FCMB Group Plc (FCMB) Earnings Call Transcript & Summary
April 28, 2023
Earnings Call Speaker Segments
Oluwatoyin Olaiya
executiveCan we please have an opening prayer by Mr. Odendaal. I want to appreciate you for the opportunities individually and collectively. And for this great organization. One of your confident name is [indiscernible] and the omega. That is you at the beginning and hand over good things. We commit this meeting on to you from the beginning. See us true to the end. Everyone we are going to deliberate to institution, and we do from above. Strengthen us, in every way. If people will going to join us online other physically you take or the glory. [indiscernible]
Oladipupo Jadesimi
executiveThank you Mr Taylor. Dear shareholders, ladies and gentlemen, the time is 11:00 a.m. and in view of the presence of decorum. I have great pleasure in declaring the meeting open. You are all welcome to our company's 10th Annual General Meeting. Before we proceed to the business of the day, I should mention that in accordance with Section 2, 5, 6, substantial 2 of the Companies and Allied Matters Act 2020, the quorum for the meeting of a company shall be 1/3 of total number of members of the company or 25 members, whichever is less present or by proxy. I'm pleased to inform you that the registry has confirmed that the required quorum has indeed been met. Accordingly, this meeting being duly convened and properly constituted in accordance with the Company's and Allied Matter's Act is hereby further declared open. We should all be aware that this meeting is being Zoomed live and streamed globally through YouTube on http/on.fcmb.com/agm for the participation of shareholders, my name is Oladipupo Jadesimi and I'm the Chairman of the Board. I have the distinct honor and pleasure to inform also that the founder of the group Otunba [indiscernible] is also joining us by Zoom for this meeting. And our prayers is that he will be able to continue to do so for many, many years to come. I would like to introduce the Director of the company, starting with the Group Chief Executive Officer, Mr. Ladi Balogun. We have Mr. Gbolahan Joshua, Executive Director and CEO. We have Mr. Olufemi Badeji, Executive Director. Professor Oluwatoyin Ashiru OON, non-executive director. Mrs. Olapeju Sofowora,non-Executive Director,Dr. (Engr.) Gregory Omosigho Ero - Non-Executive Director Dr. Engineer Gregory Ero, Non-Executive Director. Alhaji Mustapha Damcida, non-Executive Director. Mrs. Tokunboh Ishmael, Non-Executive Director, who is joining us on Zoom because she is unavoidably absent to be with us in person. Last and by no means least, we have Ms.Ms. Muibat I. Ijaiya – whi is a non-Executive Director. I have the great pleasure to welcome our regulators, the Central Bank of Nigeria, CBN, represented by Mrs.[indiscernible] and Mr.[indiscernible] Israel. The Nigerian Exchange Group represented by Ms. Brenda Duke. The Securities and Exchange Commission, SEC, represented by Mr. Graham [indiscernible] and the Nigeria Deposit Insurance Corporation, NDIC, represented by Mr.[indiscernible] Mr. and Mr.[indiscernible] and Mr. Emmanuel Olufemi[indiscernible]. I also have the pleasure to introduce the others who are with us today. CardinalStone Registrars Limited, represented by [indiscernible] The Chairman of our Statutory Audit Committee in the person of [indiscernible] This is Deloitte & Touche, the external auditors represented by Mr. Joshua Ojo and Mr.[indiscernible] Roti. DCSL Corporate Services Limited, the Board to report appraisal consultants and are represented by Ms.[indiscernible]. And of course, I have the pleasure to also introduce our company's Secretary, Mrs. Olufemi for hereby now the presence with us of the Chief Executive Officers of the operating companies in the group. Please, whenever you wish to second any motion. Can you ask a question already point on any matter on the discussion. For purpose of identification, can you state your name so that it can be properly noted for record purposes. I now call on the company's secretary to read the notice that convened this meeting.
Bimpe Odunuga
executiveGood morning, Chairman, Directors and shareholders', President. Notice of annual general meeting. Notice is hereby given that the 10th Annual General Meeting of FCMB Group Plc as the company will be held virtually on Friday, April 28, 2023 at 11 a.m. to transact the following ordinary business: one, to receive and consider the report of the directors and the audited financial statements for the year ended 31st December 2022. The auditors reported thereon and the audit committee report. Two, to declare a dividend; three, to reelect the following directors who are retiring by rotation. One, Ms. Olapeju Sofowora, Mrs. Tokunboh Ishmael and Ms. Muibat Ijaiya. Four, to authorize the directors to fix the remuneration of the auditors. Five, to disclose the remuneration of managers of the company. Six, to elect members of the Audit Committee. It at this 4 day of April 2023 by order of the Board. Thank you very much.
Oladipupo Jadesimi
executiveThank you very much indeed, Madam Company Secretary. The next item is the Chairman's statement, which is incorporated in the 2022 annual report and accounts that I'm sure every shareholder has either -- thank you very much -- either hard copy or digital copy. Thank you so much. In view of the fact that the AGM is being held virtually following the signing into law of the business Facilitation Miscellaneous Provisions Act 2023, which allows public companies to hold meetings electronically. I now invite the registrar to address this meeting.
Unknown Attendee
attendeeThank you, Mr. Chairman. Good morning, Mr. Chairman, Board of Directors, Regulatory President and distinguished shareholders of FCMB Group Plc. I welcome you once more to the 10th Annual General Meeting of FCMB Group, Plc. Kindly be informed that this is a virtual meeting. And as such, voting will be conducted electronically by poll. Thank you, Mr. Chairman.
Oladipupo Jadesimi
executiveThank you. With the current permission of fellow shareholders, I'd like to suggest that the report of the group Chief Executive be taken as read because it's important to us that to answer any questions you may have. And thank you. Thank you. The meeting will now proceed with the business of the day. By virtue of Section 248 subsection 1 of the Company's and Allied Matter's Act 2020, I hereby demand the resolutions 1, 2, 3 and 4 be taken by poll. As a consequence, voting shall be conducted electronically and the registrar will address the meeting accordingly at the commencement of voting. The first item to be considered and voted on is to receive and consider the report of the directors and the audited financial statements for the year ended December 31, 2020. The auditor's report thereon and the Audit Committee report. The report of the directors and the audited financial statements have already been circulated to members, both in hard copy and digitally. And I'm sure that members have all had the opportunity to review them. I therefore suggest that the report of the directors and the audited financial statements for the year ended December 31, 2022, be taken as read because we all have them in our possession, and I'm sure we've all been through them. Thank you. I now call on the company's auditors Mr.Deloitte [indiscernible] to read the auditor's report.
Unknown Attendee
attendeeThanks. Thank you, Mr. Chairman. Shareholders, directors, good morning. The auditor's report is on Page 68 of the annual reports and financial statements. And I seek the indulgence of the shareholders and directors to read selected sections of the audit opinion. Thank you, sir. Independent Auditor's reports to the members of FCMB Group plc, reports on the consolidated and separate financial statements. We have validated consolidated and separate financial statements of FCMB Group Plc and its subsidiaries set out on Pages 75 to 230, which comprise the consolidated and separate statement of financial position as at 31 December 2022, and the consolidated separate statements of profit or loss and other comprehensive income, the consolidated and separate statement of changes in equity and consolidated and separate statement of cash flows for the year ending and the notes to the consolidated and separate financial statements, including a summary of significant accounting policies. In our opinion, the consolidated separate financial statements give a true and fair view of the consolidated and separate financial position of FCMB Group Plc as such as 31 December 2022, and its consolidated and separate financial performance and consolidated and separate statement of cash flows for the year then ended in accordance with International Financial Reporting Standards, the requirements of the company's [indiscernible] banks and other financial institution Act B3 2020. Pension Reform Act and the Financial Reporting Council Act 2011 basis for premium. We conducted our audit in accordance with international standards on auditing. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the consolidated and separate financial statements section of our reports. We are independent of the group and company. In accordance with the requirements of the international ethics standard board for our content, international code of ethics for professional contents and other independence requirements applicable to performing audits of financial statements in Nigeria. We fulfill our audit ethical responsibilities in accordance with the ISB code and other requirements that are relevant to our audit of consolidated financial statements in Nigeria. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Page 74 reports on the regulation requirements. In accordance with the chief schedule of the company's Allied Matters Act 2020, we expressly state that: one, we have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit. Two, the group and company has account so far as appears from examination of those books. Three, the group and company's financial position and statement of profit or loss and other comprehensive income are in agreement with the books of accounts and returns. Four, the group and company has complied with the requirements of the relevant circulars issued by the Central Bank of Nigeria. Five, in accordance with the secular BSD 1 2004, issued by the Central Bank of Nigeria, details of insider-related credits as disclosed in Note 46F to these financial statements. And six, during the year, the group considering certain sections of the banks and other Financial Institution Act 2020, and Central Bank of Nigeria's secular and guidelines. Details of the contravension and related penalties are as disclosed in note 49 to the financial statement signed for Deloitte & Touche on the 31st of March 2023. Thank you.
