PZ CUSSONS NIGERIA PLC
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
31 MAY 2023
PZ CUSSONS NIGERIA PLC Annual report and consolidated financial statements 31 May 2023
Table of Contents
Statement of Directors Responsibilities | xi |
Certification of Financial Statements | xii |
Report of the Audit Committee | xiii |
Independent Auditors' report | 1 |
Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income | 4 |
Consolidated and Separate Statements of Financial Position | 5 |
Consolidated Statement of Changes in Equity | 6 |
Consolidated Statements of cash flows | 8 |
Notes to the consolidated and separate financial statements | 9 |
Value added statement | 73 |
Five Year Financial Summary | 74 |
PZ CUSSONS NIGERIA PLC Annual report and consolidated financial statements 31 May 2023
Corporate Information
Board of Directors
Mrs. I.M.O Okauru, MFR - Chairman, Independent Non-Executive Director(Appointed w.e.f 25 January 2023)
Mr. G. Oyebode | - | Chairman, Independent Non-Executive Director(resigned w.e.f 25 January 2023) |
Mr. P. Katsis | - | Managing Director / Chief Executive Officer(Retired w.e.f 31 May 2023) |
Mr. D. Kostianis | - | Managing Director / Chief Executive Officer(Appointed w.e.f 1 June 2023) |
Mr. P. Usoro, SAN | - | Non - Executive Director(Retired w.e.f 25 January 2023) |
Ms. J.F Coker | - | Executive Director |
Mr. Z. Momoniat | - | Executive Director(Resigned w.e.f 31 December 2022) |
Mr D. Anniss | - | Non Executive Director |
Mr. K. Massie | - | Non Executive Director |
Mallam B. Manu | - | Independent Non-Executive Director (Appointed w.e.f 21 November 2022) |
Mrs. O. Odutayo | - | Independent Non-Executive Director (Appointed w.e.f 21 November 2022) |
Mr. B. Egan | - | Chief Finance Officer | (Appointed w.e.f 1 Jan 2023) |
Company Secretary / Legal Adviser | |||
Mrs O. Olonade-Agaga | - | (Appointed w.e.f 14 Mar 2023) |
Registered Office
45/47 Town Planning Way
Ilupeju Industrial Estate
P.M.B. 21132
Ikeja.
Registration Number
RC 693
Registrars
First Registrars and Investors Service Limited
Plot 2, Abebe Village Road
Iganmu Complex
P.M.B. 12692
Lagos.
Independent Auditors
Deloitte & Touche (Chartered Accountants)
Civic Towers,
Plot GA1, Ozumba Mbadiwe Avenue
Victoria Island, Lagos, Nigeria.
i
PZ CUSSONS NIGERIA PLC Annual report and consolidated financial statements 31 May 2023
Financial Highlights | ||||||
The Group | ||||||
In thousands of naira | 2023 | 2022 | % Change | |||
Revenue | 113,964,309 | 99,503,320 | 15% | |||
Operating profit/(loss) | 8,224,028 | (231,533) | 3652% | |||
Profit before taxation | 20,463,740 | 10,008,025 | 104% | |||
Taxation | (6,115,395) | (3,308,700) | 85% | |||
Profit after tax | 14,348,345 | 6,699,325 | 114% | |||
Non-controlling interest | 1,455,559 | 729,210 | 100% | |||
Profit attributable to equity holders of parent company | 12,892,786 | 5,970,115 | 116% | |||
At year end: | ||||||
Share capital | 1,985,238 | 1,985,238 | 0% | |||
Total equity | 48,360,058 | 37,739,831 | 28% | |||
Data per 50k share | ||||||
Based on 3,970,477,045 ordinary shares of 50k each: | ||||||
Basic and diluted earnings per share (Naira) | 3.28 | 1.50 | 118% | |||
Number of employees | 996 | 1,040 | -4% | |||
Stock exchange quotations in Naira (Company): | 19.5 | 11.5 | 70% |
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PZ CUSSONS NIGERIA PLC Annual report and consolidated financial statements 31 May 2023
Directors' Report
Accounts and Results
The Board of Directors of PZ Cussons Nigeria Plc is pleased to present to members the consolidated and separate statements of financial position as at 31 May 2023 together with the consolidated and separate statements of profit or loss and other comprehensive income, changes in equity, cashflows for the year ended on that date and notes to the financial statements including a summary of significant accounting policies.
