VFD-2021 Annual Report -

CONSOLIDATION.
STABILITY.
FOCUS.

202C1oAnsnonliudaatlioRne•pSotarbtil&ityF•inFoacnucsials 1



TABLE OF CONTENTS

Corporate Profile 5

• About the company 6
• Key Businesses milestones 10
• Performance Highlights 15
• Board of Directors’ Profile 17
• Management Team Profile 17

• Business MD’s 17

Strategic and Business Report 23

• Chairman’s Statement 24
• Group MD’s Report 25
• Sustainability Report 28

Governance 37

• Corporate Governance 38

• Directors Report 43

• Statutory Audit Committee Report 47

• Statement of Directors’ Responsibilities 53

• Statement OF VFD Group Board Evaluation 57

• Independent Auditors Report 67

Financial Statements 69

• Consolidated and separate statement of financial position 70

• Consolidated and separate statement of comprehensive income 71
• Consolidated and separate statement of changes in equity 72
• Notes to the consolidated and separate financial statements 74
•

Risk Review 37

• Bespoke enterprise risk management 67

• Risk management framework 67

• Risk management philosophy, appetites and objectives 67

• Credit risk management 67

• Liquidity risk management 67

• Market risk management 67

• Operational risk management 67

• Strategic risk management 67

• Reputational risk management 67

Shareholder/Investor Information 141

• Notice of Annual General Meeting 142
• Corporate Information 142
• Proxy Form 145
• Dematerialization Form for Migration 147
• E-Dividend Mandate Activation Form 149
• E-Share Registration Application Form 151
• E- service/Data Update Form 153

Consolidation • Stability • Focus 3



01

CORPORATE
PROFILE

• ABOUT THE COMPANY
• KEY BUSINESSES MILESTONES
• PERFORMANCE HIGHLIGHTS
• BOARD OF DIRECTORS’ PROFILE
• SUBSIDIARY MDS PROFILE
• MANAGEMENT TEAM PROFILE

ABOUT THE COMPANY

As a leading proprietary investment company that
promotes innovation in diverse sectors, VFD Group has
the insight, creativity, and audacity to optimize value,
evaluate trends, and convert businesses to credible
investment opportunities.

With a clear vision of becoming industry Owing to this feat, we launched the VFD Bank
agnostic, we have a dedicated team that is App in 2019, with numerous ingenious features.
armed with extensive multi-sector expertise Asides having over 300,000 customers, we
as we build positive and socially conscious have recorded over 10,000 downloads and
ecosystems and continue to expand across a counting. The App currently ranks as one of
wide range of sectors which includes financial the top finance Apps in the iOS app store.
services, hospitality & real estate, technology,
power, telecommunication to mention a few. Anchoria Asset Management, one of our
Our portfolio investments have recorded portfolio companies, was ranked second-best
incremental growth within Nigeria and performing mutual fund in September 2020
beyond. and won the Fixed Income Manager of the
year at the 2021 Mutual Funds Outlook and
Incorporated in 2009 with an initial focus of Awards organized by Business A.M.
applying innovative thinking to providing and
expanding access to formal financial services, In line with our vision to establish a firm
VFD Group has evolved into becoming one foothold in various ecosystems across the
of the indigenous proprietary investment continent, we received an approval in principle
boutiques with over 40 portfolio companies from the CBN following our application for
laced with immense opportunities for value the IMTO license, which has helped to expand
creation. our footprints in the foreign exchange market
as we pair with our existing UK remittance

6 VFD Group plc 2021 Annual Report & Financials

HIGHLIGHTS +31%

+74% YOY
GROWTH
GROSS
EARNINGS from N81.6bn to
N107bn
from N8.4bn to
N14.5bn +96.9%

+9.75% OPERATING
EXPENSES
PROFIT
BEFORE from N3.2bn to
TAX N6.3bn

from N4.1bn to
N4.5bn

license portfolios in our consolidated asset base. We also established
technical partnership in Ghana to offer digital banking solutions in the
country.

Through HEREL, our real estate investment company, we continue to
provide real estate solutions and provide value to large institutions and
individuals. We also launched Boardroom Apartments, an exclusive guest
house that offers premium accommodation, conference, and dining
services.
Our successful exits from NEM Insurance Plc in 2018, accrued us a 43%
return on investment and a clear objective to resolve Germaine Auto
Centre’s financial challenges and turn the company around for profits led
to a 25% return on investment in Q1 of 2019.

With over 12years of existence, a milestone that could have only been
possible through strategic insight and consistently providing innovative
investment solutions to our partners, we continue to sustain and improve
on our market leadership, cross-border opportunities and position our
portfolio companies for expansion within their existing markets.

Consolidation • Stability • Focus 7

BOARD OF DIRECTORS

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

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

.

ADENIYI ADENUBI Adeniyi Adenubi is the Director, Governance
and Government Relations of VFD Group Plc.
Executive Director, He has over 10 years of hands-on experience in
Governance, Government Private Equity, Venture Capitalism and Financial
and Subsidiary Relations Advisory. He also has a specific oversight on
Corporate Governance He has played Financial
Advisory roles to numerous firms in Nigeria and
in the United Kingdom, most notably with the
Royal Bank of Scotland and ATOS Consulting.

JOHN OKONKWO John has several years’ experience in Finance,
Audit, Risk Management, Sustainability Services
Group Executive and Corporate Governance Services. He was
Director/COO the Chief Financial Officer at Heirs Holdings
Limited and was previously the Head of Business
8 VFD Group plc 2021 Annual Report & Financials Assurance & Compliance in the same company.
Prior to joining Heirs Holdings Limited in June
2012, he was a Manager in the Internal Audit,
Risk & Compliance Services division of KPMG.
John is a Fellow of the Institute of Chartered
Accountants of Nigeria (ICAN).

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

NON-EXECUTIVE DIRECTORS

NGOZI Ngozi is a lawyer with over a decade of
AGHANYA legal experience and comes with a wealth of
experience in corporate & commercial legal
transactions, particularly within the finance
industry.