Oladipupo Jadesimi
executiveThank you, Mrs. Deloitte & Touche for yet another clean audit report. As we all know, we have a kind of oversight, very, very lower [indiscernible] committee, which is composed of both representatives of shareholders and of the Board. I will now call on the Chairman of our Audit Committee to read the report of his committee.
Ori Rewane
executiveGood morning, Chairman, the Board my co-shareholders. Thanks for comeing. The Audit Committee report is stated on Page 66 of the report. Statutory Audit Committee report for the year ended December 31, 2022 compliance Allied Matters of 2020 in the Central Bank of Nigeria code of Corporate Governance and Securities Exchange, commissioner Code of Corporate Governance for the public companies in Nigeria. We have reviewed the audit report for the year ended December 31, 2022 here status for 1 that scope and plan of audit were adequate that reporting policy of the group confirmed its statutory requirement and ethical practices. Three, the internal control system was constantly and fairly monitored. Four, the by external and independent third party, we have found adequate. Five, the external management control report received transported from the management; and six, the [indiscernible] related party loans that was $759.67 million. So December 2021, $1.15 billion. And also this rated party loans are performing. Stand by me, Committee other members of the Audit Committee are:[indiscernible] Mrs. Olapeju Eniola Sofowora, The committee received the group internal audit, other secretary to the committee. Thank you.
Unknown Executive
executiveThank you, Mr. Suarez. And thank members of your committee from the Board for the hard work you're doing on behalf of shareholders. By virtue of Section 2 [indiscernible] of Section 1 of the Central Bank of Nigeria CBN code of corporate governance, there shall be an annual Board and Directors appraisal covering all aspects of the Board, the structure composition, responsibilities, processes and relationships as need be prescribed by the CBN. Section 2, subsection 8, sub-subsection 3 of the CBN Code of Corporate Governance further provides the annual board appraisal shall be conducted by an independent consultant, and the report shall be presented to shareholders at the Annual General Meeting. Accordingly, Mrs. DCSL Corporate Services Limited, DCSL was engaged to conduct the annual board appraisal for the financial year ended December 20, 2022. In line with the CBN code of corporate governance, I now invite the representative of DCSL Corporate Services Limited to present the report of the external consultant on the Board appraisal exercise as contained on Page 46 of the company's annual reports on accounts.
Unknown Attendee
attendeeThank you very much, Mr. Chairman. Good morning, distinguished shareholders and Board of Directors. The Board of FCMB Group Plc engaged DCSL Corporate Services Limited to carry out the performance evaluation of the Board of Directors for the year ended December 31, 2022. In line with the provisions of the Securities and Exchange Commission, Corporate Governance Guidelines for Public Companies and [indiscernible] 14.1 of the Nigerian Code of Corporate Governance. So ascertain the extent of compliance relevant corporate governance principles and I praise the performance of the Board, we benchmarked the content for Government structures, policies and processes against the above-mentioned codes as well as global best practices and consider the following 7 key Corporate Governance themes: one, board structure and composition; two, strategy and planning; three, board operations and effectiveness; four, measuring and monitoring of performance; five, risk management and compliance; six, corporate [indiscernible] and transparency and disclosure. In conducting the appraisal, we review the group's corporate and statutory documents, minutes of Board and committee meetings, policies, processes and ancillary documents made available to us. We also administered questioners and interacted with some members of the Board. Our review confirms that FCMB Group Plc has substantially complied with the provisions of the SCCG and NCCG and by the activities of the Board and in group significantly aligned with Corporate Governance best practices. The Board has demonstrated commendable oversight of the activities of the group operating companies and a strong commitment to in a culture of corporate governance. We have provided recommendations to address of improvement at identifying the appraisal exercise and have assurance that the Board would take appropriate steps to implement this. We are great for the opportunity to service and of course, working with you in the future. Please accept the assurances of our highest regards [indiscernible] yourself. Thank you.
Oladipupo Jadesimi
executiveThank you. Thank you very much. Having heard the various reports. I now invite comments from shareholders. Kindly note that let me just briefly explain the format. We will take all the questions together after they've been posed. And the -- our Chief Executive Officer would be on hand. He will take notes on all the questions being asked and then respond to all of them at the same time at the end of the question period. Thank you. Well, let's have -- sir.
Unknown Shareholder
shareholderThank you, the older have invited by outside, you have the younger 1 and on the other side, you have -- and this meeting is like all of you, probably you love twins. We have two ladies, we have two Jushuas, Jushua stay down there and the other is also down there. I pray will be given to us by almighty God. Let me start, this is an example of a successful investment. FCMB, I wish my advice there listening. It's a very successful investment. We have so many people thought that the will not be able to do it. And he has proved them very clearly that a black man can always be better than a white man. Because I remember when and I working in [indiscernible] property. Maybe some of you may don't know[indiscernible] propery. That was early '70s. He was the Secretary of [indiscernible] propery. He was an icon then. Icon. So that is to know my relationship with my mom. It's been an endured relationship. And I've been following even when the stock broking fan was set up in my last house. I was the first set of people back on because I was in daily times then to printing cost from us. And we did. I'm so happy that all the effort has yielded fruit by the special grace of Good. He will live long to enjoy to the fruit of his And I also want to end my comment to congratulate him on his last So -- yes. And we look forward to his 100 birthday anniversary. Then I used to tell it on a should also remember to carry some shareholders along because we love him. As you remember, if it doesn't, because of his age should be able to remember to carry some shareholders along. You can see we have about 4 meetings today, but we decided to be here. When I entered the meeting the Chairman said, I say I'm not going to stay long I know you are going to FCMB. I said, yes. Immediately, I got up, so many of the shareholders followed me. Although I have the link for me, I say it sometimes it's better. Let us see ourselves face to face is better. You have actually modified this link issue. We are not happy with it because it doesn't really give us the opportunity. But you have done it in a way that nobody will say he did not have the right to contribute that as I congratulate for me for that. And I also want to say from the voice of the shareholders that nobody knows the Board and the thinking of that than the Secretary of a Board. The Secretary of the Board is the 1 that knows everything about the company and the board individually. Therefore, we always look forward that our secretary should be compensated very well and makes sure. Now Chairman, what is happening in Unilever. You know they are conservative people. Today, the company secretary is now Executive Director. The people in the Economy Secretary is also an Executive Director, and we applauded those reasons. We applauded because we know that without these economy secretaries the Board can not function for the share duties properly. So you can see when you mentioned [indiscernible] you had the kind of applause that came from the shareholders. That is to show you that she's accepted and that she's somebody that knows her work very well. So we recommend have for a proper placing to the board. We will give you -- if you need our support, will give you all the support. Even though you are having so many women now on the board, but it's never too much. Please, please, let me talk. Yes, it's never too much. So it's never enough. Even though Jonathan said 35%, but depending on the situation at time. So that's my position. You can see this annual report is so exposing. If you look at the front page, now I'm happy that Central Bank is here. The Central Bank has brought high ship to us in this country. Even there, you go to the bank today, you will not even get the new note which made them to punish us. It's all rotten and smelling notes, yet they charge our banks for cleaning the notes. So I do not know. Is somebody has come from a commercial bank to become a central bank. We believe it should do better. We just -- in democracy we should criticize what is criticizable. So the Central Bank has not done well for us. They all try to strangulate us by the grace of God wish I not die, I wish I live. So please, and if you look into this account, there is this charge, there is that charge, there is that charge. That's why the disclosure that the company secretary is giving us is well appreciated. So I want to quickly refer the Chairman to some of my -- okay. Let me go to Page 187. I hope you're listening because you have been in between two ladies. Look at impairment allowance. That's the item there. We have impairment increased from 2.2% to 2.8%. Impairment increase is as a result of bad loans, and we need to watch that. If it has moved from $273 million to $2.842 billion. So there is something wrong there. The management should look at it very clearly and make sure that we get back our money so as to reduce impairment. The danger of impairment is that it hits the profit line, where we are to be giving something like N15 per share then impairment we may not get that. So we are appealing to the management that they have to do something to ensure that the impairment is reduced. I also saw -- our claim dividend on that same page moved from N1.5 to N1.9. This is the company secretary and the registration should do something about this published and our claim dividend list distributed to shareholders. They will know some of these people and inform them, it's their money. And if we feel that we don't want to let them send it to me. I will have to use it. So that I also want to talk about -- I'm sorry, I'm still talking these days because of my health. So you have to bear with me. I want to talk about restricted balances with Central Bank. That's on Page 185. Cash and cash equivalents. We are having -- last year, it was $45 billion. This year, it's -- sorry, last year it was $45 billion to introduce this year to $27 billion. But all the same, are we getting any interest from this restricted money with the lock up in their vote. The digital to some of their big guys. So please, Central Bank, any little interest on this, we have the profit of the company to grow. Is Central representative here because these days, they run away from shareholders. So they should look into it and give us whatever percentage of interest they want to give us because if they did not restrict this money, we will use it to produce more profits for the company. So in view of that, this should also be magnanimous in giving us a small interest so that we will not cry over the restricted money. Mr. Chairman, if I cannot cover all my thinking about this, we make, as usual, what we feel about the annual report. It's very blocky that is very, very -- the disclosure is clear, very clear, fully disclosed. So I appreciate that. I've talked about the results. Let me limit my speaking because I know thats want to. But honestly, I want to appreciate the founder of this company. He has done very well to prove to the world that black man's business can also move to international standards and extend our appreciation to him and work is still in progress. That means by the time it will be 100 years or at this will become an international brand. So Mr. Chairman, I also want to talk about your present. Thank you very much. I can see that you have continued to be very slim and very lovable to ladies. Well I hope my inlaw is not going to fight me. Okay. Thank you. I alluded to. Aero is demand, we will be very, very guilty of the holding because age is not on your side. You cannot do what the Chairman can do again will drop from the source.