Operating Result | ||||
The following is the summary of the group's operating result as at 31 May 2023 | ||||
2023 | 2022 | Change % | ||
N'000 | N'000 | |||
Revenue | 113,964,309 | 99,503,320 | 15% | |
Operating profit/(loss) | 8,224,028 | (231,533) | 3652% | |
Profit before taxation | 20,463,740 | 10,008,025 | 104% | |
Taxation | (6,115,395) | (3,308,700) | 85% | |
Profit for the year | 14,348,345 | 6,699,325 | 114% | |
Non-controlling interest | 1,455,559 | 729,210 | 100% | |
Profit attributable to equity holders of parent company | 12,892,786 | 5,970,115 | 116% |
Principal Activities
The principal activities of the group are the manufacture, distribution and sale of a wide range of consumer products and home appliances through owned depots. These products are leading brand names throughout the country in detergent, soap, cosmetics, refrigerators, freezers and air-conditioners. The Group facilitates the distribution of products of a related entity - Harefield Industrial Nigeria Limited.
Directors and their interest
The directors who served as at 31 May 2023 and their interest in the shares of the Group as recorded in the register of members for the purpose of Section 301 of the Companies and Allied Matters Act 2020 ("CAMA"), and in compliance with the Listing Requirements of the Nigerian Stock Exchange are as follows:
Directors | 2023 | 2022 | ||
Direct | Indirect | Direct | Indirect | |
Mrs. Ifueko Marina Omoigui Okauru, MFR | 59,713 | Nil | 59,713 | Nil |
Mr. Gbenga Oyebode (Up to 25 January 2023) | Nil | Nil | Nil | Nil |
Mr. Panagiotis Katsis | Nil | Nil | Nil | Nil |
Ms. Joyce F Coker | 3,889 | Nil | 3,889 | Nil |
Mr. Kevin Massie *** | Nil | Nil | Nil | Nil |
Mr Duncan Anniss *** | Nil | Nil | Nil | Nil |
Mallam Ballama Manu | Nil | Nil | Nil | Nil |
Mrs. Oluwatoyin Odutayo | Nil | Nil | Nil | Nil |
Mr. Paul Usoro, SAN (Up to 25 January 2023) | 1,000,000 | Nil | 1,000,000 | Nil |
Mr. Zuber Momoniat | Nil | Nil | Nil | Nil |
The above are the directors holdings as at 31 May 2023. |
***Mr. Massie and Mr. Anniss represent the interest of the majority shareholder PZ Cussons (Holdings) Limited UK with 2,909,349,788 shares
Interest in contracts
In accordance with Section 303 of the CAMA, Mallam Manu has notified the Company that he is an Independent Director on the Board of Stanbic IBTC Holding PLC, the holding company of one of our bankers. No other Director has notified the Group of any declarable interest in any contract in which he/she was involved with the Group during the year.
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PZ CUSSONS NIGERIA PLC Annual report and consolidated financial statements 31 May 2023
Directors' Report (cont'd)
Directors for re-election
In accordance with Article 90 of the Group's Articles of Association and Section 285 of the Companies and Allied Matters Act 2020, one-third of the number of Directors, based on the length of stay in office, must retire at the Annual General Meeting and they may offer themselves for re-election. Accordingly, Mr. Kevin Massie and Mr. Duncan Anniss being eligible, have offered themselves for re-election. Mallam Ballama Manu and Mrs. Toyin Odutayo were appointed to the Board after the last Annual General Meeting. Their appointment is now being presented for Shareholders' approval.
Records of Directors Attendance
In compliance with Section 284 (2) of the CAMA, the Record of Directors' Attendance at Board Meetings in the 2022/2023 financial year will be made available at the Annual General Meeting for inspection by members.
Meetings of the Board of Directors
As a rule, the Board of Directors meets at least quarterly, and additional meetings are convened as required. Also, as allowed by the Company's Articles of Association, material decisions are sometimes taken between meetings by way of written resolutions.
At every quarterly meeting, the directors are provided with comprehensive reports of the activities of the various business units as well as important corporate events. They are also briefed on all business developments between meetings. The Board met eight times during the 2023 financial year.
The meetings were presided over by the Chairman. In all cases, written notices of meetings, the meeting agenda as well as the reports for consideration were circulated well ahead of the meetings. The minutes of the meetings were appropriately recorded and circulated.