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

Azubuike is a resourceful financial service
specialist with experience in retail and
commercial banking and worked with Zenith
Bank before joining Maxxon Pro Service Inc.
in Canada where he worked as an Investment
Advisor/Financial Planner.

Consolidation • Stability • Focus 9

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

JEWEL Jewel has over 15 years’ experience in Chemical
OKWECHIME and Environmental Engineering, developing
and leading long-term strategic objectives that
resulted in positive growth and innovation.

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

SULEIMAN Suleiman is a business strategist with vast
LAWAL experience in project management and proven
leadership & management skills in challenging,
multicultural, & fast-paced environments.

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

10 VFD Group plc 2021 Annual Report & Financials

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

Ayodele is currently the Managing Partner, 213
Capital, Lagos. Prior to starting 213 Capital, he
has expertise spanning Investment, Consulting,
Business Development and so on. With over 15
years’ experience, Ayodele has spent his time
at FDHL Group, Acorn Petroleum Plc, Leadway
Assurance Company Chapelhill Denham Group.
He started his career as a foreign currency trader
in Access Bank plc. Ayodele is a graduate of
Basic Medical Services from the University of
Ibadan, Nigeria and a Postgraduate in Business
Administration from Heriot-Watt University,
Edinburgh Business School, Edinburgh, UK. He
has a master’s degree in finance from the London
Business School.

Consolidation • Stability • Focus 11

BUSINESS LEADERSHIP

GBENGAOMOLOKUN OLAPOSI LAWORE

Managing Director of Managing Director of
VFD Microfinance Bank
Dynasty Real Estate

AMANDA OMOGIAFO NKECHI AZUBUIKE

Managing Director of Managing Director of Anchoria
Xenia Lifestyle Investment and Securities Limited

AZUBIKE EMODI KANAYO ENI-IKEH

Acting Managing Director/CEO of Managing Director/CEO
Anchoria Asset Management Limited ATIAT Leasing Limited

12 VFD Group plc 2021 Annual Report & Financials

MANAGEMENT TEAM

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

JOHN OKONKWO John is the Group Executive Director and
Chief Operating Officer. He has several years’
Group Executive experience in Finance, Audit, Risk Management,
Director/COO Sustainability Services and Corporate
Governance Services. He was the Chief Financial
Officer at Heirs Holdings Limited and was
previously the Head of Business Assurance &
Compliance in the same company.

ADENIYI ADENUBI Niyi Adenubi has over 10 years of hands-on
experience in Private Equity, Venture Capitalism
Executive Director, and Financial Advisory.
Governance,
Government and
Subsidiary Relations

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

OBIAAJUM CHIMBO Obiaajum Chimbo has 18 years of proven
experience in Risk Management, Branch
Head, Risk Operationist, Branch Operations, Internal Control
Management and Customer Experience Management. Prior to
and Compliance joining VFD Group, he has worked in different
capacities across Nova Merchant Bank, Access
Bank Plc, and Universal Trust Bank. He holds an
M.Sc. In Economics from the University of Ibadan,
a management program at Wharton and B.Sc. in
Mathematics from the University of Ibadan. Obi
is a member of ACI (Treasury dealer certificate),
a Certified Risk Specialist (CRS) and an FRM
(Financial Risk Manager) Candidate.

Consolidation • Stability • Focus 13

EFETURI Efeturi Doghudje leads, the Marketing and
DOGHUDJE Corporate Communications Unit. She is a
Communications Specialist with over fourteen
Head, Marketing years of experience in marketing, public
and Corporate relations, digital media strategy, branding,
Communications and management, spanning various industries
including media, banking, and civil service.
Efeturi has an M.Sc. in Media and Communication
Studies from the Pan Atlantic University, Lagos.
She is an associate member of the Advertising
Practitioners Council of Nigeria (APCON);
member, International Association of Business
Communicators (IABC).and a member, Chartered
Institute of Public Relations (CIPR).

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

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

14 VFD Group plc 2021 Annual Report & Financials

02

STRATEGIC AND
BUSINESS REPORT

• CHAIRMAN’S STATEMENT
• GROUP MD’S REPORT
• SUSTAINABILITY REPORT

OLATUNDE
BUSARI (SAN)

FCIS, C.ARB

CHAIRMAN’S STATEMENT

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Members of the Board of Directors, Ladies, and As an organization, we will always be
Gentlemen, and Distinguished Shareholders, I measured by how much value we deliver to our
am delighted to extend a warm welcome to shareholders, our employees, our community,
you at our company’s 6th Annual General and all stakeholders; and I am excited that
Meeting. our performance demonstrates yet another
successful year of delivering across board.
The year 2021 came with some respite from
the effect of the Covid-19 pandemic. Globally, In line with the dictates of my office, I
people adapted to the new normal, while the will provide an overview of the business
distribution of the vaccines spurred businesses environment, summarize our performance for
from the dearth of 2020 and a general the previous year, and outline our expectations
economic turnaround in most economies. for the year ahead.

I am proud of the Group’s leadership and their MACROECONOMIC OUTLOOK &
commitment to steering the ship in difficult OPERATING ENVIRONMENT
times. I am equally proud of the workforce we
have today, a talented and motivated team. Global GDP was expected to grow by 6%
They are the core of our success. in 2021 as economic recovery continued
amid the resurging pandemic. Early growth

Consolidation • Stability • Focus 17

-4.9% recorded in most countries was pared back in the second half of the
year, with the resurgence of new variants of the virus influencing the
PROJECTED reinforcement of lockdown restrictions in different countries. However,
GDP DECLINE global GDP remained positive.