Unknown Executive
executiveThank you very much. Thank you. You were supposed to be online, but you took the trouble to actually be in person. Thank you, as always. Thank you. Let Mrs [indiscernible] talk.
Unknown Shareholder
shareholder. And processes at NIDB then. And by the time we came in -- we follow these footsteps. And since then, we have been following on what the bank is doing. So I congratulate the bank for still being up and doing and expanding. I want to congratulate, in particular because of the face of the bank that is a lady. No matter what happens, no matter of what number of subsidiaries you have, the banking group is still the face of FCMB. So I congratulate you that you have 1 of us as a face of the bank. So I congratulate you. Now I am 1 of your customers. Also, one of the issues that I think that we need to address is what I would call being branched proud. I say branch proud because many of our branches are very small, very small with the result that the crowd as this period of cash crunch, we find a lot of people outside waiting and waiting and waiting. The branch is too small for the crowd. It's like we are not ready to welcome customers. And I don't think that is good enough. I think that we need to do something about it. And then our ATMs. The ATMs are too few. In many of the bank premises -- banking premises, you have only 1 or 2 ATMs dispensing and then you find a lot of crowd also. I think that if we improve on it, there are many people who -- many customers who are willing to come to our bank, who want to come to our bank, because one of the things we found out in this cash crunch thing is that the smaller the bank really, it's like -- I would say I don't want to use the word efficiency, but we'll find out that in the banks with many branches, it was difficult to get cash. But FCMB -- in many of the FCMB branches, there was always cash. So I congratulate you for that too. There was always cash to give out. And I don't want to believe that it is because we are particularly small, but I think it's because we are efficient. So I congratulate our bank for that. That we are having this meeting today is also one for congratulations. Many of us really not happy with the issues of virtual, but I like the way -- our company secretary has kind of made this hybrid for us. So I congratulate you our company secretary for this -- your initiative. Thank you very much.
Unknown Executive
executiveThank you very much, indeed. I'd like to create the indulges of the shareholders that we should accommodate a few shareholders who are online, they couldn't be here in person, but they're online and they also have questions to pose. So let's take first the next person online and then we'll come back to. We have Mr. ]. If he's online, he should please post his question.
Unknown Shareholder
shareholderI'm speaking from the confine of my office in 21, Araromi Street, Nova Finance and Securities Limited. By the grace of God, I'm the Chief Financial Officer of Nova Financial and Securities Limited and also double up as the National Chairman of Western Icon Shareholders' Association of Nigeria. Mr. Chairman, let me myself with the sentiments expressed by my mentor good wishes to the Chairman and the Board. And I also want to state clearly that I am happy to be associated with FCMB. FCMB has come of age, FCMB has been one of the banks that survived the Tsunamis in the early 2005, 2008 and that's to the bank. And I also want to commend the Board of Directors and the management of FCMB for being proactive. And I do not want to repeat what said. We don't so much. And I also want to associate myself with concerning the branch challenge that alone has made me to understand that the bank more concerning branch network. If the spaces are not much available for expansion, then there should be -- there should be a branch network that we're going down more customers. I will say that Mr. Chairman, let me quickly go to the accounts, and I want to speak from the Page 75. Over a period of time, FCMB has grown its gross earnings, profitability and also, it has added value to the shareholders in terms of dividend payout. And in this competitive sector, FCMB is taking a fair share of the market. And that is very -- not very to us, and they have been able to prune down the cost of operations to the BRS minimum, which shows tremendous improvement in the financials of the bank. Mr. Chairman, I wouldn't want to go deep into the accounts because like reading from the online and the account is bulky. And I cannot be able to peruse the accounts and do it a diligent justice to all the the account. But one thing I also want to drum into the ears of the Board is the issue of unclaimed dividends, like said, this issue of unclaimed dividend has become a perennial problem. And I would want to advise that the bank should go extra mile in printing and publishing the names of unclaimed dividend products so that we will be aware that the unclaimed -- I mean shares being hedged in the bank. Having said that, Mr. Chairman, I want to commend the company secretary for doing a very diligent job by bringing all the shareholders together is our women customer relationship is second to none. And she has to be encouraged by well remuneration and every other thing that she's entitled to. Mr. Chairman, I want us to on. I assessed by simple reason of buying been able to expand it's branch networks, all over the states of Nigeria. I also want the FCMB to lead from them by expanding because they are customers -- your services are very , very excellent. And that is why you are -- let me also bring this to your end that at the point when we are having the cut swap, FCMB was the only bank that was paying out crispy notes, new notes to customers. So that is -- that's on itself is highly commendable. Mr. Chairman, I will now want to say it all because the other people are online, we want to say one thing or the other. But let me use this occasion to inform the board to work on the financials. So that by next year, we have a robust dividend payout. Thank you, Mr. Chairman.
Unknown Executive
executiveThank you. Thank you, Mr. . May I for of our shareholders that questions should be as brief as possible so that we will be able to accommodate as many shareholders as possible. As I said, we have a number of people online. We have a lot of people here. And we also don't intend to keep you here all day.
Unknown Shareholder
shareholderThank you, Mr. Chairman. Good morning, Mr. Chairman, other Board members here present. The regulatory authorities, my fellow distinguished shareholders, ladies and gentlemen. My name is [indiscernible]. I'm the President of shareholders. Mr. Chairman, I have some observations, comments, questions and suggestions on your annual report. With your kind permission, I will quickly run through them. On Page 57, Item 3, operating results. I want to limit myself to group performance. Gross earnings grew by N212.7 billion to N282.9 billion in the year under review. Profit before tax grew from N22.7 billion to N36.6 billion in the year under review. Profit after tax grew by 48.8% from N20.9 billion to N31.4 billion in the year under review. Basic and diluted earnings per share in Naira grew from N1.05 to N1.56 in the year under review. I observe a growth in our turnover and profit in the year under review. I want to seize this opportunity to give kudos to the Board and management for a job well done. Please keep it up. On Page 20, 2022 award won. I observed that we had an award into our credit in the year under review. This is commendable. Please keep it up. From Page 40 to 45, the beautiful faces on the profile of the Board of Directors. Having said that, we have only 3 ladies in the Board of 10 directors, which amount to 30%. This is unacceptable on gender balancing. We have to improve our needs going forward. From Page 48 to 53, attendance at Board meetings and Board committee is good, but can be better. On Page 58, IMD, Directors shareholding 7 directors out of 10 listed. Our shares are attached to their names directly in the year under review. This is commendable. Please keep it up. On Page 59, Item H, substantial interest in shares of some that we have 4 major shareholders in our company with the minority shareholders in the year under review. I would like to know who is representing the interest of the minority shareholders in our Board. On Page 60 and 61, donations and share receivable speeds. I will say that our CSR in the year under review is perfect because it's centered on health, education, social welfare, youth empowerments and community development. This is commendable. Please keep it up. Lastly, on Page 182, notes 18a, order comprises. I want to limit myself to the group expenses. And expenses went up from N239.1 million to N441.2 million in the year under review. Why? Thanks and God bless you richly for this opportunity. I appreciate it.
Unknown Executive
executiveThank you very much. I think we'll try and I'll tie it between those who're here and those who're online because they're also waiting online. So we take an online shareholder.
Unknown Shareholder
shareholderGood morning. Are you hearing me?
Unknown Executive
executiveVery clearly, yes.
Unknown Shareholder
shareholderAre you hearing, Mr. Chairman? Hello?
Unknown Executive
executiveKindly go on, please. We can hear you.
Unknown Shareholder
shareholderOkay. Okay. My name is
Unknown Executive
executiveMaybe we'll go back to him later. This is his Internet. Let's have Mrs. .