Attendance at Meetings
The Board has a formal schedule of meetings each year and met eight (8) times in the course of the year under review. The record of attendance of the Directors at the meetings is set below:
Directors | 23/6/22 | 28/9/22 | 28/10/22 | 24/1/23 | 25/1/23 | 24/3/23 | 31/3/23 | 27/4/23 |
Mr. G. Oyebode | √ | √ | √ | √ | √ | R | R | R |
Mrs. I.M.O Okauru | √ | √ | √ | √ | √ | √ | √ | √ |
Mr. P. Katsis | √ | √ | √ | √ | √ | √ | √ | √ |
Ms. J.F. Coker | √ | √ | √ | √ | √ | √ | √ | √ |
Mr. K. Massie * | √ | √ | √ | √ | √ | √ | √ | √ |
Mr D. Anniss * | √ | √ | AB | √ | √ | √ | √ | √ |
Mr. Z. Momoniat | √ | √ | √ | R | R | R | R | R |
Paul Usoro ,SAN | √ | √ | √ | √ | √ | R | R | R |
Mallam B. Manu | NA | NA | NA | √ | √ | √ | √ | √ |
Mrs. O. Odutayo | NA | NA | NA | √ | √ | √ | √ | √ |
- Present
AB | Absent |
R | Retired |
NA | Not Appointed |
- Mallam B. Manu became a member on 21 November 2022.
- Mrs. O. Oduntayo became a member on 21 November 2022.
- Mr. Z. Momoniat resigned on 31 December 2022.
- Mr. O. Oyebode resigned on 25 January 2023
- Paul Usoro, SAN resigned on 25 January 2023
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PZ CUSSONS NIGERIA PLC Annual report and consolidated financial statements 31 May 2023
Directors' Report (cont'd)
Major Shareholdings
According to the Register of Members as at 31 May 2023, PZ Cussons (Holdings) Limited held 2,909,349,788 shares. This represents 73.27% of the paid-up capital of the Company.
Analysis of Shareholdings
No. of | ||||
Range | Shareholders | Holders % | Units | % Units |
1 - 1000 | 25,618 | 33.74% | 10,774,408 | 0.27% |
1001 - 5000 | 23,093 | 30.41% | 57,000,858 | 1.44% |
5001 - 10000 | 11,386 | 15.00% | 87,382,095 | 2.20% |
10001 - 50000 | 13,652 | 17.98% | 278,987,313 | 7.03% |
50001 - 100000 | 1,184 | 1.56% | 83,713,686 | 2.11% |
100001 - 500000 | 848 | 1.12% | 164,241,878 | 4.14% |
500001 - 1000000 | 76 | 0.10% | 52,425,655 | 1.32% |
1000001 - 5000000 | 60 | 0.08% | 124,646,082 | 3.14% |
5000001 - 10000000 | 3 | 0.00% | 22,836,859 | 0.58% |
10000001- 500000000 | 5 | 0.01% | 120,201,120 | 3.03% |
500000001- 100000000 | 2 | 0.00% | 141,360,143 | 3.56% |
100000001- 3970477045 | 1 | 0.00% | 2,826,906,948 | 71.20% |
75,928 | 100% | 3,970,477,045 | 100.00% | |
List of 5% and Above shareholdings: | ||||
PZ Cussons (Holding) Limited | 1 | 0.00% | 82,442,840 | 2.07% |
PZ Cussons (Holding) Limited | 1 | 100.00% | 2,826,906,948 | 71.20% |
2,909,349,788 | 73.27% |
Apart from PZ Cussons (Holdings) Limited, UK, no other shareholder held more than 5% of the paid-up capital of the Company as at 31 May 2023.
