Fortis Global Insurance PlcNSENG: FTGINSURE

Quarter 5 - financial statement for 2023

· Issued by Fortis Global Insurance Plc


STANDARD ALLIANCE INSURANCE PLC FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 STANDARD ALLIANCE INSURANCE PLC FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 Content Page

Corporate Information 2

Results at a glance 3

Statement of Directors' Responsibilities 4

Report of the Directors 5 - 7

Certification pursuant to section 60(2) of Investment and Securities Act 8

Report of the Audit Committee 9

Corporate Governance Report 10 - 14

Independent Auditor's Report 15 - 18

Summary of Significant Accounting Policies 19 - 58

Statement of Financial Position 59

Statement of Profit or Loss and Other Comprehensive income 60

Statement of Changes in Equity 61

Statement of Cash Flows 62

Notes to the financial statements 63 - 108

Revenue Account 109

Other National Disclosures :

Statement of Value Added 110

Five year Financial Summary 111

Corporate information

Registration Number

- RC: 40590

Directors :

Mr. Johnson Chukwu Mr. Tayo Awodiya Mr. Oduniyi Odusi

Chairman

Chief Executive Officer Executive Director

Resigned 16 August 2024

Resigned 16 August 2024

Resigned 16 August 2024

Alh. Uwais Haruna Mohammed Independent Non-

Executive Director

Resigned 16 August 2024

Chief Uzoma Igbonwa Non-Executive Director Resigned 16 August 2024

Akin Iroko Chairman Appointed 23 September 2024 Nathaniel Ibitowa Non-Executive Director Appointed 23 September 2024 Rohan Fernando Non-Executive Director Appointed 23 September 2024

Musa Lawan Non-Executive Director Appointed 23 September 2024 Paulinus Offorzor Managing Director/CEO Appointed 23 September 2024 Michael Owope Chief Financial Officer Appointed 23 September 2024

Olutayo Amore ED - Technical Appointed 30 October 2024

Company Secretary - Bar. Halima Jimada

Registered Office - Plot 1 Block 94, Providence Street Lekki Scheme 1, Lekki

Lagos.

Registrar - First Registrars and Investor Services Limited Plot 2, Abebe Village Road, Iganmu

Lagos.

Bankers - Access Bank Plc

Ecobank Plc Fidelity Bank Plc

First City Monument Bank Limited First Bank of Nigeria Limited Guaranty Trust Bank Plc

Heritage Bank Limited Keystone Bank Limited Polaris Bank Limited Sterling Bank Plc Union Bank Plc

United Bank for Africa Plc Unity Bank Plc

Wema Bank Plc Zenith Bank Plc

Reinsurers - African Reinsurance Corporation Waica Reinsurance Corporation Plc Nigeria Reinsurance Corporation Zep Reinsurance Corporation

Nouvell Compagnie Africaine De Reassurance Aveni Reinsurance Company Ltd

Reinsurance Broker - Standard Insurance Brokers Limited

Auditor - Muhtari Dangana & Co (Chartered Accountants) Maanah Plaza

19, Araromi Street, Onikan - Lagos.

Actuary - Becoda Consulting Limited

No 7, Ibiyinka Olorunimbe Close Victoria Island, Lagos

- FRC/2015/PRO/NAS/004/00000012946

Results at a glance

Restated

2023

2022

%

Statement of Comprehensive income:

N'000

N'000

Change

Insurance revenue 418,062 523,845 (20)

Net insurance finance expenses

75,215

(333,527)

(123)

Management expenses

(18,374)

(513,973)

(96)

Loss before tax

(7,505)

(1)

(750,400)

Statement of Financial Position:

Cash and cash equivalents

644,272

695,776

(7)

Investment property

4,030,067

4,030,067

-

Insurance contract liabilities

5,062,390

5,226,947

(3)

Investment contract liabilities

2,667,359

2,571,151

4

Paid up share capital

6,455,515

6,455,515

-

Shareholders' funds

(4,913,611)

(4,430,375)

11

Total Assets

7,512,352

6,190,063

21

Per share data

Basic earnings per share (kobo)

(14.06)

(6.43)

(119)

Net assets per share (kobo)

(38)

(34)

(11)

Share price (kobo)

50

50

-

General

Number of Shareholders

70,401

70,401

-

Number of Employees

1

1

-

Number of Branches

1

1

-

STATEMENT OF DIRECTORS' RESPONSIBILITIES

In accordance with the provisions of the Companies and Allied Matters Act, 2020, the Insurance Act CAP I17, LFN, 2004 and National Insurance Commission's prudential guidelines 2015, the Directors are responsible for the preparation of financial statements which give a true and fair view of the state of affairs of the Company and the profit or loss and other comprehensive income for the financial year.

The Directors responsibilities include ensuring that the Company:

  1. implement appropriate internal controls to secure the assets of the Company, prevent and detect fraud and other financial irregularities

  2. keeps accounting records which disclose with reasonable accuracy the financial position of the Company and which ensure that the financial statements comply with the requirements of the Companies and Allied Matters Act 2020, Insurance Act CAP I17, LFN 2004, and NAICOM Prudential Guidelines and Circulars.

  3. has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates, and that all applicable accounting standards have been followed.