Unknown Shareholder
shareholderThank you, Mr. Chairman. Mr. Chairman, Board of Directors, regulatory authorities joining online, my distinguished shareholders here and joining online, good morning. My name is Mrs. . I'm going to be very brief. Mr. Chairman, before I start my comments, I want to use this opportunity to really commend the board of FCMB Plc and our able company secretory for having hybrid AGM, first of it's kind since we started virtual meetings. This is the first meeting of hybrid AGM. This is what at my meeting yesterday, AGM, that we want hybrid AGM, a situation whereby shareholders from outside Nigeria, those in diaspora and even those within Nigeria, like that just joined now is from ], so that wherever you are, you can join your AGM. You don't need to start entering bus from bus stop to bus stop because you are going to AGM. Please, we are to all companies. We are not against virtual meeting. But please make it virtual -- hybrid AGM. Having said that, Mr. Chairman, I want to start my comments by commending our board for the awards we received during the year. This is on Page 23 of our annual reports that is with us. They've said it -- I'm sorry. This is the award for Best Bank with the highest impact on SMEs in Nigeria. This is highly commendable. Mr. Chairman, I listened to my colleagues, my senior colleagues, Mrs. ], when she was comparing you to your competitor. I'm not going to mention it. Mr. Chairman, I want to appeal to this board, let's continue the way our father, our grandfather, Otunba Balogun, started this bank. Slow and steady. I don't want you to join any Roney, whatever. And at the end of the day, I pray we do at a long trade. I want to appeal to you, continue, we want our dividend every year. We have witnessed. We have many banks before, we know what they are paying, I'm not going to mention a bank. When I say first bank, second bank, third bank, I'm not talking of First Bank of Nigeria. But those banks, we know what they have to deal. Please continue the way we are doing. I'm also customer of FCMB. We have -- we have to tell ourselves the truth. And thank God, I communicate with my sister every time of my branch. For me, branch, I commend FCMB. I commend our bank. If not because of the problem CBN puts us into, I don't see any problem with FCMB branches. When you get to FCMB bank, do we think we are ], it was only FCMB Bank, I see a branch. If not, your branches. When you get there, they say, " , for you. Inside bank you sit down if it's not yet your turn. There is no bank in this country, I can say it hopefully, well, you get every customer will standup. Not only that, when you get to FCMB, that you can write your share count so on. It's only in FCMB. Please, let us continue the way we know our father trained us to do our business. Don't let us do copycats that will fall us into trouble. Mr. Chairman, Page 77. Under this page, there is a provision, I saw something provision there, under liabilities. I think I need explanation on this. No tax yet, N7.5 billion. I want the CFO or MD to give details what you mean by provisions, N7.5 billion. Still on the same page. I also saw borrowings at N88.4 billion. My question here is that what are you doing to address major drivers of high cost of security interbank funding. I'm still on Page 77, Note 28, restricted reserve deposits with Central Bank. Our restricted reserve deposit grew by N163 billion from N329.7 billion to N439 billion above CBN. This is on the high side. I know -- like my oga used to say that directors, you cannot say anything, you can't argue anything with your CBN regulators. But I think we need to do something about this. As one of your competitor AGM year end annual report yesterday, I saw that their restricted revenue that was approved by over N313 billion from N969.3 billion to N1.283 trillion. My question to CBN is that is CBN of Nigeria encouraging our bank or they are trying to kill our banks. And again, I want to appeal to my colleagues, those that are here and those joining us online, this is the time for us to wake up and protect our investments. We know our directors cannot challenge CBN. Let us cooperate and make sure that we fight this. This is the money they are putting in CBN, they are not getting anything from it. It's just restricted. Please, we need to do something. It's not a matter of coming to AGM, I'm President of this, I'm National -- please let us wake up. Please, I'm appealing. My concern on that now is that you, as a bank, able to fund your business with this endless high level of CRR. Mr. Chairman, with the challenges faced by the banking sector recently during the cashless policy and new Naira notes problem caused by CBN ]. Many banks were abandoned. Are they going to refund money back to them, capital no. That almost collapsed the banking sector in this country, which is likely to affect our banks. So my question on this again is that how do we intend to bring back the aggrieved customers. I have lots of people, they say they prefer to put their money under their bed instead of taking it to the bank. They to bring their money on January 31. On the 1st, they close their branches, no money. Many people died during this period. What are you doing to bring back your customers? Having said that, I want to use this opportunity once again. So thank my able company secretary for the opportunity given to me. Gold bless you, god bless Nigeria. Thank you.
Unknown Executive
executiveThank you very much indeed. I think we'll have one more person in present before we try online again. Mr. Patrick.
Unknown Shareholder
shareholderThe Chairman of the Board of FCMB Group Plc, the directors here present, my fellow shareholders, distinguished ladies and gentlemen, my name is Patrick . I say good morning to you all. Mr. Chairman, I want to express my happiness able to attend this meeting. It is just not an understatement, but it is a fact that FCMB has shown direction. FCMB Group Plc has shown that they have a concern for shareholders, and that we give credit to the company's secretary, Mrs. Adedibu, for being able to ask -- within us, shareholders to attend the meeting and for those who wants to join online to join online. Mr. Chairman, the Board, the company secretary, we thank you very much. I can see that you -- apart from being physically present, you are also looking up with people on the line. That shows that you are not discriminatory. That shows you respect the shareholders, and that shows that you are ready to go with the hybrid system, which we are proposing. And that has been -- what I've been agreeing for that we need to balance both sides and make sure that people participate in the affairs of their company. Secondly, Mr. Chairman, I want to express my gratitude to the founder who is always in our meeting, but I saw that he is online today. Mr. Chairman, I will take you to very quickly. And that is my message, also to ]. I write this statement and I'm attracted to one particular statement on Paragraph 3 on Page 9. And it said, I am reminded of this quotation. And that quotation is here. It said, every great dream begins with a dreamer. Always remember you have within you the strength, the patience and the passion to reach for the in order to change the world and , which means I drive 3 things, strength, patience and passion. That also led me to read this report 3 times because it's a statement that has really given me the strength. And that I see is the source of strength in FCMB. Please let's give you a round of applause for them. Mr. Chairman, I thank you for the dividend of N0.25, which to me is welcome. I would pray that going forward through will be an opportunity to receive more. I want to commend the FCM Group for the double-digit growth recorded across all its business segments with the banking group earning about 71.7%, while the consumer, finance, investment, management and investment banking segment grew by 25%, 45% and 26%, respectively. I want to commend the FCM Group for our switch to have additional branches to solar power in 2022. Rather than using the electricity, FCMB set the pace in using solar. And when I went to one of the branches in Nabuja, it was practical they were using solar and it's wonderful. This has removed about 75% of its branch network from grid/diesel generators and provided micro loans totaling N13 billion for over 120,000 SMEs. I want to also comment the fact that investment banking contributed N857 billion this year against N582 billion and 47%, while asset management in financial service group returned its growth trajectory to about N787 billion, which is 49%. I want to comment also the digital transformation drive weakness in the group across all its business segments, the payments, the wealth and lending continue to empower more customers, resulting in a 42% growth in digital revenue to about N37 billion. And also, Mr. Chairman, this itself has really strengthened most of us. But in notice, Mr. Chairman, I will be asking you how do you hope to achieve your 2023 outlook? Again, how do you hope to achieve your 2023 outlook, particularly in your retail and transaction banking as well as your asset -- improvement in your asset quality. Finally, Mr. Chairman, it is on the issue of customer complaint resolution on Page 63. Mr. Chairman, one of those things is that most banks are going through is this issue of complaint, maybe in transfers and so on like that. And since last week, I still see in most banks, you see people outside wanting to go into the bank, while over 90% of them are customer service related issue. But in FCMB, I don't see people outside. I don't ], which shows that your technology is working very fine and its excellent. And so we must continue to strengthen our customer complaint resolution. You can see it on Page 63. It drives from 14,000 to 6,000 each. And of course, we can do better. And I know with more structural, we can do better. And equally, we must also try to improve our risk management to ensure that we don't fall into difficulties. The enterprise risk management is one of the key functions that helps us to bring down our nonperforming loan and also strengthening our balance sheet. We thank you once again, Mr. Chairman, for a wonderful job. We thank the company secretary for this meeting that is organized is excellent. And my take-home is that all remaining banks that have not done their AGM should look and act . Thank you very much.
Unknown Executive
executiveThank you. Thank you, Patrick [indiscernible]. We will take a few more questions. But please, let's be brief because our CEO is to respond to all of these questions. So we need to give them time to be able to get the responses that we are all waiting for. Let me just try one more online, and then I'll come back to do so here for the remaining questions. Mr. ]. Okay. Go ahead please.