Shareholding Structure/Free Float Status
31 May 2023 | 31 May 2022 | |||
Description | Unit | Percentage | Unit | Percentage |
Issued Share Capital | 3,970,477,000 | 100% | 3,970,477,000 | 100% |
Substantial Shareholdings (5% and above) | ||||
PZ Cussons(Holdings) Limited, UK | 2,909,349,788 | 73.27% | 2,909,565,546 | 73.28% |
Total Substantial Shareholdings | 2,909,349,788 | 73.27% | 2,909,565,546 | 73.28% |
Directors' Shareholdings (direct and indirect), | ||||
excluding directors with substantial interests | ||||
Ms. Joyce Coker | 3,889 | 0.00% | 3,889 | 0.00% |
Mr. P. Usoro, SAN | 1,000,000 | 0.03% | 1,000,000 | 0.03% |
Mrs. I.M.O Okauru, MFR | 59,713 | 0.00% | - | 0.00% |
-- | -- | -- | -- | |
Total Directors' Shareholdings | 1,063,602 | 0.03% | 1,003,889 | 0.03% |
Other Influential Shareholdings | ||||
AMCON & PFA | 98,793,459 | 2.49% | - | 0.00% |
0.00% | 0.00% | |||
Total Other Influential Shareholdings | 98,793,459 | 2.49% | - | 0.00% |
Free Float in Units and Percentage | 961,270,151 | 24.21% | 1,059,907,565 | 26.69% |
Free Float in Value | ₦ 16,245,465,551.90 | ₦ 12,135,941,619.25 |
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PZ CUSSONS NIGERIA PLC Annual report and consolidated financial statements 31 May 2023
Directors' Report (cont'd)
Declaration:
- PZ Cussons Nigeria Plc with a free float percentage of 24.21% as at 31 May 2023, is compliant with The Exchange's free float requirements for companies listed on the Main Board.
- PZ Cussons Nig Plc with a free float value of N12,135,941,619.25 as at 31 May 2022, is compliant with The Exchange's free float requirements for companies listed on the Main Board.
Board Committees
The Board has established Standing Committees whose terms of reference clearly spelt out roles, responsibilities and scope of authorities. To ensure compliance with the Best Practice in Corporate Governance each Committee is chaired by a Non- Executive Director.
Board Audit and Risk Management Committee
The Committee is to assist the Board in its oversight of the risk profile, risk management framework and risk review strategy. The Committee is to carry out periodic review of changes in the economic and business environment, including emerging trends and other factors relevant to the Group's risk profile.
The Committee is made up of three (3) members namely
Mrs. I.M.O. Okauru, MFR** | |
Mallam Ballama Manu* | Chairman |
Mr. Duncan Anniss | Member |
Mrs. Oluwatoyin Odutayo* | Member |
Mr.P. Usoro, SAN** |
The Committee met seven times during the financial year. The table below summarises members' attendance at the meetings:
No. of meetings | No. of meetings | |
Name | held | attended |
Mrs. I.M.O. Okauru, MFR** | 7 | 5 |
Mallam Ballama Manu* | 7 | 2 |
Mr. Duncan Anniss | 7 | 7 |
Mrs. Oluwatoyin Odutayo* | 7 | 1 |
Mr.P. Usoro, SAN** | 7 | 5 |
The meetings were held on 22 June 2022, 27 September 2022, 11 October 2022, 12 October 2022, 23 January 2023, 22 March 2023, and 9 May 2023.
**Mrs. I.M.O. Okauru, MFR** resigned on 25 January 2023
- Mr. P. Usoro, SAN. resigned on 25 January 2023
- Mallam Ballama Manu became a member on 25 January 2023
- Mrs Oluwatoyin Odutayo became a member on 9 May 2023
Governance and People Committee
The committee advises the Board on the appointment of directors, corporate governance matters, staff welfare and remuneration, talent management and other strategic employees' relations matters.
The Committee members are: | |
Mrs. Oluwatoyin Odutayo* | Chairman |
Mrs. I.M.O. Okauru, MFR** | Member |
Mr. K. Massie | Member |
Mr. P. Usoro, SAN** | Member |
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PZ CUSSONS NIGERIA PLC Annual report and consolidated financial statements 31 May 2023
Directors' Report (cont'd)
Governance and People Committee (cont'd)
The Committee met seven times during the financial year and the table below shows the attendance at the meetings:
Name | No. of meetings held | No. of meetings attended |
Mrs. Oluwatoyin Odutayo* | 7 | 3 |
Mrs. I.M.O. Okauru, MFR** | 7 | 4 |
Mr. K. Massie | 7 | 7 |
Mr. P. Usoro, SAN** | 7 | 4 |
Mallam B. Manu | 7 | Nil |
The meetings were held on 22 June 2022, 7 July 2022, 27 October 2022, 13 December 2022, 3 March 2023 and 31 March 2023.
**Mrs. I.M.O. Okauru, MFR resigned on 25 January 2023
- Mr. P. Usoro, SAN. resigned on 25 January 2023
- Mrs. Oluwatoyin Odutayo became a member on 13 December 2022 *Mallam Ballama Manu became a member on 21 June 2023 after the year end.