FROM AN Back home, Nigeria recorded a GDP growth of 3.4% in 2021, a turnaround
ANNUAL from 2020, and the strongest growth in seven years since 2014. Inflation
GROWTH RATE rate closed at 15.63% in December after opening at 16.47% at the start
OF 2.9% IN of the year. Despite the fall in the inflation figures through the year,
there was a rise in the food price index that was caused by an increase
2019 in prices of essential food products largely driven by an elevated level
of uncertainty in food-producing states.
N360
NGR / $1 IN Economic expansion continued to be driven by the non-oil sector
Q1 2020, BUT (4.73%) while the oil sector shrank by 8.06%, reflecting lower oil output
as the average daily crude oil production stood at 1.50 mbpd, down
CLOSED AT from 1.57 mbpd in Q3 and 1.56 mbpd a year ago.
N410/$1 IN
DECEMBER The exchange rate faced intense pressure, and the Central Bank of
Nigeria (CBN) adopted the Investors’ and Exporters’ FX window to
2020 strengthen the currency stability. The naira closed at N435/$1 in Dec
2021 from N410/$1 at the beginning of the year.

FINANCIAL PERFORMANCE

Our financial performance demonstrates the effectiveness of our
strategy in generating revenue, and the ongoing expansion phase
our company is in, with significant cost growth. However, it remains
a year where we recorded our highest pre-tax profit ever, with
PBT growth of 9.75% year on year to N4.5bn (2020: N4.1bn). Gross
earnings increased by 74% to N14.5bn (2020: N8.4bn), while operating
expenses for the year grew by 96.9% to N6.3bn (2020: N3.2bn).

Total assets stood at N107bn (2020: N81.6bn), a 31% year-on-year
growth, and a reflection of the Group’s investment growth trajectory.

SUPPORTING OUR COMMUNITY

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

18 VFD Group plc 2021 Annual Report & Financials

given to families in Olowogbowo Methodist School and the Nigerian +74%
Immigration Services.
GROSS
Our ESG report provides a comprehensive overview of these activities. EARNINGS

GROWTH & 2022 FOCUS from N8.4bn to
N14.5bn
The world has come to terms with the coronavirus pandemic and has
begun to live with it. We expect macroeconomic indices to remain +31%
positive this year, with further optimization of the redundancies caused
by Covid-19. YOY
GROWTH
While we remain optimistic with our outlook, we would position
ourselves to take advantage of opportunities that will be presented from N81.6bn to
during the year. We would also focus on consolidating our existing N107bn
businesses interest and drive our vision of becoming a commercially
viable proprietary investment company with global influence. We will +9.75%
seek cross border opportunities that enables us access new market,
investment in new industries to help us aggregate the service offerings PROFIT
of our existing portfolio companies, and continued collaborations BEFORE
within and outside our ecosystem to build a platform that allows us TAX
ring-fence stakeholder value chain.
from N4.1bn to
APPRECIATION N4.5bn

As we conclude this period, I want to use this opportunity to thank +96.9%
everyone for your continued commitment and faith in this organisation.
OPERATING
On behalf of the Board, I would like to express our heartfelt appreciation EXPENSES
to all our shareholders and business partners for their unwavering
support. Finally, I would like to thank the Leadership, Staff, and the from N3.2bn to
Board for your hard work and dedication towards achieving our shared N6.3bn
goal.

I appreciate you all.

OLATUNDE BUSARI (SAN),

FCIS, C.Arb

Consolidation • Stability • Focus 19

NONSO
OKPALA

GROUP MANAGING
DIRECTOR, VFD GROUP

GROUP MANAGING
DIRECTOR’S STATEMENT

Dear Esteemed Shareholders,
I am delighted to welcome you all to our
Company’s 6th Annual General Meeting (AGM).
We thought the world would have returned to
normalcy by this time last year, but that is still a
work in progress as uncertainty has become the

new normal.

I hope you all did well in the face of the quick decision making across the board and
challenges that 2021 presented. I would like to hastening our evolution to a mature company.
thank you for your unwavering understanding, One of these critical decisions concerned our
support, and faith during these extraordinary evolving business model. We used to operate
times. as a Group of companies, with a focus on the
centre to provide shared services. However,
Without a doubt, 2021 was a different year. with the significant increase in the number
It was difficult for everyone, including our of our investee companies and the strain on
clients, employees, and community members. the centre, it became necessary to give the
In addition to the pandemic’s complexities, investee companies a great deal of autonomy.
there were significant shifts in international To ensure aligned strategic direction and drive
relations, the global economy, and the overall optimal performance, we have effectively
macro environment on the domestic front, restructured our business model to that of
including dislocation of the fixed income an investment holding firm, with oversight on
market and a rise in yield relative to historic portfolio companies through the governance
lows in 2020. function.

Regardless of the macroeconomic and We are creating an ecosystem unlike any other.
socioeconomic environment, we have Today, our ecosystem provides a mechanism
remained nimble as a company, ensuring for entities to leverage technology, improve

Consolidation • Stability • Focus 21

MAJOR operational efficiency through shared Total assets
CONTRIBUTORS services, optimize service delivery through grew by
lower customer acquisition costs, and 85% from
TO OUR increase earnings through a developed cross-
LANDMARK selling, up-selling, and loyalty framework. N44.23
PERFORMANCE These, along with other benefits, represent billion in
the competitive advantage that our 2019 to
INVESTMENT portfolio companies have today, and what
INCOME future partners and portfolio companies can N81.68
expect. billion
FROM OUR
EUROBOND The magnitude of our expansion demands a in 2020
PORTFOLIO need to streamline our investment outlook whilst
into specific pillars that allow for effective shareholders’
INTEREST and efficient management. These are the funds grew
INCOME foundational elements: by
71% from
FROM LENDING • Banking – which seeks to harness our
ACTIVITIES historical strength N5.21 billion
in 2019 to
FX • Capital Market – our bouquet of capital
VALUATION market players and investment banking N8.91
offerings, including investment in the billion
GAINS exchanges
in 2020.
EARNINGS • Technology – our platform for service
delivery and aggregating ecosystem
FROM OTHER benefit
SUBSIDIARIES
• Real estate and hospitality – where
we are establishing a chain of luxury
brands, focused on value optimization,
cross border expansion and superior
returns