    The Directors accept responsibility for maintaining adequate accounting records as required by:

    1. International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB);

    2. Companies and Allied Matters Act, 2020;

    3. Insurance Act, CAP I17, LFN 2004;

    4. NAICOM Prudential Guidelines and circulars.

The Directors are of the opinion that the financial statements give a true and fair view of the state of affairs of the Company and of the profit or loss for the year. The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal control.



Nothing has come to the attention of the Directors to indicate that the Company will not remain a going concern for at least 12 (twelve) months from the date of approval of the financial statements.



Mr. Michael Owope

Mr. Paulinus Offorzor

Mr. Akin Iroko

Chief Finance Officer

FRC/2018/PRO/ICAN/001/00000017730

Managing Director/CEO

FRC/2013/PRO/CIIN/002/00000003287

Chairman

FRC/2024/PRO/DIR/003/358339

REPORT OF THE DIRECTORS

The Directors have the pleasure of presenting their annual report and the audited financial statements of Standard Alliance Insurance Plc to the Shareholders along with the auditor's report for the year ended 31 December 2021. The Company's financial statements were prepared in compliance with the International Financial Reporting Standards (IFRS).

Principal activities and business review

The Company's principal activity is the provision of non-life and life underwriting and special risk underwriting. Such services include provision of general insurance and life assurance services to both individual and corporate customers.

The below is the summary of the Company's operating results:

Restated

2023 2022

N'000 N'000

Insurance revenue 418,062 523,845

Insurance service expenses 75,215 (333,527)

Loss before tax (1,808,290) (829,719)

Income tax expense (7,505) (1)

Loss for the year (1,815,795) (829,720)

Directors

The Directors of the Company are as follows:

Mr. Johnson Chukwu - Chairman Resigned 20 August 2024

Mr. Tayo Awodiya - Chief Executive Officer Resigned 30 August 2024

Mr. Oduniyi Odusi - Executive Director Resigned 28 June 2024 Alh. Uwais Haruna Mohammed - Independent Non-Executive Director Resigned 16 August 2024 Chief Uzoma Igbonwa - Non-Executive Director Resigned 30 June 2024

-

Akin Iroko

Chairman Appointed 23 September 2024

-

Nathaniel Ibitowa - Non-Executive Director (Nigerian) Appointed 23 September 2024 Rohan Fernando - Non-Executive Director (Sri Lankan) Appointed 23 September 2024 Musa Lawan - Non-Executive Director (Nigerian) Appointed 23 September 2024 Paulinus Offorzor - Managing Director/CEO (Nigerian) Appointed 23 September 2024 Michael Owope - Chief Financial Officer (Nigerian) Appointed 23 September 2024

Olutayo Amore - Executive Director-Technical (Nigerian) Appointed 30 October 2024

Directors' interests

The Directors' direct interests in the issued share capital of the Company as recorded in the Register of members as at 31 December 2023 are as follows:

Mr. Johnson Chukwu:

Standard Alliance Investments Limited

2,557,636,144 19.81 2,557,636,144 19.81

Standard Alliance Capital Limited 250,250,000 1.94 250,250,000 1.94

Contracts

In accordance with Section 303 of the Companies and Allied Matters Act 2020, none of the Directors notified the Company of any declarable interest in contracts involving the Company during the year under review.

Property, plant and equipment

Information relating to changes in tangible assets is given in Note 14 to the financial statements. The Directors are of the opinion that the market value of the Company's assets is not lower than the values shown in the financial statements.

Share capital information

  1. Share range analysis

    Number of % Share %

    Range of shares Shareholders Total Units Total

    1

    -

    1,000

    15,126

    21.49

    14,492,143

    0.11

    1,001

    -

    5,000

    27,647

    39.27

    86,388,122

    0.67

    5,001

    -

    10,000

    11,711

    16.63

    103,565,160

    0.80

    10,001

    -

    50,000

    11,831

    16.81

    282,768,978

    2.19

    50,001

    -

    100,000

    2,029

    2.88

    165,648,519

    1.28

    100,001

    -

    500,000

    1,534

    2.18

    340,954,565

    2.64

    500,001

    -

    1,000,000

    240

    0.34

    198,713,693

    1.54

    1,000,001

    -

    5,000,000

    165

    0.23

    363,668,833

    2.82

    5,000,001

    -

    10,000,000

    45

    0.06

    335,668,609

    2.60

    10,000,001

    -

    50,000,000

    40

    0.06

    853,979,957

    6.61

    50,000,001

    and above

    33 0.05

    10,165,182,007 78.73

    Total

    70,401 100

    12,911,030,586 100

  2. Substantial interests in shares

Apart from Gemrock Management Company Limited, Standard Alliance Investments Limited and FCMB Plc which hold 2,594,060,738 units (20.09%), 2,557,636,144 units (19.81%) and 700,000,000 units (5.42%) respectively, no other shareholder held more than 5% of the issued share capital of the Company as at 31 December 2023.

Corporate Social Responsibilies

The Company makes donations to charitable and non-profit organisations in appreciation of the society's contributions toward's the Company's progress.

