2021. Financial Year. The table below shows Directors'
attendance at the meetings.
Board Meeting Attendance
Total Percentage
S/N Members 22-03-2021 19-04-2021 17-06-2021 29-07-2021 08-11-2021 11-11-2021 number of of
Meetings Attendance
attended
1 Mrs. Awuneba Ajumogobia P P P P P P 6 100%
2 Mr. David Wright P P P P P P 6 100%
3 Ambassador Kayode Garrick P P P P P P 6 100%
4 Mrs. Udo Okonjo P P P P P P 6 100%
5 Mrs. Muhibat Abbas P P P P P P 6 100%
6 Dr. Vitus Ezinwa NYAM NYAM P P P P 4 100%
NYAM NYAM NYAM NYAM P P 2 100%
7 Mr. Folasope Aiyesimoju
KEY: P = Present NYAM = Not Yet a Member
43
CAP PLC | Annual Report and Financial Statements 2021
CORPORATE GOVERNANCE REPORT
For The Year Ended 31 December 2021
1.10 Board Committees Ÿ Ensure that the risk management framework is
integrated into the day-to-day operations of the
The Board exercises oversight responsibility through its business and provides guidelines and standards for
standing committees, each of which has its own Terms of administering the acceptance and on-going
Reference that clearly defines its purpose, composition, management of the Company's key risks;
structure, frequency of meetings, duties, tenure and
reporting lines to the Board. In line with best practice, the Ÿ To review the Company's risk management policies,
Chairman of the Board is not a member of any committee systems and procedures developed by management
and the Chairmen of the Committees are appointed by the and to confirm their consistency with the Company's
Board. The Board has three (3) standing committees, strategy and business plans;
namely: the Risk Management Committee, the
Remuneration and Governance Committee and the Board Ÿ To review and assess steps taken by management to
Audit Committee. While the various Board committees manage and mitigate identifiable risks, and review the
have the authority to examine issues within their remit and status of the Company's key risks at every meeting;
report their decisions and/or recommendations to the
Board, the ultimate responsibility for all matters lies with Ÿ To review the adequacy and effectiveness of the
the Board. Company's risk management and internal control
systems on a regular basis;
1.10.1 Risk Management Committee
Ÿ To ensure that the Company undertakes at least once
The Risk Management Committee is responsible for annually a thorough risk assessment covering all
overseeing the efficacy of risk management and the aspects of the Company's business and the results of
strength and appropriateness of control processes across the risk assessment are used to update the Company's
the Company. The Risk Management Committee is risk management framework;
constituted as follows:
Ÿ Review the level of the Company's compliance with
Mrs. Muhibat Abbas Chairperson/Non-Executive Director applicable laws and regulatory requirements which
may impact the Company's risk profile;
Mr. David Wright Member/Managing Director
Ÿ Periodically review changes in economic and business
(Member until his retirement with environment which may threaten the Company's
effect from November 30, 2021) business model, key strategies, future performance,
solvency and liquidity and make recommendations to
Mrs. Bolarin Okunowo Member/Managing Director the Board as appropriate;
(Member with effect from Ÿ Review and recommend for approval of the Board, at
December 1, 2021) least annually, the Company's I.T. data governance
framework;
Amb. Kayode Garrick Member/Independent
Non-Executive Director Ÿ Consider and recommend significant I.T. investments
and expenditure for the Company;
Dr. Vitus Ezinwa Member/Non-Executive Director
Mr. Folasope Aiyesimoju Member/Non-Executive Director Ÿ Make recommendations to the Board on capital
expenditure, specific projects and their financing,
The following are the Committee's terms of reference: within the overall approved plan;
Ÿ Oversee the establishment of a management Ÿ Make recommendations on management of
framework that defines the Company's risk policy, risk Company's cash and debt exposure/borrowings;
appetite and risk limit and recommend for approval of
the Board as well as assist the Board in its oversight of
risk management strategy;
44
CAP PLC | Annual Report and Financial Statements 2021
CORPORATE GOVERNANCE REPORT
For The Year Ended 31 December 2021
Ÿ Understand the principal risks to achieving the Ÿ Monitor risk management policies to ensure they are
Company's strategy; integrated into the Company's culture;
Ÿ Ensure that business profile and plans are consistent Ÿ Review quarterly risk management reports and make
with the Company's risk appetite; recommendation to the Board on appropriate actions;
Ÿ Assist the Board in overseeing risk management and Ÿ Ensure the Company's risk exposures are within
monitoring the Company's performance with regards approved risk control limits;
to risk management;
Ÿ Assess new risk-return opportunities;
Ÿ Review the process for identifying and analyzing
business level risk; Ÿ Review the structure for, and implementation of, risk
measurement and reporting standards, as well as,
Ÿ Agree and implement risk measurement and reporting methodologies;
standards as well as methodologies;
Ÿ Ensure disclosure of the Company's risk management
Ÿ Periodically review the key controls, processes and policies and practices in the annual report;
practice, including limit structure;
Ÿ Recommend to the Board for approval the authority
Ÿ Review and challenge all aspects of the Company's risk limits for all Executives (including the Managing
profile; key risk management practice; Director).