Unknown Shareholder
shareholderMembers of the Board, , fellow distinguished shareholders. Mr. Chairman, I want to start by saying that I checking -- listened to what previous speakers have said with keen interest. I am showing my background with this video just so we appreciate the effect that this virtual/big AGM has. And I'm joining from the Yankari, State of Bauchi, and I am live in Lagos. Other people are watching from across the world, and they are seeing what we are all participating in this meeting. I don't want to say -- I don't want to -- in line with what said that we should not repeat what others have said. So to that effect, I don't want to continue with the part on Mrs. Adedibu. What I tell you Mr. Chairman, she deserves much more. And when they said from what everyone has said, I wonder how they want us to see the practical experience of a bank that has purposeful impact with innovation as stated on Page 33 of the annual accounts. Mr. Chairman, this is a wonderful meeting that we are holding today. And like others have said, not just banks, but the Nigerian Exchange should take the cue from this and they should learn from the leadership that FCMB provided, which is in line with what my father -- grandfather ] had laid down. Mr. Chairman, I don't want to take so much of our time. I want to be very short in my own speech. So I would like to take us to Page 35, workplace culture. Mr. Chairman, we've read all sorts of accounts and stock, and we seen places where they say no discrimination with persons with disability and the rest of it. But here, we have our own staff that are actually challenged. We have 4 physically challenged employees who are part of the measures to promote diversity and inclusion. Fellow shareholders, please I think this people deserve a serious round of applause on this. I will say that Mr. Chairman, still on that for physically challenged basis. I think the leadership that we are still providing a third that I think we should have this people in some of our and if it involves pain, then for the [indiscernible] I think it is necessary that we have them so that we show others that what they cannot do or what they are not doing FCMB is doing it. Mr. Chairman, although I am joining from Bauchi states I live in [indiscernible] and I can attest to what others have said with respect to especially the money availability at our ATMs, it is second to none. I must confess I don't have an account -- I don't have a private account, a personal account with FCMB, though I have a business one but then many of times when I go to neighbouring branches with my ATM to withdraw I come back to -- when they don't have cash I come back to FCMB to withdraw, so I think bank also deserve kudos to that. I will say that Mr. Chairman around, still on that work with culture and diversity. I have seen that, although somebody have talked about it, but then I think I should just kind of emphasize and bring my own suggestion. The first point there talks to 33% female representation on the bank's 12 member executive management committee. Mr. Chairman, the 35% of [indiscernible] action was actually, I think, signed into law by the [ Alusa Mobile Songa ] administration. Mr. Chairman, I don't think our bank needs to still be lagging behind in this. I mean we have enough resources those are still with us and those are left. If we don't -- if we don't want to spend much so much resources on looking for somebody from outside, of course. I think we Mrs. [indiscernible] deserves a Board membership sure that if she gets that, she will come with so much experience and talent and so on. Of course, Mr. Bakere is also good candidates for such. So I think we showed the improve on that. So let me round up there. Thank you very much.
Unknown Executive
executiveThank you. Thank you, Mr. Hamzat. Now we're back to the hall will take about three more questions. Mr. Gbenga Idowu.
Unknown Shareholder
shareholderI want to stand on the existing protocol. Like I've been mentioned by the Chairman. My name is Gbenga Idowu, I've been to many meetings, from the essential of my activism in the capital markets. FCMB's turns out, why I think the culture of excellence passed on by the [indiscernible]. I really stand out to now and your system forever. Someone talked of Mrs. Bakare, Mrs. Bakare added that [indiscernible] and I believe that Mrs. [ Arenite ] grouping successors. And so also in the operational aspect of the bank. I've forgotten the name of the [indiscernible]. I think I learned quite a lot of thing from that man. Maybe about 30 minutes meeting but I learned a lot. One of those ones that was passed on to the existing operational team of this bank is the bank is the business of the bank is cash. That -- I took that as that time and that worked us into. You go to whether I [indiscernible] we decided to start little Nigeria but FCMB billed us out. I'm a customer of the bank. So you have cash and at that time, if to get 5,000 anywhere, it's a lot of money. So the bank that come to your rescue, you can't forget. Well, I'm quickly reminded of Mr. [ Long ] -- that is we really land quite a lot, bank is about cash. Not about beating deficits or whatever when people got to look for them and the guy gets -- so are we going to [indiscernible]. So I want to commend the presentment team to have land quite a lot from the fund from both seniors who are [indiscernible] who already as also managing that. Be that as it to me. People have been talking about relationship. The relationship is not just the operational management at the head office. It's really actually even the branches. There are so many of the staff of the banks now I have go to. They act like daughter and sons to me, where they relate to you, made you feel so happy. They have mandates. Operationally, people have been talking about times of crowd at the banks. [indiscernible] cut demand at the present level of creativity and technology advancements at tenor, put on your thinking caps get many of your customers to a actually be online. And [indiscernible] Now we did present Ascom, me, my children, they have already always advisement to take on banking app I didn't. But this we have to I have to. And actually he help me because I really send me so many stress. If I want to pay anyone I would ask you first. Give me and on to you before I will go to the bank and gone and a lot goes on. So I attend the bank to, where the kind of integrity that you have you staff up but you need to leverage on that to really be on because it helps you and save you. You don't have to bid all the mall. So that -- they put the car back no, just your efficiency is worth to live. I'm not and I want to say -- no com may be a very, very steep in, but I want the banks to think about this. The interim dividend is very, very good, especially as celebrations. It has people. It doesn't really matter. Whether it is small, even if we give people [indiscernible] they can get it to spend when the tale will let for you. So if that not do anything to it. So I want to really appreciate Mrs. [indiscernible] quite a number of people have an comes, but more importantly, she is the best. She is passing to go. Thank you.
Unknown Executive
executiveThank you very much. Comrade Lawrence Oguntoye.
Unknown Shareholder
shareholderOnce again, I'm Comrade Lawrence Oguntoye. I'm standing on the existing protocol. I want to say a digital 10, which is 10th Annual General Meeting, is significant. And so a celebration and this Annual General Meeting profits also [indiscernible] celebration. But despite of unfriendly economy, regulatory headwinds, toxic environments, political tossel and uncertainty. You are able to present us a fantastic results. We all understand that we are the difficult in Nigeria were from Johan go as board managing you are able to boost my or with the shareholders with a dividend of NGN 25. I thought it is a roundabout plus. Having said that, I have said that in the annual reports to much shall be set from the [indiscernible] profits where we managed to present the one our results. As a perfect innovation being introduced by managements under the leadership of our group CEO, Mr. Ladi Balogun, that's a new technology and digital solution. We're able to generate reasonable profits from that angle. And I sincerely want to appreciate the entire workforce and also our staff, the big disk. Although in annual reports, I could see that we have consumed to start in terms of [ warfarin ] as seen on the money made to put more efforts to enhance our staff so that psychologically, they're able to inject the natural ability into our mission in regard of our sustainability and profitability. Having said that, consigned addition of a technology need innovation of this new technology and digital solution, I still want to empower [indiscernible] requirements as against Internet fluctuation. So our customers not to be deprived not to be discouraged not to [indiscernible] not to patronize other financial institution I mean, our competitors, we're now our Internet has been very strong. We have a perfect internet structure. Our customer would be deceived to patronize others. I -- it was -- I see -- I was going to an Internet and go subjects or wallets, banking this time around they are trying to -- start to slash our customers. And if we are not being careful, the level of customer opportune in regard able profitability who won't be encouraged the next coming year. So therefore, I would like us to make a perfect structure in the era of Internet as against our competitors, financial competitors and also this year of the wallets. That's one of my points there. And also, I want to appreciate the proactive management because I have said that our subsidiary, despite of the economic challenges is productive. All our subsidiaries are performing wonderfully. I want to appreciate you in that regard? And also, you focus more on SME and also the -- you focus much on them where we grew much of our profits. I think want you to continue in that area. And I want to join my [indiscernible] sister. She says something. I again, I would say against just an advice to what [ Mr. Labs ] said that you should try to spread your thing to [indiscernible] One of our financial is competition has as is but -- please don't rush. Take it easy. Take it easy. The future is bright. We have a futuristic money greens that are working effectively. So let me [indiscernible] pushing it, you are pushing it other positive as is and we, the shareholders, I really enjoy you. Thank you for that. Concerning the -- I still want to encourage the management to kindly watch as they gain the regulatory inflection. I know that you have a lot of things on a table. They can be now to submit the next strategic documents the regulatory. So as not, as again, the regulatory inflection. So let's profit in that area. And also, I still want to Mrs. Bisi Bakare, that most of our customers, especially the [indiscernible] that have been affected by this cashless policy, although it has advantage and disadvantage we see on to place to educate them for against to come back home because FCMB is their own. So here, we are in here we are also telling you please to aggregate especially the illiterate that have been affected by this issue of a cashless policy not to store by their money in the home, but to bring it back to FCMB and regard of our sustainability and profitability. I want to submit for the opportunity given to me I want to appreciate you that from the harbor of shareholder we continue to live [indiscernible] relationship where they have FCMB more than money may be having an interesting value towards our financial institution sustainability and profitability. Thank you once again Gob bless you really good.
Unknown Executive
executiveThank you. Thank you very much, indeed, Comrade Lawrence for those comments and very, very useful questions. I think we'll just take one more and then we'll have our CEO, make responses to all the questions.