No donations or charitable contributions were made during the year (2022: Nil)

Human resources

  1. Employment of disabled persons

    The Company operates a non-discriminatory policy in the consideration of applications for employment, including those received from disabled persons. The Company's policy is that the most qualified and experienced persons are recruited for appropriate job levels irrespective of applicants state of origin, enthnicity, religion or physical condition. In the event that any employee becomes disabled in the course of employment, the Company is in a position to arrange appropriate training to ensure continuous employment of such person without being subjected to any disadvantage in his/her career development.

  2. Health, safety and welfare of Employees

    The Company's business premises are designed with a view to guaranteeing the safety and healthy living conditions of its employees and customers alike. Health, safety and fire drills are regularly organised to keep employees alert at all times. Employees are adequately insured against occupational hazzards. In addition, the Company provides medical facilities to its employees and their immediate families at its expense.

  3. Employee involvement and training

The Company encourages participation of employees in arriving at decisions in respect of matters affecting their well being. Towards this end, the Company provides opportunities for employees to deliberate on issues affecting the Company and employees' interests, with a view to making inputs to decisions thereon. The Company places a high premium on the development of its manpower. Consequently, the Company sponsored its employees for various training courses both in Nigeria and abroad in the year under review.

Auditors

Muhtari Dangana & Co (Chartered Accountants) have expressed their willingness to continue in office as the Company's auditors in accordance with the provision of section 401(2) of the Companies and Allied Matters Act, 2020

A resolution will be proposed at the Annual General Meeting to authorize the directors to fix their remuneration.



By order of the Board

Miss. Halima Jimada Comp. Sec/Legal Adviser

FRC/2024/PRO/NBA/004/605363

STANDARD ALLIANCE INSURANCE PLC

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

CERTIFICATION PURSUANT TO SECTION 60(2) OF INVESTMENT AND SECURITIES ACT NO.29 OF 2007

We the undersigned hereby certify the following with regards to our audited report for the year ended 31 December 2023 that:

  1. We have reviewed the report;

  2. To the best of our knowledge, the report does not contain:

    1. Any untrue statement of a material fact, or

    2. Omit to state a material fact, which would make the statements, misleading in the light of circumstances under which such statements were made;

  3. To the best of our knowledge, the financial statements and other financial information included in the report fairly present in all material respects the financial condition and results of operations of the company as of, and for the periods presented in the report;

  4. We:

    1. are responsible for establishing and maintaining internal controls;

    2. have designed such internal controls to ensure that material information relating to the Company is made known to such officers by others within the entity particularly during the period in which the periodic reports are being prepared;

    3. have evaluated the effectiveness of the Company's internal controls as of date within 90 days prior to the report;

    4. have presented in the report our conclusions about the effectiveness of our internal controls based on our evaluation as of that date;

  5. We have disclosed to the Auditors of the Company and Audit Committee:

    1. all significant deficiencies in the design or operations of internal controls which would adversely affect the

      Company's ability to record, process, summarize and report financial data;

    2. any fraud, whether or not material, that involves management or other employees who have significant

      roles in the Company's internal controls;





  6. We have identified in the report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of our evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Mr. Michael Owope Mr. Paulinus Offorzor

FRC/2018/PRO/ICAN/001/00000017730 FRC/2013/PRO/CIIN/002/00000003287

Chief Finance Officer Managing Director/CEO

STANDARD ALLIANCE INSURANCE PLC FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 REPORT OF AUDIT COMMITTEE TO THE MEMBERS OF STANDARD ALLIANCE INSURANCE PLC

In accordance with the provisions of Section 404 (7) of the Companies and Allied Matters Act 2020, we the Members of the Audit Committee of Standard Alliance Insurance Plc having carried out our statutory functions under the Act, hereby report as follows:

  • We have reviewed the scope and planning of the audit for the year ended 31 December, 2023 and we confirm that they were adequate.

  • The Company's reporting and accounting policies as well as internal control systems conform to legal requirements and agreed ethical practices.

  • We are satisfied with the departmental responses to the External Auditors' findings on management matters for the year ended 31 December, 2023.

Finally, we acknowledge and appreciate the cooperation of Management and Staff in the conduct of these duties.



Nathaniel Ibitowa Chairman of the Audit Committee

Members of the Audit Committee

Nathaniel Ibitowa - Chairman Appointed October 9, 2024

Musa Lawan - Member Appointed October 9, 2024

Rohan Fernando - Member Appointed October 9, 2024

Erinfolami Gafar - Member Appointed October 9, 2024 Matthew Esonanjor (SAN - Member Appointed October 9, 2024 Bar. Halima Jimada Secretary Appointed October 9, 2024

Reporting entity

Standard Alliance Insurance Plc is a Company incorporated and domiciled in Nigeria. The address of the Company's registered office is Plot 1, Block 94, Providence Street, Lekki Scheme 1, Lekki - Epe Express way, Lekki, Lagos. The Company underwrites life and non-life insurance risks. The Company is listed on the Nigerian Stock Exchange.

The Company primarily operates in the insurance sector.

Standard Alliance Insurance Plc has over the years built an enviable reputation and has consistently adopted, implemented and applied international best practices in corporate governance, service delivery and value creation for all its stakeholders.