Ÿ Periodically evaluate the Company's risk profile, action The Committee met four (4) times in 2021. The table
plans to manage high risks and progress on the below shows Directors' attendance at the meetings.
implementation of these plans;
S/N Members Total number of Percentage of
03-16-2021 04-13-2021 07-27-2021 10-20-2021 Meetings Attendance
1 Mrs. Muhibat Abbas
2 Mr. David Wright attended 100%
3 Mrs. Bolarin Okunowo 100%
4 Ambassador Kayode Garrick PPPP 4 NYAM
5 Dr. Vitus Ezinwa 100%
6 Mr. Folasope Aiyesimoju PPPP 4
NYAM NYAM NYAM NYAM NYAM
PPPP 4
NYAM NYAM P P 2 100%
NYAM NYAM NYAM NYAM NYAM NYAM
KEY: P = Present NYAM = Not Yet a Member
1.10.2 Remuneration and Governance Committee
The Remuneration and Governance Committee is responsible for overseeing the Company's compliance with corporate
governance best practices; developing a process and policy for the appointment of directors; recommending the
remuneration of directors and senior management to the Board, examining the Company's human resources policy and
practices and making recommendations to the Board on ways of complying with international best practices.
45
CAP PLC | Annual Report and Financial Statements 2021
CORPORATE GOVERNANCE REPORT
For The Year Ended 31 December 2021
The Remuneration and Governance Committee is Ÿ Deal with all matters pertaining to executive
constituted as follows: management selection and performance, including set
the performance targets/criteria and evaluate the
Mrs. Udo Okonjo Chairperson/Independent performance of the Managing Director/CEO and make
Non-Executive Director recommendations to the Board on her performance;
Mrs. Muhibat Abbas Member/ Non-Executive Director Ÿ Develop a process for, and ensure that the Board
Amb. Kayode Garrick undertakes, an annual performance evaluation of
Member/Independent itself, its committees, the Chairman and individual
Non-Executive Director Directors, as well as the Company's corporate
governance practices.
Dr. Vitus Ezinwa Member/Non-Executive Director
Ÿ Ensure the development and periodic review of Board
The following are the Committee's terms of reference: charters, Board committee charters and other
governance policies, such as the code of ethics, conflict
Ÿ Review the structure, size, composition and of interest and whistleblowing policies among others;
commitment of the Board at least annually and make
recommendations on any proposed changes to the Ÿ Make input into the annual report of the Company in
Board; respect of Directors' compensation;
Ÿ Establish a formal and transparent process for Board Ÿ Review and make recommendations to the Board for
appointments, including establishing the criteria for approval on the Company's organizational structure
appointment to the Board and Board committees, and propose amendments;
reviewing prospective candidates' qualifications and
any potential conflict of interest; assessing the Ÿ Review and make recommendations to the Board on
contribution of current Directors against their re- group-wide staff appraisal, salary and compensation;
nomination suitability, and making appropriate
recommendations to the Board; Ÿ Development of a formal, clear and transparent
framework for the Company's remuneration policies
Ÿ Identify individuals suitably qualified to become Board and procedures;
members and make recommendations to the Board for
nomination and appointment as Directors; Ÿ Recommendation to the Board on the Company's
remuneration policy and structure for all Directors and
Ÿ Periodically determine the skills, knowledge and senior management employees;
experience required on the Board and its committees;
Ÿ Reviewing the Company's Human Resources Policy for
Ÿ Ensure that the Company has a formal program for the compliance with international best practises and
induction and training of Directors; therea er recommend same to the Board for approval;
Ÿ Undertake the annual assessment of the independent Ÿ Advising the Board on all Human Resources related
status of each INED; issues which may from time to time be referred to it by
the Board;
Ÿ Ensure that the Company has a succession policy and
plan in place for the Chairman of the Board, the Ÿ To consider such staff matters as may from time to
MD/CEO and all other Executive Directors, Non- time be referred to it by the Board and Management of
Executive Directors and senior management positions the Company.
to ensure leadership continuity. Succession planning
should be reviewed periodically, with provision made
for succession in emergency situations as well as long-
term vacancies;
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CAP PLC | Annual Report and Financial Statements 2021
CORPORATE GOVERNANCE REPORT
For The Year Ended 31 December 2021
The Committee met four (4) times in 2021 and recorded 100% attendance by all its members. The table below shows
Directors' attendance at the meetings.