• Infrastructure and Energy – which
provides a platform to leverage our
balance sheet and access to long-term
cash flow

• Portfolio Companies – including other
diverse investments with compelling
commercial upside

22 VFD Group plc 2021 Annual Report & Financials

#242,576 N6.6bn

REGISTERED CUSTOMER
USERS DEPOSIT

#11,700 Jan 2020 N0.6bn Jan 2020

#607,000 N25.2bn

MONTHLY MONTHLY
TRANSACTION TRANSACTION
COUNT VOLUME

#15,700 Jan 2020 N2.12bn Jan 2020

Along with these, we will continue to evaluate by 44% from previous levels to N10.5 billion
all of our investments in terms of their value in 2021. This increase in earnings resulted
to our ecosystem. Our strategic acquisition in a profit before tax of N4.46 billion, a 10%
of stakes in the National Association of increase over the previous year.
Securities Dealers (NASD) and Nigerian
Exchange Group (NGX), Nigeria’s two leading Total assets increased by 31% from N81.6
exchange businesses, is one of these recent billion in 2020 to N107 billion in 2021, while
investments that scored highly against shareholders’ funds increased by 80% from
our assessment framework. In our opinion, N9.9 billion in 2020 to N17.8 billion in 2021,
technology will forever change the delivery including capital raised from the year-end
of financial products and instruments via rights offer and retained earnings.
fintech platforms, and the exchange business
will remain the most viable platform to Investment income from our Eurobond
ensure mass retail delivery within appropriate portfolio, interest income from lending
regulatory frameworks. activities, earnings from other subsidiaries,
brokerage income, and foreign exchange
OUR 2021 FINANCIAL valuation gain were the major factors that
SCORECARD contributed to this performance.

2021 was another year in which the Group’s We are pleased to propose a dividend of
strategic direction was validated, as we met all N10.79 naira per ordinary share, based on the
of our strategic milestones and outperformed Group’s strong performance and dividend
on all key financial indicators. policy. This is still subject to approval at the
Annual General Meeting.
The Group generated gross earnings of N14.5
billion in 2021, a 74% increase from N8.4 billion
in 2020, and operating income increased

Consolidation • Stability • Focus 23

35% VFD GROUP VALUE ASSESSMENT

ACQUISITION OF Regardless of how impressive the financials are, they do not provide a
STAKE IN ABBEY complete picture of our company’s unrealized, intrinsic value. I’ll mention
MORTGAGE BANK a few things that support this claim. The first is the enormous ability
to leverage the company’s and investee companies’ balance sheets for
51.1% onward investments that complement our existing ecosystem.

TOTAL ASSET Second, with our diverse portfolio of investments and products and
GROWTH TO CLOSE services, we are well positioned to maximize synergy for improved
delivery and efficiency through technology adoption and application.
AT N18.5BN. The Group and its affiliated companies will benefit from significant cost
savings in delivery, increased customer loyalty as a result of compelling
cross-selling benefits, and improved adoption mechanisms for our
early-stage businesses. This is reflected in the deals and opportunities
presented to us by owners and promoters who will gladly offer
discounted investment pricing in exchange for these ecosystem-based
benefits.

Finally, several of our compelling investments have yet to be listed on
exchanges, creating a gap in marketability, and establishing true value.
While this is to be expected as part of these companies’ developmental
growth trend, it clearly demonstrates intrinsic value that is not reflected
in the Group’s annual report.

As previously stated, the full impact of the value created has not been
reflected due to a lag period. We are, however, pleased with our progress
thus far and, as such, urge you, our valued shareholders, to increase
your support and investment in the business, as we are committed to
building a brand that will provide a compelling return in the medium to
long term.

ASSESSMENT OF 2021 STRATEGIC ACTIVITIES

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

24 VFD Group plc 2021 Annual Report & Financials

The following are the most significant of these accomplishments:

1. VFD Capital Raise: The Group successfully raised additional capital
through a Rights Issue to support ongoing expansion plans. We
raised N4.13 billion. This, together with retained earnings, brings
the shareholders’ funds to N17.8 billion, up from N9.9 billion. As a
result, this represents an increase of 80% over the previous year.
Our shareholder base grew from 111 to 139, broadening our investor
base even further.

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

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

4. Roll-Out of Special Investments: Last year, I expressed our desire
to establish special investment entities with five distinct focus
areas. We have successfully established four of these companies,
which are in various stages of implementation.

• Herel is our real estate and hospitality investment vehicle, with
a focus on delivering value in the luxury and mid-tier service
segments in Nigeria and beyond. Herel was founded in 2021, with
a further capital raise of N20 billion. It has also made investments
in O’Spaces, a leading indigenous real estate development firm,
and HSE Gourmet. The company will acquire assets outside of
the Nigerian market to expand in the hospitality sector. Aside
from aligning with our cross-border strategy, this allows us to
hedge our revenue stream with foreign currency receivables.

Consolidation • Stability • Focus 25

• ARTSPLIT, our arts and collectibles investment, is a real-time trading technology
company that allows you to buy or own shares (also known as splits) of prestigious
African artworks. It was founded in Nigeria last year, with plans for strategic
geographical expansion into Ghana, South Africa, and the United Kingdom.

• Asfalizo Acquisition is an Energy & Power acquisition firm with the specific mandate
of acquiring and optimizing existing but strategic assets for optimal returns. The
company is currently looking into acquiring some power assets this year.

• Venture Platforms is one of Nigeria’s leading venture capital firms, investing in pre-
seed to Series A and funding across multiple African sectors. We signed an agreement
to join as a limited partner in their 4th fund in H2 2021. This is a $2 million commitment
that can be called upon over a 5-year period. We believe that this collaboration will
allow us to leverage the Venture Platform team’s expertise and experience in the tech
start-up field, as well as provide an opportunity for significant Alpha.