The Company's corporate governance principles are embodied in its Code of Corporate Governance, which represents the core values upon which the Company was founded. The code of Corporate Governance is designed to ensure that the Company's business is conducted in a fair, honest and transparent manner that conforms to high ethical standards. For the entity, good corporate governance goes beyond just adhering to rules and policies of the Regulators; it is about consistently creating excellent value for our stakeholders using the best possible principles within a sustainable and enduring system.

In order to remain a pace setter in the area of good corporate governance practice, the Company's corporate governance practices are constantly under review in line with the dynamics of the business environment and guidelines of the regulatory bodies.

Governance Structure

The Company is committed to high standards of corporate governance. Corporate governance practice in the Company is drawn from various applicable codes of corporate governance issued by National Insurance Commission (NAICOM) and Securities and Exchange Commission (SEC). This ensures compliance with regulatory requirement as well as the core value which the Company upholds.

The provision of the codes is geared towards ensuring transparency and accountability of the Board and Management to shareholders of the Company.

The Board of Directors

The newly reconstituted Board of Directors is made up of seven (7) members; the Chairman, three (3) Non-Exectuve Directors and three (3) Executive Directors.

All the Directors bring various and varied competencies to bear on all Board deliberations. The Directors individually have attained the highest pinnacle of their chosen professions. The Board meets quarterly and is responsible for effective control and monitoring of the Company's strategy.

The ultimate responsibility for the governance of the Company resides with the Board of Directors, which is accountable to the shareholders for creating and delivering sustainable value through the management of the Company's business. The Board is also responsible for the management of the Company's relationship with its various stakeholders. The day to day running of the Company is delegated to the Chief Executive Officer by the Board of Directors assisted by the Management Committees.

Responsibilities of the Board

The responsibilities of the Board of Directors include:

  1. Review corporate strategy, major plans of actions, risk policies, business plans, setting performance objectives, monitoring implementation and corporate performance and overseeing major capital expenditures and acquisitions

  2. Select, compensate, monitor and when necessary, replace key executives and oversee succession planning.

  3. Monitor the effectiveness of the governance practices under which it operates and make changes as may be necessary.

  4. Ensure the integrity of the Company's accounting and financial reporting systems, including the independent audit and that appropriate systems of control are in place, in particular, systems for monitoring risk, financial control and compliance with the law.

  5. Monitor and manage potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.

  6. Supervise and monitor the execution of policies and providing direction for the management.

  7. Monitor potential risks within the company including recognising and encouraging honest whistle blowing.

  8. Oversee the process of disclosure and communication in the company.

Roles of Chairman and Chief Executive Officer

The roles of Chairman and Chief Executive are separate and no one individual combines the two positions. The Chairman's main responsibility is to lead and manage the Board to ensure that it operates effectively and fully discharges its legal and regulatory responsibilities. The Chairman is responsible for ensuring that Directors receive accurate, timely and clear information to enable the Board take informed decisions, monitor effectively and provide advice to promote the success of the Company. The Chairman also facilitates the contributions of Directors and promotes effective relationships and open communications between Executive and non-Executive Directors, both inside and outside the Boardroom.

The Board has delegated the responsibility for the day-to-day management of the Company to the Chief Executive Officer, who is supported by Executive Management. The Chief Executive Officer executes the powers delegated to him in accordance with guidelines approved by the Board of Directors. Executive management is accountable to the Board for the development and implementation of strategies and policies. The Board regularly reviews Company performance, matters of strategic concern and any other matters it regards as material.

Board Committees

The Board carries out some of its responsibilities through the Board sub-committees whose terms of reference set out clearly their roles, responsibilities, scope of authority and procedures for reporting to the Board. Each committee is chaired by a non-Executive Director in compliance with principles of good corporate governance and the Audit Committee is chaired by a non- executive director. These committees report to the Board of Directors on their activities and decisions, which are ratified by the full Board. The Committees are as follows:

  1. The Finance, Strategy and General purposes Committee

    This is a standing Committee of the Board with the responsibility to review the Company investment portifolio. The terms of reference of the Committee includes:

    • Review of existing investments;

    • Review of investment strategies;

    • Review of company's investments by way of equities;

    • Review of Budgets.

    • Review and make recommendations on procedural manuals/policies;

    • Make recommendation on recruitment/termination of General Managers and above to the Board;

    • Strategy formulation;

    • Review of Human Capital Management Operations

    • Review of Marketing activities

      The Committee had the following members during the year under review:

      The Committee did not hold any meeting during the year under review because the Board of Directors were not sufficient in number.

  2. The Enterprise Risk Management and Governance Committee

    The terms of reference of this Committee includes the following:

    • Establish criteria for Board and Board Committee memberships, review candidate's qualifications and any potential conflict of interest, assess the contribution of current directors in connection with their re-appointment and make recommendations to the Board;

    • Prepare job specification for the Chairman's position, including assessment of time commitment required of the candidate;

    • Periodic evaluation of skills, knowledge and experience required on the Board;

    • Make recommendations on experience required by the Board Committee members, Committee appointments and removal, operating structure, reporting and other Committee operational matters;

    • Make recommendations on compensation structure for Executive Directors;

    • Provide input to the annual report of the Company in respect of Director's compensation;

    • Ensure Succession Policy and Plan, subsists for positions of Chairman, CEO/MD, Executive Directors and subsidiary MDs;

    • Ensure Board conducts Board Evaluation on annual basis;

    • Review performance and effectiveness of the subsidiary's Board on annual basis;

    • Review and make recommendations to Board for approval of the Company's organizational structure and any proposed amendments;

    • Review of performance bonuses;

    • Review of Staff Remuneration package.