Unknown Shareholder
shareholderThank you, Chairman. Thank you, Secretary. The name is Igbrude Moses, the current Nagano President of Independent shareholders as solution of Nigeria. Yes, it's comrade. So first, I have to appreciate the bank, starting having a concept the dream and developing the dream from one point of conception inspiration to physical practicality that driving needs to this point is something that needs competition, not only competition. It is the work of God. You see is how many banks have assisted, I've gone down at assistance. We're vaccine stronger. It is the hand of God. And there are different category of people. I've learned. There are people God when they prayed that God bless me, God will bless them. When go bless them. They can have everything you know what, greed, we come in and they will make sure they want to get everything. That is the blessing you prayed. The second leg, you have to prayed for all of us is that when you are praying that god bless you. You should also pray that God should give you bless you with the mind to employ those weight, right. That if you blessing with the money, and at the same time, bless really high to employ them very well. It's what -- you are highly favored because it is not easy for somebody in concept and now bring it to this point where shareholders will become staff will be there. A lot of other people that is a blessing and it's not something that you can easily get. So I thank the [indiscernible] and God is keeping him strong, giving him sound mind. We saw he when is [ witosia ] and its listening at that age will continue to work in go for its life. Now comment to this point. First of all, I want to mention something. Yes, back when there were crisis across the country, 2008, 2009. Every country, especially U.S. and on a developed country, develop or brought at a body to measure the service or address those [indiscernible] Nigeria for 10 years the law that time went to her and some of us went to natural assembly. This most time you are building, you said it's always going to assist for [indiscernible] a whole 10 years, they have not completed the not extended it. If you look at all the accounts of banks, headbands, you are paying 7% of balance sheet money to Apco. Why is inexistent. What is it to -- it's a possible your print collects or whatever toxic assets and rallied up, whatever, it's not met to make profits. So CPN, no, we are fighting it that you have to put its top 2. You can't be paid a percentage a huge percentage of such amount of money to head back to organize institution. As well as we have -- last December, we placed as an association, we place an ad [indiscernible] Two, in the national newspaper, we are fighting that as an association. We continue to fight it, and it should not be insistent where you -- at least you have your [indiscernible] committee and all of that. Well, you get a say it's there. Certainties bad. Why are you not taking from what is bad, again to work, what is good to service, what is that? So I guess it, we're going to fight it. That's what all your KPIs, ratios and all of that are standing. And I believe that you should keep it up. I want to ask about, there is a product you have where we use our telephone numbers as accounts. What happened to that product? So you hear it from First Atlantic, what happened to that using our full number because at that time, we have that product. I have a [indiscernible] that, that we're going to use -- what's happened to it? [indiscernible] developed is this digital area we are look at it the Managing Director if you have not. Then another issue and it's very concise our sustainability. We have more to this level 10 years We want to live on around 50 years or 100 years. And doing that is what our sustainability. Our one major team that happened and is pacing [indiscernible] is internal risk. The risk that parses back from inside is more risk of facing that is using from asset staff. You employ 100 people today. In the last 3 months, ATP. Before you have land or your tricks and before problem again, what are you doing to address all those ones. It's very key. And the ability now is pay everybody is moving. Everybody is moving and is a major problem, especially in the banking and the other company, how are you addressing them. And it's good to -- the one is good, we are not in a digital ad, if you know that you have key people who are very as bad if they jump a you can they can still work for where ever they are. If you think you can trust them. So I want you to look at it all encompassing because more people are going to a jackpot. So how are you addressing that key challenge? So that is I want to respond. Another major issue that faces this country is lack of ForEx. We are established to translate businesses with company and all of that. Is not what -- where you go to manufacturing company and all of that. I said that people have ForEx to import, to transfer and all of that. What are we doing to address to help them to address this. It's a very key issue. ForEx, Foreign Exchange. You will see that it happened because of naira devaluation, you will see that both of the money, you will see that, yes, we will put from [indiscernible] a product and all of them pay huge expenses. These are challenges. And this type of in need is an opportunity for us to make more money if we can banks to make more money if address or find strategy to that. So please, I want you to look at that area which others manufacturers import us in addressing the issue. And finally, I know we have talked more about this. These see arrow result that restricted cash that has been done by CPM. My sisters said, shareholders should fight. I want to bring it to your attention 2 years now, 2001 December, we placed and advise a newspaper have press conference to address this issue, the CPL should stop increasing. Last year also, we do the [indiscernible] both for the [indiscernible] the up countries. We have a magazine as a global business advocate. That is what we push for it, and we'll continue to do it. So we want the other shareholder we want new people are corporate to support because it's not something we can do. When a policy is a bad, is its bad. This service structure is in insurance but repaid in 2 percentage by 5% or 20% on that restricted cash. Why can they do that for bank. So we must continue to fight it. We must come when a policy is not good for the indoors. We have to fight it. Nobody will shy away from fighting it. So we were solidly behind new people as an association, we are doing it and will not relent. We have done it for the other 2021 and '23 -- '22, we did it, and we'll continue to do it. So having said all these points, I come to conclusion by showing the appreciation to the Secretary to the Board, the Chairman and I want the company to learn from this type of AGM you are just on. It's perfect. Profit that is to say as of physical, then anybody from our side we want to try. So it's something that we are advocating for. And this is what we want. It's not the one that you completely we align minority shareholder. And Chairman you have -- you conducted this meeting very well by making sure that -- there is -- people speak from the [indiscernible] wherever they are and people who speak from the physical is so perfect. And I know that the message will continue to tell a lot of people to emulate and learn from what the company secretary. Thank you very much once again, the name is Igbrude Moses.
Unknown Executive
executiveThank you. Thank you. Mr. Moses Igbrude you very much indeed. Before I call on our CEO, to respond to all the questions posed and comments made. I'd like to thank the shareholders who have posed various questions. As always, the Board and management always find your -- both your questions and your comments very, very useful indeed. And it shows the enthusiasm we have for our company. It also shows that we have very, very knowledgeable investors and shareholders because the nature of your questions demonstrates a deep knowledge behind those questions. So our CEO will now respond to all the questions and comments made.
Ladipupo Balogun
executiveThank you, Chairman. Distinguished ladies and gentlemen, shareholders, my fellow directors, permit me to remain seated while I respond not quite as young as I used to be or the whole beyond. So I can't read my notes if I'm standing up my eyesight is not quite what it used to be. Maybe I need new glasses but first of all, let me say, a very big thank you to all our shareholders for the questions you have asked. It's clear when they say, no one reads anymore nowadays, at least I know FCMB shareholders read our annual report. So we're very, very grateful. And I must commend our team on this side as well for putting together what I think, as you've said, was a very comprehensive document. And even I was impressed by the technology that we are using today with the hybrid format and the people able to participate remotely in this AGM. So certainly things are looking up in many respects across the group. But your questions certainly and your comments certainly have given us a lot more to think about to know that certainly, we're not yet where we can be and there's much more work to be done. I will respond to those questions that I was able to note. I think the first I will touch on those questions around our branches, maybe the possibility of increasing the size of our branches, increasing the size of our network, maybe adding to ATMs. We will review this to see what can be done. I would also, however, encourage I think it was Mr. Do that said, that please also embrace our mobile app, if you can. I do know and somebody also sort of mentioned something about the IT department and making sure that the Internet is very stable. We know that we did experience some instability across the banking industry during the period of the most severe cash crunch. We have been very hard at work to make sure that, that instability is remediated fully. And I think in the last few weeks, certainly, we have begun to see very, very good stability on all the platforms, particularly on the app, and we are continuing to work very hard to ensure that within the next few months, we will be getting the same level of reliability that you're seeing from those? I think somebody mentioned something about the wallet banking, so 1 or 2 of the new companies that are offering wallets and appearing to give banks run for their money. I can assure you that you will see the same level of effectiveness from your bank FCMB as far as that is concerned. So I would thank you. I would please encourage those that are not yet using our apps to start doing so. It may be -- it may take a little bit of learning the first time, but once you use it, you never want to go back. So please patronize the app. There were a number of other questions around the financials. I think, in particular, I'll pick just 1 or 2 out. On entertainment expenses, there was -- it was noted that there was a jump to about NGN 400-and-something million on entertainment expenses. Now in fact, what I would say is that much of that is related to promotions we've been doing to attract retail savers. As you know, we run a lot of promos. And those promos also require us to do -- whilst we describe it as entertainment is not us enjoying ourselves it's us putting on things for our customers. It has been very effective because we saw last year that our retail savings grew by almost NGN 100 billion. So even though we did spend NGN 400 million on entertainment expenses, the return that we're able to get in terms of the growth in retail savers has been very significant. So we believe it was money well spent. Points were raised about cash reserve requirement. It is a challenge for us as a bank and across the industry. We are doing all we can to combat it. We recognize that it is necessary to help mop up the excess liquidity in the system and help manage inflation and keep it under control and also help to put less pressure on the depreciation of the naira because the more liquidity there is in the system, the more it is believed that, some of that will always go towards purchasing goods or services that will involve some form of importation either directly or indirectly. So we do understand the rationale behind it. And for the time being, until we can all collectively bring down inflation in the country and improve the supply of FX, we will probably it is here to stay, unfortunately. But there is a lot we can do, we are actively growing our funding base. We're using technology a lot to do that. And if you saw in