Total number of Percentage of
Attendance
S/N Members 03-16-2021 06-15-2021 10-04-2021 10-20-2021 Meetings
100%
1 Mrs. Udo Okonjo attended
2 Ambassador Kayode Garrick
3 Mrs. Muhibat Abbas PPPP 4
4 Dr. Vitus Ezinwa
P P P P 4 100%
P P P P 4 100%
NYAM NYAM P P 2 100%
KEY: P = Present NYAM = Not Yet a Member
1.10.3 Board Audit Committee Ÿ To continuously review the effectiveness of the
Company's system of accounting and internal control;
The Board Audit Committee is tasked with providing
assurance to the Board as to the veracity of the financial Ÿ To make recommendations to the Board with regards
statements and the strength and appropriateness of to the appointment, removal and remuneration of the
control processes across the Company. external auditors of the Company;
The Committee is constituted as follows: Ÿ To authorize the internal auditor to carry out
investigations into any activities of the Company which
Mrs. Muhibat Abbas Chairperson/ may be of interest or concern to the Committee;
Mrs. Udo Okonjo Non-Executive Director
Amb. Kayode Garrick Ÿ Exercise oversight over management's processes to
Member/Independent ascertain the integrity of the Company's financial
Non-Executive Director statements, compliance with all applicable legal and
other regulatory requirements; and assess the
Member/Independent qualifications and independence of the external
Non-Executive Director auditors, and the performance of the Company's
internal audit function as well as that of the external
The following are the Committee's terms of reference: auditors;
Ÿ To monitor the integrity of the financial statements of Ÿ Ensure the establishment of, and exercise of oversight
the Company and ascertain whether the accounting on the internal audit function which provides
and reporting policies of the Company are in assurance on the effectiveness of the internal controls.
accordance with legal requirements and agreed ethical On a quarterly basis, obtain and review a report by the
practice; internal auditor describing the strength and quality of
internal controls including identification of any issues
Ÿ To review the scope and planning of the Company's or recommendations for improvement raised by the
audit requirements with the external auditor; most recent internal audit review of the Company;
Ÿ To review the findings in management letters in Ÿ Ensure the development of a comprehensive internal
conjunction with the external auditor and audit framework for the Company, obtain appropriate
departmental responses thereon; (internal and or external) assurance and report
annually in the Company's audited financial report, on
47
CAP PLC | Annual Report and Financial Statements 2021
CORPORATE GOVERNANCE REPORT
For The Year Ended 31 December 2021
the design and operating effectiveness of the Ÿ Preserve auditor independence by setting clear hiring
Company's internal controls over the financial polices for former employees of external auditors;
reporting systems;
Ÿ Review the independence of the external auditors in
Ÿ Oversee the process for the identification of fraud line with the policy referred to above prior to their
risks across the Company and ensure that adequate appointment to perform non audit services to ensure
prevention, detection and reporting mechanisms are in that where approved non-audit services are provided
place; by the external auditors, there is no real or perceived
conflict of interest or other legal or ethical
Ÿ Discuss the interim or annual audited financial impediment;
statements as well as significant financial reporting
findings and recommendations with management and Ÿ Ensure the development of related party transaction
external auditors prior to recommending same to the policy and monitor its implementation by
Board for their consideration and appropriate action; management. The Committee should consider any
related-party transaction that may arise within the
Ÿ Maintain oversight of financial and non-financial Company;
reporting;
Ÿ At least once every year, the Committee should hold a
Ÿ Review and ensure adequate whistle-blowing policies discussion with the head of internal audit function and
and procedures are in place and that the issues the external auditors without the presence of
reported through the whistle-blowing mechanism are management to facilitate an exchange of views and
summarized and presented to the Board; concerns that may not be appropriate for open
discussion.
Ÿ Develop a policy on the nature, extent and terms under
which the external auditors may perform non-audit The Committee met four (4) times in 2021 in line with its
services; Terms of Reference. The table below shows Directors'
attendance at the meetings.
Total number of Percentage of
Attendance
S/N Members 03-18-2021 04-15-2021 07-28-2021 10-19-2021 Meetings
100%
1 Mrs. Muhibat Abbas attended 100%
2 Ambassador Kayode Garrick 100%
3 Mrs. Udo Okonjo PPPP 4 KEY: P = Present
PPPP 4
PPPP 4
2. THE STATUTORY AUDIT COMMITTEE
By virtue of section 404 (2) of the Companies and Allied Matters Act No 3 of 2020, every public Company is required to
establish a Statutory Audit Committee (“SAC”).
In the period under review, the SAC had 5 (five)Members as follows:
1. Prince Bassey Manfred Chairperson/Shareholder
2. Mrs. Abigail Olufolake Olaaje Member/Shareholder
3. Mrs. Samiat Adebanke Odunuga Member/Shareholder
4. Mrs. Muhibat Abbas Member/Non-Executive Director
5. Mrs. Udo Okonjo Member/Independent Non-Executive Director
48
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