    • Review and approval of the Company's Enterprise Risk Management policy including risk appetite and risk strategy;

    • Review the adequacy and effectiveness of risk management and controls;

    • Oversight of management's process for the identification of significant risks across the Company and the adequacy of prevention, detection and reporting mechanisms;

    • Review of the Company's compliance level with applicable laws and regulatory requirements which may impact the

      Company's risk profile;

    • Periodic review of changes in the economic and business environment, including emerging trends and other factors

      relevant to the Company's risk profile;

    • Review and recommend for approval of the Board risk management procedures and controls for new products and services.

      The Committee did not hold any meeting during the year under review because the Board of Directors were not sufficient in number.

  3. The Audit and Compliance Committee

    The Audit and Compliance Committee is made up of 6 (six) members, three representatives each of Shareholders and Directors. Its members are elected at the Annual General Meeting.

    In addition to its responsibility to review the scope, independence and objectivity of the audit, the Committee carries out all such matters as are referred to it by the Companies and Allied Matters Act, 2020. These functions include to:

    • Meet at least thrice yearly and once with the External Auditors;

    • Review Whistle blowing policy;

    • Periodic Evaluation of the Committee's performance;

    • Carrying out internal control checks on all company activities;

    • Make recommendations to the Board on sanctions in areas of default where necessary;

    • Receive and review integrity of data of the audited financial statements of the company;

    • Make recommendation on appointment and remuneration of external auditors;

    • Review and make recommendations based on Management letters issued by external auditors;

    • Monitor the quality of internal control procedures and compliance with regulatory policies.

The Committee had the following members during the year under review: Nathaniel Ibitowa - Chairman

Musa Lawan - Member

Rohan Fernando - Member

Erinfolami Gafar - Member

Matthew Esonanjor (SAN) - Member Bar. Halima Jimada Secretary

This Committee was recently reconstituted after new core investors came on board. The previous Audit Committee of the former management did not hold any meeting in the year under review.

Internal Control

It is the responsibility of the Board of Directors to ensure that all the records are accurate and correctly reflect the financial position of the Company. The Board is mindful of the fact that as an insurance company, great relevance is placed by policy holders and potential investors on the accuracy of information contained in its financial statements.

In order to ensure the accuracy of its records, the Board sets standards that the Quality Assurance department implements system of internal control comprising policies, standards and procedures to ensure that the safety of assets and reduction of the risk of loss, error, fraud and other irregularities. Both the Quality Assurance (Internal Auditors) and the External Auditors independently appraise the adequacy of the internal controls.

Muhtari Dangana & Co (Chartered Accountants) acted as external auditors to the Company for the 2023 financial year. Their report for the year under review is contained on pages 15 - 18 of these financial statements.

Support Committees

  1. Executive Management Committee

    The Committee is responsible for strategic marketing activities, review of investment portfolio and approval of new products and branches. The members of the committee are:

    1. Chief Executive Officer

    2. Executive Director

    3. Chief Finance Officer

    4. Company Secretary

  2. Senior Management Committee

    The Committee is responsible for strategic initiatives on business generation and membership includes:

    1. Chief Executive Officer

    2. Executive Directors

    3. All Divisional Heads

    4. Head, Technical

    5. Head, Corporate Services

    6. Chief Finance Officer

    7. Head, Internal Control/Quality Assurance

    8. Head, Information Technology (IT)

  3. Weekly Activity Review Committee

    This Committee meets weekly to review business development activities of the entire Company. The Committee consists of:

    1. Chief Executive Officer

    2. All Divisional Heads

    3. Head, Technical

    4. Head, Information Technology

    5. Head, Corporate Services

    6. Head, Internal Audit/Quality Assurance

    7. Chief Finance Officer

    8. Head, Enterprise Risk Management

    9. All marketing staff

  4. Management Committee

This Committee meets every month to review the Company's performance. The meetings are usually held first Friday and Saturday following the end of each month.The Committee consists of:

  1. Chief Executive Officer

  2. Executive Director

  3. All Divisional Heads

  4. All Regional Heads

  5. All Branch Managers

  6. Head, Technical

  7. Head, Information Technology

  8. Chief Finance Officer

  9. Head, Corporate Services

  10. Head, Internal Audit/Quality Assurance

  11. Head, Enterprise Risk Management



Muhtari

Dangana & Co.

CHARTERED ACCOUNTANTS

OFFICES:

ABUJA

Douala Street

Herbert Macaulay Way, Wuse Zone 5, Abuja.

P.O. Box 7436, Wuse Abuja.