the accounts, our deposits have been growing very, very strongly. And I think we have either just announced or about to announce our Q1 results. You're also seeing that the deposits are growing very, very strongly, largely due to the use of technology. I was also asked about how we intend to sustain the 2023 outlook. I'll refer to my closing comments in the annual reports in the CEO's statement where I said that there are really three things that we are focusing on are not necessarily in the order that was mentioned there, but the first is technology. The second is our purpose. And the third is the performance culture. And I'll just talk on each of those three briefly. We have been going through a lot of what we describe as digital transformation in the organization. You're witnessing some of that here today with the AGM and the way it's been conducted. But beyond that, the use of things like our mobile app has gone up very rapidly, particularly we saw during this period where cash was less available. But beyond that, across our businesses from lending products to asset management products and a whole host of other areas, payment solutions, solutions for merchants, which are people that are shopkeepers and so on to be able to collect sales more efficiently. We're expanding our agency banking. Today, we have about 10,000-plus agents that provide banking services on our behalf. But indirectly, we have almost 100,000 agents where we're working with other third-party super agents to be able to reach customers. All these are really to use technology to help accelerate the growth of the business and also the efficiency of the business. And this is working quite well. The second area I'd talk about is purpose. And I noticed that whilst it was in a different context, we were asked about the sustainability of the business. A lot of much we're doing nowadays is really to focus on ensuring that we're having a very positive impact on the economy because there's no point bank making profits and businesses, SMEs and others are struggling. So we've really refocused our business around a very clear purpose, which is to help foster inclusive and sustainable growth in the communities that we serve. And what we are finding is that, that is creating a whole lot of new opportunities for us to grow because there is no shortage of challenges in Nigeria today. And as an institution that is really focused on helping to solve problems, we're seeing that in solving problems, we're able to create value for all stakeholders, both our customers as well as our shareholders. And that we believe will also help to propel the performance of the organization and make sure that we attain the performance outlook that we have set -- that we see in 2023. And the final one is also the performance culture. And I'll also reference the question about this challenge of Japa and people leaving the country and how we're contending with that. I don't think we will be able to retain everybody that wants to leave. But what we're making sure is that we're building a performance culture that motivates people and motivates them to want to go the extra mile and put in discretionary effort. And we're beginning to see gradually the benefits of that. We still have some way to go, but we're strengthening what we call our employee value proposition as part of that performance culture enhancement because where people see that there is more to working in FCMB than just coming to earn salary or more to work in FCMB than just helping shareholders make more money. You will find that they're more motivated to go the extra mile. And some of the opportunities and challenges that we see in Nigeria are not available in the West. We all know that if you go to London, if you go to U.S., the problems that they're having in those countries, we cannot really relate to them in many respects. And when you give people the opportunity to work in an environment where you're helping to solve the problems of your own country, it is something that remains very appealing to people. So we have to make sure that we are competitive in terms of pay. We have to make sure that we motivate our employees, both in terms of what we can offer to support them financially and in other ways, but also make sure that we give a value proposition to the employee that they themselves see that it makes sense, and I really do enjoy working here. It is a -- it is not a quick thing. It's a marathon, I would say. But every day, every month, every year, we're strengthening that proposition and we're able to counter some of these challenges of people wanting to leave the country. But specifically relating to the performance outlook, this is also contributing significantly to helping to improve the performance of the business. And by God's grace, you'll also see that in 2023, we will sustain the momentum that you witnessed in 2022. On an additional point on the whole issue of young people leaving the country, I think one of the things that it means that we have to do is that we have to have a very strong pipeline of employment that we are creating new jobs. So yes, people may leave, but it's also creating more jobs for those that are otherwise unemployed or underemployed. So we are regularly recruiting and putting in place very strong training programs to make sure that those young, inexperienced bankers or financial service professionals that choose to work with us that we make sure that we train them up very quickly and that they can fill the gaps that are being created by the attrition that we should expect will happen. There was a question or request around interim dividend. I think this has been noted. We cannot promise that it will start immediately, but it's certainly something that we will take on board and see what can be done. There were -- I've touched on the things around the IT and what we're doing there. I would say that there is a major re-platforming that is happening across our group. And you will see over time, much stronger resilience. I expect by the time that we are at the AGM next year, we would have attained amongst, if not the best, in not just the banking, but the entire financial service industry, you will see really very, very high levels of reliability across all our platforms. And that is a major priority that we have as a group, and we're working seriously towards. We note the points that were made around not just rushing and trying to be like other banks. We do have our own clear strategy. Our strategy is very clearly focused on our customers. We understand who our customers are. And to the extent that those customers require us to be in certain locations, we will look at them very, very seriously. But as I mentioned earlier, we would also, at the same time, whilst we are looking at those opportunities, be encouraging our customers to adopt the alternative channels such as the mobile app that we offer. A question was raised about what happened to the product that we had, where the account number was your mobile phone number. In fact, we have had that product twice now initially from one of the banks we acquired around, was it 2008 or so when we did the acquisition. But then more recently, about 4 years ago, we did launch a product that was known as Easy Account that was an improvement of that. For now, we have seen that the controls around those products were not at the level that we would like them to be. So we have had to take a step back and really strengthen all things around IT security and controls to make sure that any products that we offer you, you will not experience undue fraud. And some of these other wallet systems that you've heard about in the market, that has been a big problem. And while I will not demarket anybody I will say that, certainly, it's very important before you try new financial products from anybody that you are very sure that it's been properly regulated and that it is with institutions that have the capacity to be able to reimburse you in the event that there's any major issue. But so it's really around the controls that we are making sure that there will be products that come across as being very convenient. But if we're not satisfied that you will be protected as a customer fully, we will have to take a step back and see what can be done to make sure those products meet all expectations. So those are the questions and comments that I wanted to touch on. But generally speaking, I would like to say that we really greatly appreciate everything and all the contributions that you as shareholders have made. We appreciate the comments and the advocacy that you're also providing towards the regulator and other stakeholders about the challenges our bank has vis-a-vis whether it be cash reserve or AMCON or any of those things. We do recognize that, ultimately, the regulators are trying to help improve the economy. And sometimes, as an industry, we have to bear our fair share of that cost. But of course, any advocacy that we can get will be appreciated because we do know that these things do have an impact on many of you shareholders, many of whom are pensioners. And part of the way in which you will earn your income will be from the dividends and so on from banks and other publicly quoted companies that you have shares in. So we thank you for your support. We thank you for your patronage. We thank you for your players and your good wishes, and we pray also that 2023 will be a prosperous year not just for our own organization, but also for you all. Thank you very much.
Oladipupo Jadesimi
executiveThank you. Thank you very much, indeed. I think our CEO has responded comprehensively to a lot of the questions specifically. But I think also in general, I think he has addressed the sense and the trend of most of the questions posed in a very complete fashion. Thank you. Okay. Before we commence -- we now go to voting on the various resolutions before our AGM today. Before we commence the voting though, I would like to call on the registrar to address the meeting and explain once again the format of the procedure.
Unknown Executive
executiveThank you, Mr. Chairman. Distinguished shareholders, we are about to commence the voting session. Like I said earlier, voting is going to be conducted electronically by poll. And each voting session will last for approximately 20 seconds. Thank you, Mr. Chairman.
Oladipupo Jadesimi
executiveThank you. I hereby propose the first motion for the day, namely that the report of the directors and the audited financial statements for the financial year ended December 31, 2022, the report of the auditors thereon and the Audit Committee report be adopted. I'll appreciate a shareholder to kindly second the motion, mentioning their name. Kindly second the motion, please? Thank you.
Unknown Shareholder
shareholderThank you very much. I purposely want to second dividend, but you are giving me this, because I love money. Thank you for giving me the opportunity. My name is [indiscernible]. I'd like to second the motion.
Oladipupo Jadesimi
executiveThank you. Thank you very much. I now call for a poll by the Registrars.
Unknown Executive
executiveOn the resolution to receive our considered report of the directors and the audited financial statements for the year ended 31st December 2022, the auditor's report thereon and the audit committee report, voting starts now. [Voting]
Unknown Executive
executiveThe voting session has ended, with your permission, Mr. Chairman, may I display the results. On the resolution to receive our considered report of the directors and audited financial statements for the year ended December 2022, the auditor's report thereon and the audit committee report, we have 100% voting favor of this resolution amounted to 10,983,779,309 units of shares. Thank you, Mr. Chairman.
Oladipupo Jadesimi
executiveThank you. Thank you. Following the announcement of the poll results by the registrar, I hereby declare that the resolution has been overwhelmingly carried. The second resolution is as follows: following the recommendation of the directors that a dividend payment of NGN 25 per share of NGN 50 each ordinary share. We declared payable to the members so entitled, whose names appear in the register of members at the close of business on April 13, 2023. I hereby propose the motion that a dividend of NGN 25 per each NGN 50 ordinary share be and is hereby declared payable to the members so entitled, whose names appear in the register of members at the close of business on 13th April, 2023. And will a shareholder kindly second the motion?
Unknown Shareholder
shareholderI so do Mr. Chairman. My name is [indiscernible].