Our public-traded entities will invest on a case-by-case basis. And our investments
in the National Association of Securities Dealers (NASD) and the Nigerian Exchange
Group (NGX) this year are a clear indication of this.

OUR PEOPLE

We have been able to reinforce our culture as a people-centric organization over the last two
years. Despite a decrease in COVID-19 infection rates due to the availability of vaccines in early
2021, we maintained the majority of our safety protocols. Particularly notable is the flexible work
structure, which allows employees to work from home.

We also revamped our training and employee welfare programs to boost employee productivity
and promote employee ownership through a staff share scheme. To build a motivated workforce
focused on executing and delivering on our strategic priorities, we intend to make our organization
more agile and to embed our entrepreneurship culture.

We will continue to embody the apprentice system to develop an entrepreneurial mindset, guided
by this guiding philosophy. The VFD Apprentice/Entrepreneurial Growth Path (VAEGP) is what we
call it, and its highlights are as follows:

1. We seek out young, ambitious individuals.
2. We train and mentor them in order to help them develop their technical and leadership

skills.
3. We provide them with accelerated opportunities in leadership positions within the Group

to assess their readiness for leadership.
4. We give them the opportunity to lead any of our investee companies by providing them

with performance-based stock options that can grant them a significant stake in the
companies.

26 VFD Group plc 2021 Annual Report & Financials

Today, employees who have gone through STRENGTHENING THE BOARD –
various stages of this process lead five of CORPORATE GOVERNANCE
our portfolio companies, and their success
validates our employee value proposition. We made some changes to the company’s
At VFD Group, we believe that a productive Board of Directors during the year. Mr. Victor
alignment of the Group’s and its employees’ Fagbamila and Dr. Samuel Onyishi resigned
interests is critical to the firm’s success. We and retired from the board, respectively.
also believe that exceptional leaders are I would like to thank them on behalf of the
critical to our business model’s success. As a Board of Directors for their selfless service
result, when we find them, we keep them at and contribution to the company’s growth.
all costs. As a result, Mr. Kelvin Orogun and Mr. Femi
Akinware were appointed as non-executive
COMMUNITY INVOLVEMENT & directors to the Board.
SUPPORT
Kelvin is the founder and CEO of Cashpot
Given the Pandemic’s continued prevalence Limited, as well as a well-known entrepreneur
throughout the year, as well as the mutation who serves on the boards of several other
seen in the second half of the year, we businesses. Kelvin has extensive leadership
focused our community efforts on providing experience and knowledge in remittance,
relief materials to communities where our finance, strategy, and electronic banking.
businesses operate. We also contributed to
Olowogbowo Secondary School and the Femi has over 24 years of successful
Nigerian Immigration Services. leadership experience in telecommunications
and IT consulting. He has extensive experience
Furthermore, the Group hosted events in mergers and acquisitions and is a serial
such as the Capital Market Correspondents investor who has supported numerous start-
Association of Nigeria’s Annual Workshop, the up companies.
Awo and Aremu Stage Play Private Hosting,
the These Resent Times Art Exhibition, the In addition, Mr. Folajimi Adeleye and Mr.
Nigerian-British Chamber of Commerce John Okonkwo were appointed as Executive
17th Presidential Inauguration Dinner, and Directors in charge of Finance and Operations,
the Endeavor Catalyzing Conversation 3rd respectively.
Entrepreneurship Summit.
Folajimi has over 14 years of audit and advisory,
We will continue to support the community financial reporting, and financial management
and the environment, and our strategy for experience. He has been a member of
doing so is outlined in the ESG section of this the Group’s leadership since 2018, and his
document. appointment reinforces our culture of laying
the groundwork for exceptional leadership.

Consolidation • Stability • Focus 27

Prior to joining the Group, John had 18 years of multi-disciplinary experience, including roles in
business assurance, compliance, internal audit, risk, and a leadership role as a chief financial officer.

As part of our process of aligning shareholder interest in the Group with Board representation, the
Board approved a Director’s Appointment Policy to ensure that shareholders with a minimum of a
10% stake in the Company have the right to Board representation. This is necessary for improved
governance and stable board leadership. It also aims to reward investors who have made large
bets on the company.

One of our ongoing priorities is to ensure that we have a strong Board, and I am confident that
we now have one that can hold the company accountable and critically inform decision making.

LOOKING AHEAD

A new fiscal year has begun, providing us with yet another opportunity to demonstrate our
dedication to performance and value creation. While our focus in 2022 will be on accelerating our
cross-border expansion plan, we will also build on our existing business success to drive growth
and profitability.

• Business Consolidation: To make the best use of the Group’s resources, we are reviewing
the structure of some of our businesses to identify those with similar lines of business
for possible mergers. This will strengthen the new entity’s position and performance.
We have received board approval for the merger of Dynasty Real Estate and Herel, as
well as VFD Bridge and Atiat Leasing. These mergers will be completed by the end of
the first quarter of 2022.

• The launch of ARTSPLIT: In 2022, our innovative platform for art investment, ARTSPLIT,
will go live. This is a new subsidiary of ours that allows for the fractional ownership,
leasing, and trading of artworks. We are planning to expand our operations to include
offices in Nigeria, South Africa, Ghana, and the United Kingdom, and we hope to bring
in new investors in the second half of the year.

• Consolidation of Exchange business investment: In February 2022, we became the
largest equity stakeholder in the Nigerian Exchange Group (NGX Group) after acquiring
up to 5% of NGX Group’s issued share capital. We believe we can play a critical role
in providing strategic guidance, having already acquired over 6% of the National
Association of Securities Dealers (NASD). provide strategic support for the future
development of both exchanges, transforming them into the preferred touchpoints for
traditional and alternative capital formation in Africa

• Develop a competent workforce with leadership capabilities: In January 2022, we
launched a series of initiatives aimed at positioning our workforce as industry leaders
with the capabilities to attest to the Group’s goodwill. This is significant to us because
we recognize that our workforce is one of our most valuable investments.

