CAPITAL BANCORP PLC
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2019
The Directors have pleasure in submitting to the members their report on the affairs of Capital Bancorp Plc (the “Company”), and its subsidiaries (together “the Group”) along with the consolidated and separate financial statements and the Auditor’s Report for the year ended 31 December 2019.
The consolidated and separate financial statements of the Group and Company have been prepared in accordance with International Financial Reporting Standards, the relevant requirements of the Companies and Allied Matters Act CAP C20 Laws of the Federation of Nigeria 2004, Investment and Securities Act No. 29 of 2007, the Financial Reporting Council Act No. 6, 2011, Banks and Other Financial Institutions Act, CAP B3 Laws of the Federation of Nigeria and relevant Central Bank of Nigeria circulars and guidelines.
The principal activities of the Company continue to be engaging in the business of stockbroking, underwriting, issuing, purchasing, subscribing or otherwise acquiring and disposing of securities such as shares, stocks, bonds, debenture stocks etc.
There was no change in the principal activities of the Company in the period under review.
Capital Bancorp Plc was incorporated on 13 June 1988 under the provisions of the Companies and Allied Matters Act CAP C20 Laws of the Federation of Nigeria 2004 with RC No. 114135. It commenced operations on 3 October 1988. The Company is registered with the Nigerian Securities and Exchange Commission (SEC) as an Issuing House and Broker/Dealer. The shares of the Company are owned fully by Nigerian citizens and corporate organisations. The Company converted to a public liability company on 13 February 2012.
Bancorp Bureau De Change Limited (Bancorp BDC) is a wholly owned subsidiary of the Company. Bancorp BDC was incorporated on 20 February 2008 and commenced operation in February 2010. Bancorp BDC engages in buying, selling and dealing in foreign currencies (convertible currencies) to end users for purposes stipulated by CBN which include Business Travel Allowance (BTA), Personal Travel Allowance (PTA), payment of school fees, mortgage bill payment, payment of utility and medical bills, credit card, life insurance premium payment etc.
Bancorp Finance Limited (BFL) is wholly owned subsidiary of Capital Bancorp Plc. This entity was incorporated on 25 November 2002 as Capfin Nigeria Limited. The Company changed its name on 6 November 2003 and this was duly registered with the Corporate Affairs Commission on 29 August 2007. The finance house license of Capital Bancorp Plc was transferred to the Company as a result of a CBN directive and after due approval for same was given by the CBN in July 2014. It fully began operations as a stand-alone company on 1 January 2015. Its authorized share capital is 150,000,000 shares.
Result for the year
|Profit/(loss) before income tax Income tax expense||96,373 (29,981)||8,689 (18,033)||83,943 (15,713)||(6,964) (9,229)|
|Profit/(loss) after income tax Other comprehensive (loss)/ income||66,392 (75,191)||(9,344) 190,874||68,230 (75,191)||(16,193) 190,874|
|Total comprehensive (loss)/income||(8,799)||181,530||(6,961)||174,681|
Shareholding and Substantial Shareholders
The issued and fully paid-up Share Capital of the Company is 766,345,021 ordinary shares of 50 kobo each.