Oladipupo Jadesimi
executiveThank you. Thank you. I now call for a poll on the resolution.
Unknown Executive
executiveOn the resolution to declare dividend, Voting starts now. [Voting]
Unknown Executive
executiveThe voting session has ended, with your permission Mr. Chairman, can I display the results? Under resolution to declare dividend, we have 100% votes in favor of this resolution, amounting to 10,983,777,421 units of shares. Thank you, Mr. Chairman.
Oladipupo Jadesimi
executiveThank you. Following the announcement of the poll results by the registrar, I hereby declare that the resolution approving the declaration of dividend of NGN 25 per each NGN 50 ordinary share payable to the members so entitled whose names appear in the Register of members at the close of business on 13th April, 2023, has been duly carried. The third item on the agenda is to reelect the directors retiring by rotation. Pursuant to Section 285, subsections 1 and 3 of the Companies and Allied Matters Act CAMA 2020 on rotation of directors, at the annual general meeting in every subsequent year, 1/3 of directors for the time being or if their number is not 3 or multiple of 3, the number nearest 1/3 shall retire from office and shall be eligible for reelection, if the retiring directors so offer themselves for reelection. Accordingly, Mrs. Olapeju Sofowora, Mrs. Tokunboh Ishmael and Ms. Muibat Ijaiya, being directors who have been longest in office since their last election and due for retirement by rotation hereby offer themselves for reelection. The detailed profile of the 3 directors as stated on Pages 43 and 44 of the annual report and accounts, while their record of attendance at Board meetings is captured on Page 48 of the annual report and accounts. Please note that the resolution for the reelection of the 3 directors will be taken separately. I hereby propose the following motion that Mrs. Olapeju Sofowora, who is offering herself for reelection as a director be and is hereby reelected as a Director of FCMB Group PLC. Will a shareholder please second the motion?
Unknown Shareholder
shareholderMr. Chairman, my name is [indiscernible], I second that motion.
Oladipupo Jadesimi
executiveThank you. Thank you very much, indeed, Will the registrar kindly do a poll?
Unknown Executive
executiveOn the resolution to reelect Mrs. Olapeju Sofowora as a Director, voting starts now. [Voting]
Unknown Executive
executiveThe voting session has ended. Mr. Chairman, with your permission, can I read the results? On the resolution to reelect Mrs. Olapeju Sofowora as a Director, we have 97.99% votes in favor of this resolution, amounting to 10,709,338,756 units of shares. Thank you, Mr. Chairman.
Oladipupo Jadesimi
executiveThank you. Following the announcement of the poll results by the registrar I hereby declare the resolution to reelect Mrs. Olapeju Sofowora as a Director has been overwhelmingly carried. I hereby propose the following next motion that Mrs. Tokunboh Ishmael, who is offering herself for reelection as a director be and is hereby reelected as a Director of FCMB Group Plc. And will a shareholder kindly second the motion?
Unknown Shareholder
shareholderThank you, Mr. Chairman. My name is [indiscernible]. I second the motion.
Oladipupo Jadesimi
executiveThank you. Thank you. I now call for a poll by the registrars.
Unknown Executive
executiveOn the resolution to reelect Ms. Tokunboh Ishmael as a Director, voting starts now. [Voting]
Unknown Executive
executiveThe voting session has ended. With your permission, Mr. Chairman, can we have the results. On the resolution to reelect like Mrs. Tokunboh Ishmael as a Director, we have a 97.99% votes in favor of this resolution, amounting to 10,709,338,756 units of shares. Thank you, Mr. Chairman.
Oladipupo Jadesimi
executiveThank you. Following the announcement of the poll results by the registrar, I hereby declare that the resolution to reelect Mrs. Tokunboh Ishmael as a Director has been overwhelmingly carried. I hereby propose the following motion that Ms. Muibat Ijaiya, who is offering herself for reelection as a director be and is hereby reelected as a Director of FCMB Group Plc. Will a shareholder kindly second?
Unknown Shareholder
shareholder[indiscernible]. I think Mr. Chairman, I need your cover. My name is [indiscernible], I rise to second the motion of the reelection of the director. Thank you very much.
Oladipupo Jadesimi
executiveThank you. Thank you. I now call for a poll.
Unknown Executive
executiveOn the resolution to reelect Ms. Muibat Ijaiya as a Director, voting starts now. [Voting]
Unknown Executive
executiveThe voting session has ended. With your permission, Mr. Chairman. On the resolution to reelect Ms. Muibat Ijaiya as a Director, we have a 98.52% vote in favor of this resolution amounting to 10,819,124,797 units of shares. Thank you, Mr. Chairman.
Oladipupo Jadesimi
executiveThank you. Following the announcement of the poll result by the registrar, I hereby declare that the resolution to reelect Ms. Muibat Ijaiya as a Director has been overwhelmingly carried. The fourth item on the agenda is as follows: to authorize the directors to fix the remuneration of the auditors. By virtue of Section 408 of the Companies and Allied Matters Act 2020, the remuneration of the auditors may be fixed by the directors. I hereby propose the following motion that the directors be and are hereby authorized to fix the remuneration of the auditors. And will a shareholder kindly second the motion?
Unknown Shareholder
shareholder[indiscernible], Mr. Chairman, my name is [indiscernible]. I so second.
Oladipupo Jadesimi
executiveThank you. Thank you. Thank you very much. I now call for a poll by the registrars.
Unknown Executive
executiveOn the resolution to authorize the directors to fix remuneration of the auditors, voting starts now. [Voting]
Unknown Executive
executiveThe voting session has ended. [indiscernible] Mr. Chairman. On the resolution to authorize directors to fix the remuneration of auditors, we have 100% votes in favor of this resolution, amounting to 10,983,778,917 units of shares. Thank you, Mr. Chairman.
Oladipupo Jadesimi
executiveThank you. Following the announcement of the poll result by the registrar, I hereby declare that the resolution authorizing the directors to fix the remuneration of the auditors has been duly carried. The fifth item on the agenda is as follows: to disclose the remuneration of managers of the company. By virtue of Section 257 of the Companies and Allied Matters Act 2020, the compensation of managers of the company shall be disclosed to members of the company at the Annual General Meeting. The remuneration of the managers of the company is disclosed on Page 222 of the annual report and accounts. And members, I hereby call upon to note the same. Accordingly, this information has been disclosed to members as required by the Companies and Allied Matters Act of 2020 and there is no requirement for any voting on the matter. The sixth item on the agenda is as follows: to reelect members of the audit committee. Section 404 subsection 2 of the Companies and Allied Matters Act 2020, provides that an audit committee should be established by a public company. Section 404 subsection 3 of the Companies and Allied Matters Act provides that the audit committee shall consist of 5 members comprising 3 shareholders and 2 nonexecutive directors representative of the Board. The Board has approved Professor Oluwatoyin Ashiru OON and Mrs. Olapeju Sofowora as the 2 nonexecutive directors to represent the Board on the statutory audit committee. 3 shareholders were nominated by members not less than 21 days before the Annual General Meeting. And the nominations were verified by the registrars, as required. These nominees are as follows: Evangel Soares [indiscernible], nominated by [indiscernible]. The second is [indiscernible] nominated by Ajania [indiscernible]. Third, Mr. [indiscernible] who was nominated by [indiscernible]. Accordingly, having met the number of members required by the Companies and Allied Matters Act, I present the following persons as members of the Statutory Audit Committee of the company for the current financial year: [indiscernible], [indiscernible], and [indiscernible]. And from the Board, Professor Oluwatoyin Ashiru OON and Mrs. Olapeju Sofowora. Fellow shareholders, on behalf of the Board and the company, I thank you all for attending both in person and virtually this meeting and showing your customary enthusiasm, awareness, knowledge in the company and in our affairs. I thank you very much indeed. This has now become a tradition, which we very much welcome because it is your company. And active participation and loyalty are extremely, extremely welcome and appreciated. I would also like, before we conclude to, first of all, thank the Executive Board and management as well as our employees for continuously more than meeting the challenges of the environment because year-on-year, they deliver good results; year-on-year, they find the liquidity and the cash to pay dividends. And from our own experience in either business or even daily life, the environment in Nigeria is extremely challenging. And in the financial sector, particularly, it's not only challenging, it's also evolving. So for management to be able to maneuver around all the challenges and to map out strategies that will assure us of not just continuity, but also growth and dividend payment every year, I can assure you, is not an easy task. But clearly, they've shown themselves to be up to the task. And I'm sure you'll join me as fellow shareholders in thanking them very, very heartily indeed. Ladies and gentlemen, that concludes the formal business of our 10th Annual General Meeting, and I declare the meeting closed. Thank you. Now before we depart, [indiscernible] kindly do us a short closing prayer. Thank you.
Unknown Executive
executive[Foreign Language]. Almighty Allah, we thank you for the AGM of FCMB. We thank the company and the founder of the company. Almighty Allah, be with every one of us and save everyone of us back to our destination. [Foreign Language].
Oladipupo Jadesimi
executiveThank you. Thank you.
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