28 VFD Group plc 2021 Annual Report & Financials

• Commercial Banking License Acquisition: We withdrew our application for a commercial
banking license last year. However, we remain committed to this strategic goal and
will resubmit our application this year, requesting that Abbey Mortgage Bank’s license
be converted to a commercial banking license. We hope to complete this in a timely
manner, but we are aware that it may take longer than a year.

CLOSING ADDRESS

We are confident that, given the dedication of our employees and the depth of leadership on the
Board, we will deliver value to our valued shareholders and continue our journey from “Good to
Great” in FY2022.
We appreciate your unwavering support in 2021 and look forward to continuing it in 2022.
Our future is full of bold and audacious plans; however, we have a history full of similarly bold and
audacious accomplishments, and it is with this assurance that I implore us all to look forward to
the year ahead.
Thank you.

Nonso Okpala
Group Managing Director, VFD Group

Consolidation • Stability • Focus 29

30 VFD Group plc 2021 Annual Report & Financials

Sustainability
Report

VFD Group Plc is a proprietary investment
company that focuses on building positive and
socially conscious ecosystems by aggregating
potentially viable businesses to create innovative
products and solutions that are accessible to the

everyday Nigerian citizen and entrepreneur.

Consolidation • Stability • Focus 31

Our corporate culture is based on continuous open
feedback and appreciation for outstanding performance
both through attractive compensation and through
individual and long-term development opportunities

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

32 VFD Group plc 2021 Annual Report & Financials

are promptly considered and implemented based on continuous open feedback and
as appropriate. The executive management appreciation for outstanding performance
team have set out roles and responsibilities both through attractive compensation and
that reflect the business aspirations and the through individual and long-term development
current economic terrain opportunities. We strengthen our global team
by valuing diversity and cultural backgrounds,
ECONOMIC interacting openly and constructively with
each other, and looking after the health and
Economic growth and development are at safety of our people.
the core of our operations. This is key for us
at both the organizational and stakeholder LABOUR PRACTICES
level. Whilst we intend to ensure that we
return maximum value to our shareholders We continue to train and provide competitive
by constantly increasing profit and ultimately welfare packages to all our employees. This
the returns to our shareholders, we are also is based on our awareness of the importance
aware of our responsibility to our clients of our workforce in achieving our strategic
for economic growth. This is evident in our business objective.
dedication to financial inclusion and literacy,
AML/CFT risk management, data privacy, WORK PLACE
amongst other key themes.
In line with the Company’s drive for capacity
DATA PROTECTION building, we ensured that employees are
trained on various subject matter to help
VFD has an obligation to protect the personal improve skill and knowledge, increase
data of its employees and customers. Data productivity and performance, uniformity of
breaches, which are increasingly frequent work processes, and reduce wastage.
occurrences, have a significant impact on
both corporate reputation and consumer ENVIRONMENT-FRIENDLY
confidence. to put in place sophisticated tools PRACTICES
to prevent cyber-attacks and promote data
security. We also ensure customer privacy by We are gradually transitioning paperless
aligning with best international practices. We operations as many of our internal processes
continue to create awareness for all our staff, have been automated which has significantly
customers and vendors to prevent fraud. helped reduce our paper usage.

DIVERSITY AND INCLUSION By the increase in the use of teleconferencing
tools such as Microsoft team and Zoom
VFD aims to create sustainable value with its applications instead of commuting to meet
business activities, this purpose unites all of with clients, shareholders and colleagues, we
our employees. To continue to be successful, have contributed to the reduction of carbon
we want to acquire, develop and retain the emission within the environment.
best talents for VFD. We offer an inspiring
and challenging working environment with
flexible, digital work and a value-oriented
leadership style. Our corporate culture is

Consolidation • Stability • Focus 33

34 VFD Group plc 2021 Annual Report & Financials

03

GOVERNANCE

• CORPORATE GOVERNANCE
• DIRECTORS REPORT
• STATUTORY AUDIT COMMITTEE REPORT
• STATEMENT OF DIRECTORS’ RESPONSIBILITIES
• STATEMENT OF VFD GROUP BOARD EVALUATION
• INDEPENDENT AUDITORS REPORT

CORPORATE GOVERNANCE

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

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

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

36 VFD Group plc 2021 Annual Report & Financials

to bring independent judgment to bear on • All power belongs to the
Board deliberations and discussions. The
members of the Board have competence and shareholders.
experience in Accounting, Risk Management,
Legal, Planning and Strategy, Corporate • Delegation of authority by
Finance, Compliance, Logistics, Information
Technology and Administration. The Board of the owners to the Board
Directors act on behalf of shareholders and
is responsible for controlling and managing and subsequently to Board
the strategic business of the Company and
constantly reviews and presents a balanced Committees and Executives is
and comprehensive assessment of the
Company’s performance and prospects. clearly defined and agreed.

The Board is accountable to Shareholders and • Institutionalized individual
ensures that the conduct of the Company’s
activities is within the applicable regulatory accountability and responsibility
framework. The Board of Directors carries
out its responsibility through its standing through empowerment and
Committees. These are the Board Corporate
Governance Committee, Board Finance & relevant authority.
General-Purpose Committee, Board Risk
Management Committee, Board Remuneration • Clear terms of reference and
Committee, Board Audit Committee and
Board Investment Committee. Through the accountability for Committees at
workings of these committees, the Board
sets broad policy guidelines and ensures the Board and Executive levels.
proper management and direction of the
group. • Effective communication and

In addition to the Board Committees, information sharing outside of
there are several Management Committees
which ensure effective and good corporate meetings.
governance at the managerial level.
• Actions are taken on a fully
The Guiding Principles of the Company’s Code
of Corporate Governance remain as follows: informed basis, in good faith with

due diligence and care and in the

best interest of the Company and

Shareholders.