Tel: 08033500060

08023316439

KANO

Fatima House No. 18B Murtala Mohammed Way,

Opposite Dauda Hotel

P.O. Box 4698, Kano Tel: 08027085749

LAGOS

Maanah Plaza

19, Araromi Street, Off Moloney Street, Onikan - Lagos

P. O. Box 72293

Victoria Island Tel: 09034544908

09021503792

https://www.muhtaridangana.com.ng

INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF STANDARD ALLIANCE INSURANCE PLC REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the financial statements of Standard Alliance Insurance Plc, which comprise, the statement of financial position as at 31 December 2023, statement of profit or loss and other comprehensive income, statement of changes in equity, and statement of cash flows for the year then ended and notes to the financial statements, including a summary of significant accounting policies and other explanatory notes.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2023 and of its financial performance and cash flows for the year then ended in accordance with IFRS Accounting Standards, issued by the International Accounting Standards Board (IASB) and in compliance with the relevant provisions of the Financial Reporting Council of Nigeria (Amendment) )Act 2023, the Companies and Allied Matters Act 2020, Insurance Act CAP I17, LFN 2004 and the Prudential Guidelines issued by National Insurance Commission.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants together with the ethical requirements that are relevant to our audit of the financial statements in Nigeria, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the International Ethics Standards Board Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

"We draw attention to note 35 of the financial statements, which indicates that the company recorded a net loss of N1.816 billion during the year ended 31 December 2023 (2022: N829,720million) and, as at that date, there is a shortfall of regulatory minimum paid up capital of N9.914billion and shortfall of N10.350 billion in solvency margin. These conditions along with other matters as set forth in Note 35, indicate that a material uncertainty exists that may cost significant doubt on the Company's ability to continue as a going concern.

The Board and Management of the Company are working assiduously to inject fresh capital through a recapitalization and business restructuring plan involving major prospective investor as set forth in Note 36. Our opinion is not modified in respect of this matter."

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

E-mail:

info@muhtaridangana.com.ng



Muhtari

Dangana & Co.

CHARTERED ACCOUNTANTS

OFFICES:

ABUJA

Douala Street

Herbert Macaulay Way, Wuse Zone 5, Abuja.

P.O. Box 7436, Wuse Abuja.

Tel: 08033500060

08023316439

KANO

Fatima House No. 18B Murtala Mohammed Way,

Opposite Dauda Hotel

P.O. Box 4698, Kano Tel: 08027085749

LAGOS

Maanah Plaza

19, Araromi Street, Off Moloney Street, Onikan - Lagos

P. O. Box 72293

Victoria Island Tel: 09034544908

09021503792

https://www.muhtaridangana.com.ng E-mail:

info@muhtaridangana.com.ng

INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF STANDARD ALLIANCE INSURANCE PLC. - CONT'D REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS - CONT'D

Valuation of investment properties

The Directors have estimated the value of the Company's investment properties to be N4.0 billion as at 31 December 2023. Independent external valuations were obtained in order to support the value in the Company's financial statements. These valuations are dependent on certain key assumptions and significant judgments including capitalization rates and fair market rents.

Our response

We ascertained the following

  • Evaluated the independent external valuers' competence, capabilities and objectivity

  • Assessed the methodologies used and the appropriateness of the key assumptions.

  • Checked the accuracy and relevance of the input data used.

    We also reviewed and found the disclosures in note 11.2 to be appropriate based on the assumptions and available evidence.

    Valuation of insurance contracts liabilities.

    The Company has material insurance contract liabilities of ₦5.062billion (2022: ₦5.227billion). Actuarial valuation of these insurance contract liabilities is an area that involves significant judgment over uncertain future outcomes and therefore was an area of significance to our audit.

    The result of management's assessments regarding the calculation of the liability for incurred claims depends on inputs, the choice of actuarial methods and the precision of management judgment in determining actuarial assumptions. Key assumptions with the greatest impact on the carrying amount include inflation, discount rates as well as estimated future payments for claims.

    Valuation of insurance contract liabilities requires significant management judgement and accounting assumptions about uncertain future events, which may materially affect the carrying amount, and thus is a key audit matter.

    Insurance contract liabilities, related accounting policies and significant judgments and assumptions are disclosed in Notes 3 and 15 respectively to the financial statements.

    How the matter was addressed in our audit

  • We obtained and documented our understanding of the Company's basis of valuation.

  • We evaluated the design, implementation and operating effectiveness of key controls implemented by the Company which includes management review of data used for the valuation of insurance contract liabilities.

  • We tested the completeness and accuracy of the databases used in determining the assumptions, as well as on actuarial calculations.

  • We assessed whether the method/model for determining future cash flows is in line with the requirements of the relevant accounting standard and standard industry practices.

  • We reviewed and confirmed the appropriateness of disclosures made in the financial statements as regards insurance contract.

  • Reviewed the accuracy of data items used as inputs to valuations or valuation models, including those involved in retrospective and prospective liability calculations

  • verified the accuracy of contract classifications for reporting under IFRS 17 Insurance Contracts;

Adoption of IFRS 17 Insurance Contracts

Effective 1 January 2023, the Company transitioned to IFRS 17: 'Insurance Contracts' which replaced the existing standard for insurance contracts, IFRS 4 'Insurance Contracts'.

The disclosure of the impact of the adoption of IFRS 17 is a key audit matter as this is a new and complex accounting standard which has required considerable judgment and assumptions in its implementation, and introduced a number of significant changes, including new requirements regarding the measurement and presentation of insurance contracts and related account balances and classes of transactions.



Muhtari

Dangana & Co.

CHARTERED ACCOUNTANTS

OFFICES:

ABUJA

Douala Street

Herbert Macaulay Way, Wuse Zone 5, Abuja.