The following shareholders held 5% or more of the issued and paid up shares of the Company as at 31 December 2019:
|Name of Shareholder||TOTAL UNITS||VALUE (N)||% HOLDINGS|
|Estate of Aremo Fola & Mrs Awobo Pearse||95,956,145||47,978,073||12.52|
|Great Nig. Insurance Co. Plc||80,812,924||40,406,462||10.55|
|Nigerian Reinsurance Corporation||78,848,986||39,424,493||10.29|
|Leadway Assurance Ltd||56,387,392||28,193,696||7.36|
|Estate of Williams S.A.||37,619,976||18,809,988||4.91|
The Company’s shareholding structure as at 31 December 2019 is as stated below:
Directors Interest in Shares
The interests of the Directors in the issued share capital of the Company as recorded in the Register
of Directors’ Shareholdings and/or as notified by them for the purpose of Section 275 of the
Companies and Allied Matters Act CAP C20 Laws of the Federation of Nigeria 2004 and the listing
requirements of the Nigerian Stock Exchange are as follows:
|S/N||Name||Direct Holdings||Indirect Holdings|
|1||Mr. Olutola Mobolurin||165,662,933||–|
|2||Mrs. Olamide Fadipe||5,130,000||–|
|3||Mr. Higo Aigboje||5,356,250||–|
|4||Dr. Babatunde Pearse||21,353,631||95,956,145 (Through|
Estate of Aremo & Mrs Fola Awobo Pearse)
|5||Mrs. Cecilia Osipitan||–||80,812,924 (Through|
Great Nigeria Insurance Plc)
|6||Mrs. Isioma Chukwuma||–||78,848,986 (Through Reinsurance Corporation)|
Directors’ Interest in Contracts
In accordance with Section 277 of the Companies and Allied Matters Act CAP C20 Laws of the
Federation of Nigeria, 2004, no Director notified the Company of any interest in any contracts in
which the Company was involved in the ordinary course of business during the year under review.
Acquisition of Own Shares
The Company did not purchase any of its own shares during the year.
Analysis of Shareholding as at 31 December 2019
|1 – 100,000||7||7||515,000||0.07|
|100,001 – 200,000||22||21||2,831, 875||0.37|
|200,001 – 300,000||12||12||3,083,750||0.40|
|300,001 – 500,000||12||12||5401,250||0.70|
|500,001 – 1,000,000||15||14||11,970,250||1.56|
|1,000,001 – 10,000,000||24||23||92,001,830||12.01|
|10,000,001 – 50,000,000||6||6||169,872,731||22.17|
|50,000,001 – 100,000,000||4||4||312,005, 447||40.17|
|100,000,001 – 168,562,933||1||1||168,662,933||22.01|
CAPITAL BANCORP PLC
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
Capital Bancorp Plc. remains committed to institutionalising corporate governance principles. It
continues to adhere to the implementation of the Corporate Governance Code of the Securities and
Exchange Commission (“SEC Code”) and best practices. The Company recognizes that Corporate
Governance standards and practices must be balanced to protect the interest of the shareholders of
The Board operates in line with obligations under the SEC Code and the Post Listing Rules of the
Nigerian Stock Exchange. In addition, the Board and Committee Charters collectively provide the
basis for promoting sound Corporate Governance in the Company.
The ultimate responsibility for the governance of the Company resides with the Board of Directors
who is accountable to shareholders for creating and delivering sustainable values through the
management of the Company’s business. The oversight functions and the role of the Board is guided
by the provisions of the SEC Code, the Companies and Allied Matters Act, the Company’s Articles of
Association and relevant laws and regulations.
The Board is currently composed of Six (6) Directors, made up of Five (5) Non-Executive Directors
and (1) Executive Director in line with the SEC Code of Corporate Governance which requires a
majority of Board members to be Non-Executive Directors. The Board is of a sufficient size relative
to the scale and complexity of the Company’s operations and is led by a Non-Executive Chairman who
provides leadership to the Board in the discharge of its oversight functions. In line with best practice,
there is a separation of powers between the Chairman and the Managing Director. The effectiveness
of the Board derives from the diverse range of skills and competences of the Executive and Non-
The Company’s Articles of Association provide that the Board shall consist of not more than Eleven
(11) Directors. The following Directors held office during the financial year 2019:
Mr. Olutola Mobolurin – Chairman
Mr. Higo Aigboje – Managing Director
Mrs. Olamide Fadipe – Non-Executive Director
Dr. Babatunde Pearse – Non-Executive Director
Mrs. Cecilia Osipitan – Non-Executive Director
Mrs. Isioma Chukwuma – Non-Executive Director
Changes on the Board
Dr. Babatunde Pearse was appointed as a Director on the Board and his appointment was ratified by the
Shareholders at the Annual General Meeting of the Company held on the 2 October 2019.