• Enhancing compliance with

applicable laws and regulations

and the interest of the

stakeholders. Where there is any

conflict between the Company’s

rules, the local laws and legislation

supersede.

• Conformity with overall Company

strategy and direction.

• Transparency and full disclosure

of accurate, adequate and timely

information regarding the personal

interest of directors in any area of

potential conflict regarding the

Company’s business.

Consolidation • Stability • Focus 37

RESPONSIBILITY

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

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

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

S/N NAME OF DIRECTOR POSITION

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

Executive Director Finance

38 VFD Group plc 2021 Annual Report & Financials

BOARD COMMITTEES

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

1. Board Finance and General-Purpose Committee

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

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

2. Board Remuneration Committee

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

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

Consolidation • Stability • Focus 39

3. Board Corporate Governance Committee

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

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

4. Board Risk and Compliance Committee

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

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

40 VFD Group plc 2021 Annual Report & Financials

5. Board Investment Committee

Under the delegated powers of the Board of Directors, the Board Investment Committee is
responsible for the review and approval of all investment recommendations that are above
the approving threshold of Executive Committee subject to a maximum cumulative threshold
of 30% of Shareholders Fund. All investments approved by the Board Investment Committee
shall be ratified by the Board of Directors “BoD” in the subsequent Board meetings.

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

6. Board Audit Committee

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

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

Consolidation • Stability • Focus 41

DELEGATION TO MANAGEMENT directors of the Company shall retire from
office. The directors to retire every year shall
The Board has delegated the responsibility be those who have been longest in office
for day-to-day operations of the Company to since their last election. In accordance with
Management and ensures that Management this provision Messrs. Mr. Nonso Okpala, Mr.
strikes a balance between promoting long-term Adeniyi Adenubi, Mr. Gbenga Omolokun,
growth and delivering short-term objectives. Mr. Suleiman Lawal and Mr. Olatunde Busari
In fulfilling its primary responsibility, the Board [SAN]. retire by rotation and being eligible
is aware of the importance of achieving a offer themselves for re-election.
balance between adherence to governance
principles and economic performance. The Board confirms its conviction that the
directors standing for election and re-election
DIRECTORS’ INDEPENDENCE are competent, qualified, experienced, and
possess integrity in line with the succession
Directors are expected to contribute views policy on appointment and requirements of
and judgment at Board deliberations that being fit as a Director on the Board of VFD
are independent of Management and free Group Plc. The Board recommends that they
of any business or other relationship or should be elected to maintain the required
circumstance that could materially interfere balance of skill, knowledge, and experience
with the exercise of objective, unfettered or on the Board. The biographical details of the
independent judgment, having regard to the directors standing for election and re-election
best interests of the Company. are set in the Annual Report.

APPOINTMENTS DIRECTOR’S REMUNERATION

The constitution of the Board changed in this VFD Group Plc ensures that remuneration paid
financial year with the aim of enhancing the to its directors complies with the provisions
Group’s Corporate Governance, Accountability of the Code of Corporate Governance issued
and Transparency. by its regulators. Therefore, in compliance
with Section 34 [5] [f] of the SEC Code of
RETIREMENT AND RE-ELECTION Corporate Governance for Public Companies,
OF DIRECTORS the Company makes disclosures of the
remuneration paid to its Directors.
In accordance with the provision of Section
285[1] of the Companies and Allied Matters
Act, CAP C20 LFN 2020, one third of the

42 VFD Group plc 2021 Annual Report & Financials

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

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

PROFESSIONAL INDEPENDENT ADVICE

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

TRAINING AND INDUCTION

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

BOARD EVALUATION

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

Consolidation • Stability • Focus 43

ACCOUNTABILITY AND AUDIT CONTROL ENVIRONMENT

FINANCIAL REPORTING The Board has continued to place emphasis
on risk management as an essential tool for
The Board has presented a balanced achieving the Group’s objectives. Towards
assessment of the group’s position and this end, it has ensured that the Group has in
prospects. The Board is mindful of its place robust risk management policies and
responsibilities and is satisfied that in the mechanisms to ensure identification of risk
preparation of its Financial Report, it has and effective control. The Board approves the
met its obligation under the Group’s Code of annual budget for the Group and ensures that
Corporate Governance. The Directors make a robust budgetary process is operated with
themselves accountable to the shareholders adequate authorization levels put in place to
through regular publication of the Group’s regulate capital expenditure.
financial performance and annual reports.
The Board has ensured that the Group’s SHAREHOLDER RIGHTS
reporting procedure is conveyed on the most
recent infrastructure to ensure accuracy. The Board has always placed considerable
This procedure involves the monitoring of importance on effective communication with
performance throughout the financial year, its shareholders, it recognizes the importance
in addition to monthly reporting of key of ensuring the flow of complete, adequate and
performance indicators. Messrs. Deloitte & timely information to existing and potential
Touché acted as external auditors to the shareholders and regulators to enable them
Group during the 2021 financial year. make informed decisions about the Group.
The Board is committed to maintaining
Reporting and disclosure requirements are high standards of corporate disclosure. It
in accordance with International Financial ensures that the rights of shareholders are
Reporting Standards [IFRS]. The Company always protected. Notice of meetings and all
ensures prudent financial reporting and other statutory notices and information are
maximum disclosure in the Annual Reports & communicated to the shareholders regularly.
Accounts. The group always ensures the protection of
statutory and general rights of shareholders,
INTERNAL CONTROL particularly their right to vote at general
meetings. All shareholders are treated equally
The Group has consistently improved its regardless of their equity interest or social
internal control system to ensure effective status.
management of risks. The Directors review The General Meeting of Shareholders is the
the effectiveness of the system of internal highest decision-making body of the Group
control through regular reports and reviews and meetings are conducted in a fair and
at the Board Risk & Compliance Committee. transparent manner that gives shareholders
the opportunity to express their opinion.