P.O. Box 7436, Wuse Abuja.

Tel: 08033500060

08023316439

KANO

Fatima House No. 18B Murtala Mohammed Way,

Opposite Dauda Hotel

P.O. Box 4698, Kano Tel: 08027085749

LAGOS

Maanah Plaza

19, Araromi Street, Off Moloney Street, Onikan - Lagos

P. O. Box 72293

Victoria Island Tel: 09034544908

09021503792

https://www.muhtaridangana.com.ng E-mail:

info@muhtaridangana.com.ng

INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF STANDARD ALLIANCE INSURANCE PLC. - CONT'D REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS - CONT'D

Adoption of IFRS 17 Insurance Contracts- Cont'd

Refer to Notes 3 and 15 to the financial statements for the disclosures on the impact of adopting IFRS 17.

How the matter was addressed in our audit

Gained a detailed understanding of the process to estimate the transitional adjustments and obtained an understanding of relevant controls.

Evaluated the appropriateness of key technical accounting decisions, judgments, assumptions and elections made in determining the estimate against the requirements of the standard.

Reviewed management's documentation of the transition approach for groups of insurance contracts at transition date. Where management applied the fair value approach instead of full retrospective approach, we assessed the reasonableness of management's justification that retrospective application is impracticable for those group of insurance contracts.

Tested the IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" disclosures related to the transition impact and reconciled the disclosed impact to underlying accounting records.

Other Information

The Directors are responsible for the other information. The other information comprises the information included in the Chairman's and Directors' statements, but does not include the financial statements and our auditors report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Statements

The directors are responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Standards issued by the International Accounting and Assurance Standards Board, and in compliance with the relevant provisions of the Financial Reporting Council of Nigeria (Amendment) Act, 2023, the Companies and Allied Matters Act, 2020, Insurance Act, CAP I17 LFN 2004, and the Prudential Guidelines issued by National Insurance Commission, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.



a.

/vLhtari

IBngana &

CHARTERED ACCOUNTANTS

OFFICES:

ABUJA:

36, Douala Street,

0fI Herbert Macaulay way,

Wu56 Zone 5, Abuja

P.O. Box 7436 Wuse Abuja.

Tel: 08035159631,

09028213784.

KANO:

Fatima House, 18B, Murtala Mohammed way,

Opposite Daula Hotel,

P.O. Box 4698, Kano Tel: 08027085749

INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF STANDARD ALLIANCE INSURANCE PLC. - CONT'D

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS - CONT'D

As part of an audit in accordance with lnternatisnal Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

" Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

  • Conclude on the appropriateness of directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exist5, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit, and significant audit findings and any significant deficiencies in internal control that we identify during our audit.

Contravention of laws and regulations

During the year, the Company contravened certain sections of the Insurance Act, CAP I17, LFN 2004. and NAlC0M's operational guidelines. Details of the contraventions and appropriate penalties thereon are disclosed in note 45.

Report on other legal and regulatory requirements

The Companies and Allied Matters Act, 2020 and Insurance Act CAP I17 LFN 2004 require that in carrying out our audit we consider and report to you on the following matters. We confirm that:

  1. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit

  2. in our opinion, proper books of account have been kept by the Company

  3. the Company's statement of financial position, and its statement of profit or loss and other comprehensiveincome arein agreement0th the boohs of account.

LAGOS:

Maanah Plaza

19, Araromi Street, Off Moloney Street, Onikan - Lagos

P. O. Box 72293

Victoria Island. Tel: 09034544908,

09021503792.

https://www.muhtaridangana.com.ng

inf muhlaridangana.com.ng



Abel Atal FRC/2013/PRO/lCAN/004/00000001141

Muhtari Dangana h, Co

(Chartered Accountants) Lagos, Nigeria

18

. 2025



The following are the material accounting policies adopted by the Company in the preparation of its financial statements. These policies have been consistently applied to all year's presentations.

1 The reporting entity

The Company was incorporated in July 1981 as a Private Limited Liability Company and commenced full operations in 1982 under the name Jubilee Insurance Company Limited. The name was changed to Standard Alliance Insurance Company Limited (Standard Alliance) in August 1996.

The Company successfully merged with its subsidiary Company, Standard Alliance Life Assurance Limited on 27 February 2017.

Standard Alliance Insurance became a Public Liability Company (Plc) on 30th May 2002 and was quoted on the Nigerian Stock Exchange in December 2003.

The Company is 100% fully owned by Nigerian citizens and Institutional investors. Its major shareholders are:

Units

%

Gemrock Management Company Limited

2,594,060,738

20.09

Standard Alliance Investments Limited

2,557,636,144

19.81

First City Monument Bank Plc

1,120,000,000

8.67

Bode Akinboye

435,442,485

3.37

Sina Alimi (also a director in Gemrock Mgt. Co. Ltd.)

382,013,914

2.96

Subsequently, on 19th August, 2024, the shares that previously belonged to Standard Alliance Investments Limited were sold to a new core investor, Endura Investment Global Limited. The financial statements for the year ended 31 December 2023, which had been in arrears for one (1) year, were finally approved by the new Board of Directors on 19th September, 2025.