In accordance with section 259 of the Companies and Allied Matters Act CAP C20 Laws of The
Federation of Nigeria 2004, Mrs. Cecilia Osipitan retires by rotation and being eligible, offers herself for
re-election. Lady Isioma Chukwuma also retires from the Board with effect from the 20th of December
2019 and does not seek re-election.
The Board met six (6) times during the year under review. The record of Directors’ attendance at
Board meetings is as set out below:
|Name of Director||31.01.2019||22.03.2019||24.04.2019||24.07.2019||23.10.2019||20.12.2019|
|Mr. Olutola Mobolurin||✔||✔||✔||✔||✔||✔|
|Mr. Higo Aigboje||✔||✔||✔||✔||✔||✔|
|Mrs. Ethel Fadipe||*||✔||✔||×||✔||✔|
|Mrs. Cecilia Osipitan||×||×||×||×||✔||✔|
|Mrs. Isioma Chukwuma||✔||✔||✔||✔||✔||×|
|Dr. Babatunde Pearse||✔||✔||✔||✔||✔||×|
× – Absent with apology
N/A Not a member of the Board as at this date.
In accordance with the provisions of Section 258(2) of the Companies and Allied Matters Act, Cap C20,
Laws of the Federation of Nigeria 2004, the record of Directors’ Attendance at Board Meetings during the
year under review is available at the Annual General Meeting for inspection.
The Board carries out its oversight functions through its three (3) Standing Committees each of which has
a charter that clearly defines its purpose, composition, structure, frequency of meetings, duties, tenure
and reporting lines to the Board. In line with best practice, the Chairman of the Board does not sit on any
of the Committees. The Standing Committees are the Statutory Audit Committee, Audit and Risk
Management Committee and the Governance, Finance & Investment Committee. the Statutory Audit
Committee. The composition and responsibilities of the Committees are set out below:
Statutory Audit Committee
The Committee, chaired by Mr. Joseph Caulcrick is made up of two (2) Non-Executive Directors and two
(2) representatives of the shareholders. The Committee assists the Board in fulfilling its oversight
responsibilities relating to the Company’s financial statements, the independence of the Company’s
internal and external auditors and the Company’s system of internal control and mechanism for receiving
complaints regarding the Company’s accounting and operating procedures.
The Committee met five (5) times during the year under review and the table below shows the
members who served on the Committee in 2019 and their attendance at the meetings:
|Mr. Joseph Caulcrick||✔||✔||✔||✔||✔|
|Chief Tunde Odanye||✔||✔||✔||✔||✔|
|Mrs. Olamide Fadipe||×||✔||✔||✔||✔|
|Mrs. Cecilia Osipitan||✔||✔||✔||✔||✔|
✔ – Present
x – Absent
NA – Not a member of the Committee as at this date
Audit and Risk Management Committee
This Committee is made up of Three (3) Non-Executive Directors and is tasked with the responsibility
of assisting the Board in fulfilling its oversight responsibilities relating to the Company’s Internal
Audit processes, as well as Credit and Market Risk Management.
Governance, Finance and Investment Committee
The Committee is made up of Two (2) Non-Executive Director and One (1) Executive Director. The
Committee is responsible for assisting the Board in fulfilling its oversight responsibilities relating to:
· Financial commitments and Investments;
· The Company’s financial and operating plan;
· The Company’s financing plan, including funding, liquidity,
· Balance sheet and Capital Management; and
· Identifying individuals qualified to serve as members of the Board and recommends
candidates to the Board for appointment and other key Corporate Governance issues.
This Committee did not meet during the year under review.
The Company is conscious of and promotes shareholders’ rights. It continues to take necessary steps
in ensuring that shareholders participate actively in matters affecting the growth and development
of the Company. The Board and the Management have significantly benefited from the shareholder
members of the Audit Committee as well as the contributions of shareholders at the Annual General
The Board has a Management team that is charged with the responsibility of implementing policies
and the day to day management of the affairs of the Company.