Statutory Audit Committee
The Committee is established to perform the functions listed in Section 404 (7) of the Companies and Allied Matters Act 2020. The Committee consists of five (5) members made of three representatives of the shareholders elected at the previous Annual General Meeting for the tenure of one year and two Non-Executive Directors. The meetings of the Committee were attended by the Head of Internal audit and representatives of Deloitte & Touche, the Group's external auditors.
The following directors served on the Committee during the year:
Mallam B. Manu*
Mrs. I.M.O MFR Okauru**
Mr. P. Usoro, SAN**
The table below summarises the attendance at the Committee meetings during the year: "
Name | No. of meetings held | No. of meetings attended |
Mallam B. Manu* | 5 | 1 |
Mrs. I.M.O MFR Okauru** | 5 | 4 |
Mr. P. Usoro, SAN** | 5 | 4 |
Mr. E.A. Akinduro | 5 | 3 |
Hon. B. Nwabughogu | 5 | 5 |
Mr. O.I.Obarinde | 5 | 4 |
Mr. O. Owoeye* | 5 | 1 |
The meetings were held on 22 June 2022, 30 September 2022, 13 October 2022, 14 December 2022 and 22 March 2023.
**Mrs. I.M.O. Okauru, MFR resigned on 25 January 2023
- Mr. P. Usoro, SAN. resigned on 25 January 2023
- Mallam Ballama Manu became a member on 24 January 2023 *Mr. Owoeye became a member on 24 January 2023.
Board Composition
The Company's Articles of Association provide for a maximum of fifteen directors. At the date of this report, the Board consists of seven directors: Three Independent Non-Executive Directors, two Non-Executive Directors and two Executive Directors. There is an ongoing board recruitment process for the appointment of two additional Independent Non-Executive Directors as at the time of this Report.
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PZ CUSSONS NIGERIA PLC Annual report and consolidated financial statements 31 May 2023
Directors' Report (cont'd)
Board Composition (cont'd)
The profile of the Board comprises distinguished individuals with diverse skills and competencies in different areas of the Group's business. This continually ensures the realisation of the set corporate objectives.
In line with best practices, the position of the Chairman is distinct from that of the Group Chief Executive Officer.
The Chairman is Mrs. Ifueko Omoigui Okauru, an Independent Non-Executive Director while the Chief Executive Officer is Mr. Dimitris Kostianis. Furthermore, while the Chairman is responsible for providing overall leadership for the Company and ensuring the effective operation of the Board to achieve the Company's strategic goals, the Chief Executive Officer is responsible for coordinating the running of the business and implementing strategies.
Independent Directors
In compliance with Section 275(1) of the CAMA and the Nigerian Code of Corporate Governance, more than a third, three
- of the seven Directors, are independent directors having no significant shareholding interest or any special business relationship with the Group.
Board Operations
The Board is the ultimate governing body of the Group and it is responsible for its overall supervision and the protection of the interest of shareholders and other stakeholders. It ensures that the Group is appropriately managed to achieve strategic objectives.
The specific issues reserved for the Board include:
The ultimate direction of the Group particularly the conduct and supervision of the business.
- Determination of the Group's organisation
- Risk Management and internal control
- Supervision with respect to compliance with the law
- Corporate Governance matters
- Communication with shareholders
- Review of business performance
The Board has delegated to Management the day-to-day running of the business and the Chief Executive Officer, who is the head of the Management Team, is answerable to the Board.
Board Appointment and Induction
Directors are appointed to the Board following a declaration of vacancy at a Board meeting. New Directors are selected through carefully articulated selection guideline that place emphasis on integrity, skills and competences relevant to the Group's goals and aspirations. The Policy confers on the Governance and People Committee the responsibility of identifying individuals with a track record of outstanding achievements and potential for value enhancement. The Committee's recommendation is subjected to further scrutiny by the Board before a decision is taken. The appointed director is made to undergo an induction programme to equip and familiarise him/her with the requisite knowledge and information about the Group and its business.
Furthermore, a newly appointed director receives a letter of appointment spelling out in detail the entitlements, terms of reference of the Board and its Committees and the Key Performance Indicators.
The appointment of the director is presented to the subsequent Annual General Meeting for ratification.
Internal Control
The Board maintained a sound system of internal control to safeguard shareholders investments and the Group's assets. The system of internal control provides reasonable assurance against material loss. The responsibilities include oversight functions of internal audit and control, risk assessment and compliance, conformity and contingency planning, and formalisation and improvement of business process.
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PZ Cussons Nigeria plc published this content on 02 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 November 2023 13:48:45 UTC.