44 VFD Group plc 2021 Annual Report & Financials

The Group continues to engage shareholders blowers and the custodian of the dedicated
of the Company, through its investor relations line. The Company’s whistle blowing policy
unit, which routinely attend to shareholders’ ensures that whistle blowing would assist
enquiries and ensures that shareholders’ in uncovering significant risks in line with
views are appropriately escalated to the best practices. Under the policy, a whistle
Management and Board on a continuous blower who in good faith, reports suspected
basis. This engagement occurs through violations or attempted violation of the Policy
various means but not limited to electronic or who reports a request or offer of a corrupt
mail, WhatsApp, and social media. In addition, payment is protected.
shareholders are encouraged to communicate
their opinions and recommendations ACQUISITION OF OWN SHARES
whenever they see the need to do so, through
the Group’s Secretariat. The Company did not purchase any of its own
shares during the year.
ACCESS TO INFORMATION AND
RESOURCES BY ORDER OF THE BOARD

Management ensures the free flow of GBEMINIYI SHODA
complete, adequate, and timely information FRC/2015/NBA/0000011768
to the Director’s to enable them to make Group Company Secretary
informed decisions in the discharge of their 163/165 Broad Street,
responsibilities. Directors have unrestricted Lagos.
access to Management and company
information in addition to the necessary ……………………….., 2022
resources to carry out their responsibilities.

WHISTLE BLOWING POLICY

The Company has a Whistle Blowing Policy
in place. This was extensively reviewed by
the Board and it covers among other things,
the procedures for the receipt, retention and
treatment of information received from whistle

Consolidation • Stability • Focus 45

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46 VFD Group plc 2021 Annual Report & Financials

DIRECTORS’ REPORT

In accordance with Section 385 of the Companies
and Allied Matters Act, Cap C20 Laws of the
Federation of Nigeria, 2020 [“CAMA”], the Directors
pleased to present their report on the affairs of
the Company together with the audited financial
statements and auditor’s report for the period ended
December 31, 2021.

LEGAL FORM AND PRINCIPAL ACTIVITIES

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

RESULTS FOR THE YEAR

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

Group 2020 Company 2020
2021 =N=' 000 2021

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

Profit Before Taxation 3,935,976 4,075,653 3,236,316 2,987,167
Taxation [529,369] [728,360] [180,750] [387,462]
Profit After Taxation 3,406,607 3,349,293 3,055,566 2,599,705

Consolidation • Stability • Focus 47

DIVIDEND

The Directors recommend to the Shareholders, the payment of a dividend of N10.79 per share
[December 31, 2021: N8.51K] payable to Shareholders on the Company’s Register of Members as
at April 29, 2022. The dividend is subject to the deduction of appropriate withholding tax.

DIRECTORS

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

15 Mr. Folajimi Adeleye Executive Director Finance

RECORD OF DIRECTORS’ ATTENDANCE AT MEETINGS

Pursuant to Section 284[2] of the Companies and Allied Matters Act, CAP C20 Laws of the
Federation of Nigeria 2020, the records of Director’s attendance at Board meetings during the year
under review will be available for inspection at the Annual General Meeting. Provided below are
the details of the Board meetings held in 2021 showing frequency of the meetings and attendance
of members.

48 VFD Group plc 2021 Annual Report & Financials

Key: P = Present
AWA = Absent with Apology
NYA = Not yet Appointed
R Resigned

RECORD OF ATTENDANCE-BOARD OF DIRECTORS MEETINGS

S/N DIRECTORS MAY 28, AUGUST OCTOBER DECEMBER
2021 23, 2021 27, 2021 14, 2021
1. Mr. Olatunde Busari (SAN) P P P
2. Mr. Nonso Okpala P P P P
3. Mr. Adeniyi Adenubi P P AWA P
4. Mr. John Okonkwo NYA P P P
5. Mr. Folajimi Adeleye NYA NYA P P
6. Mr. Gbenga Omolokun P P P P
7. Mr. Mobolaji Adewumi P P P P
8. Mrs. Ngozi Aghanya P P P P
9. Mr. Victor Fagbamila P P R R
10. Mr. Suleiman Lawal P P P P
11. Mr. Azubike Emodi P P P P
12. Ms. Jewel Okwechime P P P P
13. Mr. Chuks C. Ozigbo P P P P
14. Dr. Samuel Onyishi P P R R
15. Mr. Ayodele Onawunmi P R P P
16. Mr. Kelvin Orogun NYA P P P
17. Mr. Femi Akinware NYA P P P
P

Consolidation • Stability • Focus 49

RECORD OF ATTENDANCE-BOARD FINANCE AND GENERAL-PURPOSE
COMMITTEE MEETINGS

S/N COMMITTEE MEMBERS MAY 27, 2021 AUGUST OCTOBER DECEMBER
18,2021 19, 2021 7, 2021
1 Dr. Sam Maduka Onyishi P R R
2 Mr. Mobolaji Adewumi P R P P
3 Mr. Azubike Emodi P P NLC NLC
4 Mr. Victor Fagbamila P P R R
5 Mr. Kelvin Orogun NYA P P P
6 Mr. Nonso Okpala NYA NYA P P
7 Mr. John Okonkwo NYA NYA P P
8 Mr. Folajimi Adeleye NYA NYA P P
NYA

RECORD OF ATTENDANCE-CORPORATE GOVERNANCE COMMITTEE
MEETINGS

S/N COMMITTEE MEMBERS APRIL 16, AUGUST OCTOBER DECEMBER
2021. 17, 2021 22, 2O21 6, 2021
1 Mr. Ayodele Onawunmi P P
2 Mrs. Ngozi Aghanya P P P P
3 Mr. Suleiman Lawal P P P P
4 Ms. Jewel Okwechime P P P P
5 Mr. Azubike Emodi NYA P P P
6 Mr. Kelvin Orogun NYA NYA P P
NYA P

50 VFD Group plc 2021 Annual Report & Financials