Membership of the Management team includes the following:
- Mr. Aigboje Higo – Managing Director/CEO
- Mr. Oluwarotimi Odeyemi – Chief Finance Officer
- Mrs. Oluwarinumi Olawale – Head, Compliance and Risk Management
- Mrs. Vivienne Asukwo- Ntekim – Head, Human Capital/Admin (Resigned w.e.f. 3 April 2020)
- Mrs. Opeyemi Ayoola – Head, Stockbroking Operations
- Oluwatomisin Olojo – Ag. Head, Investment Services
- Adebayo Phillips – Head, Internal Audit (Appointed w.e.f. 8 February 2019)
Our business is conducted with integrity and due regard to the legitimate interest of all stakeholders.
In furtherance of this, the Company has adopted policies such as a Code of Ethics and Business
Conduct and a Whistle blowing.
This policy statement serves to demonstrate the Company’s responsibility to the environment and
the pursuit of world-class vision in all aspects of its operations. The Company strives to comply with
all present and future environmental laws and regulations and continuously improve the efficiency
of its operations to minimise its impact on the environment.
Employment of disabled persons
It is the policy of the Company that there should be no unfair discrimination in considering
applications for employment, including those from disabled persons. All employees, whether or not
disabled, are given equal opportunities to develop. The Company’s Policy is that the most qualified
and experienced persons are recruited for appropriate job levels irrespective of an applicant’s state
of origin, ethnicity, religion or physical condition.
As at 31 December 2019, there was no disabled person in the employment of the Company.
Employees’ Involvement and Training
The Company is committed to keeping employees fully informed as much as possible, regarding the
Company’s performance and progress and seeking their views, wherever practicable, on matters
which particularly affect them as employees.
The Company also encourages staff to invest in the Company’s equity; held staff meetings that
discussed the Company’s day to day operations, business focuses and staff welfare issues.
Management, professionals and technical experts are the Company’s major assets, and investment
in their future development continues.
CAPITAL BANCORP PLC
NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
- Corporate Information
Capital Bancorp PLC (the “Company”) is a company domiciled in Nigeria. The address of the
Company’s registered office is 1 Davies Street, Off Marina, Lagos. The consolidated financial
statements of the Company as at and for the year ended 31 December 2019 include the Company
and its subsidiaries (together referred to as the “Group” and individually as “Group entities”). The
Company primarily is registered as an issuing House and Broker/Dealer by Nigerian Securities and
Exchange Commission (SEC). The Company is also licensed by Central Bank of Nigeria as a Finance
House. The Company converted to a Public Liability Company on 13 February 2012. The Company
changed its accounting year end in 2012 from 31 March to 31 December in compliance with
- Basis of preparation
2.1. Statement of compliance
The consolidated and separate financial statements have been prepared in accordance with
International Financial Reporting Standards, the requirements of the Companies and Allied Matters
Act CAP C20 Laws of the Federation of Nigeria 2004, Investment and Securities Act No. 29 of 2007,
the Financial Reporting Council Act No. 6, 2011, Banks and Other Financial Institutions Act, CAP B3
Laws of the Federation of Nigeria and relevant Central Bank of Nigeria circulars and guidelines.
The consolidated and separate financial statements were authorised for issue by the Directors on 24
2.2. Functional and presentation currency
These consolidated and separate financial statements are presented in Nigerian Naira, which is the
Group’s functional currency. Except otherwise indicated, financial information presented in Naira
have been rounded to the nearest thousands.
2.3. Basis of measurement
These financial statements are prepared on the historical cost basis except for the following:
· financial instruments at fair value through profit or loss are measured at fair value
· financial instruments at through other comprehensive income (FVTOCI)
2.4. Use of estimates and judgements
In the application of the Group’s accounting policies, the Directors are required to make judgments,
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised, if the revision affects only
that period, or in the period of the revision and future periods, if the revision affects both current
and future periods.