The Company's principal activity continues to be provision of risk underwriting and related financial services to its customers. Such services include provision of general insurance services and life assurance to both corporate and individual customers.

  1. Basis of preparation

    1. Statement of compliance with International Financial Reporting Standards (IFRSs)

      The financial statements are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) and the interpretations of these standards, issued by the International Financial Reporting Standards Interpretation Committee (IFRIC) and the requirements of the Companies and Allied Matters Act 2020, Financial Reporting Council (Amendment) Act 2023 and the Insurance Act, CAP I17,LFN 2004 and regulatory guidelines as pronounced from time to time by National Insurance Commission (NAICOM).

      The financial statements include the statements of financial position, statements of profit or loss and other comprehensive income, the statements of cash flows, the statement of changes in equity, summary of significant accounting policies and other explanatory information.

    2. Going concern

      The Company's financial statements are prepared on a going concern basis. Even though the parties are aware of material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern, the Directors are satisfied that the Company has the resources to continue in business for the foresesable future.

      This conclusion of the Directors is on the mitigating procedures taken to inject fresh capital through a recapitalization and business restructuring plan involving major prospective investors.

    3. Basis of measurement

      Historical cost basis was used in the preparation of the financial statements as modified by certain items of:

      • Investments at fair value

      • Financial assets at fair value through other comprehensive income (FVOCI) that are measured at fair value

      • Investments carried at amortised cost

      • Impaired assets at their recoverable amounts

      • Insurance contract liabilities at fair value

      • Freehold Land and Buildings stated at revalued amount

    4. Functional and Presentation Currency

      The financial statements are presented in Nigerian Naira (N), which is also the functional currency of the Company and rounded to the nearest thousand (N'000) unless otherwise indicated.

    5. Transactions and balances in foreign currencies

      Transactions denominated in foreign currencies are recorded in Naira at the rate of exchange ruling at the date of each transaction. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included in the profit and loss account. Monetary assets and liabilities denominated in foreign currencies at the statement of financial position date are translated at that date. Exchange gains arising from the revaluation of monetary assets and liabilities are recognized in the income statement while those on non-monetary items are recognized in other comprehensive income. For non-monetary financial investments, unrealized exchange differences are recorded directly in equity until the asset is disposed or impaired.

    6. Order of presentation

The Company presents its statement of financial position broadly in order of liquidity. An analysis regarding recovery or settlement within twelve months after the reporting date (current) and more than 12 months after the reporting date (non-current) is presented in the notes.

3 Significant management judgements and key sources of estimation uncertainty

In the process of applying the accounting policies adopted by the Company, the directors make certain judgments and estimates that may affect the carrying values of assets and liabilities in the next financial period. Such judgments and estimates are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the current circumstances. The directors evaluate these at each financial reporting date to ensure that they are still reasonable under the prevailing circumstances based on the information available.

The preparation of the Company's financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require material adjustments to the carrying amount of the asset or liability affected in the future. These factors could include:

  1. Significant judgements made in applying the Company's accounting policies

    The judgements made by the directors in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the financial statements include:

    • Whether it is probable that future taxable profits will be available against which temporary differences can be utilised; and

    • Whether the Company has the ability to hold financial assets at amortised cost until they mature. If the Company were to sell other than an insignificant amount of such financial asset before maturity, it would be required to classify the entire class as financial assets through other comprehensive income (FVOCI) and measure them at fair value.

  2. Key sources of estimation uncertainty

  1. Valuation of insurance contract liabilities

    • Critical assumptions are made by the actuaries in determining the present value of actuarial liabilities. These assumptions are set out in accounting policy 5.19 and as embedded in the report. The liability for insurance contracts is either based on current assumptions or on assumptions established at inception of the contract, reflecting the best estimate at the time increased with a margin for risk and adverse deviation. All contracts are subject to a liability adequacy test, which reflects management's best current estimate of future cash flows.

    • Estimates are also made as to future investment income arising from the assets backing insurance contracts.

      These estimates are based on current market returns as well as expectations about future economic and financial developments.

    • Assumptions on future expenses are based on current expense levels, adjusted for expected expense inflation if appropriate.

  2. Property, plant and equipment

    Critical estimates are made by the directors in determining the useful lives and residual values of property, plant and equipment.

  3. Impairment losses

    Estimates are made in determining the impairment losses on assets. Such estimates include the determination of the recoverable amount of the asset.

  4. Income taxes

    The Company is subject to income taxes under the Nigerian Tax Laws. Significant estimates are required in determining the provisions for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcomes of these matters are different from the amounts that were initially recorded, such differences will impact the income tax and the deferred tax provisions in the period in which such determinations are made.

  5. Critical judgments in applying the entity's accounting policies

In the process of applying the Company's accounting policies, management has made judgements in determining:

  1. The classification of financial assets and liabilities

  2. Whether assets are impaired.

  3. Whether land and buildings meet the criteria to be classified as investment property.

f Changes in Material Accounting Policy - IFRS 17

The Company applied IFRS 17 standards (Insurance Contracts) from 1 January 2023. This standard has brought significant changes to the accounting for insurance and reinsurance contracts. As a result, we restated certain comparative amounts and presented the statement of financial position as at 1 January 2022. We consistently applied the accounting policies as set out in all periods presented in these financial statements. The nature and effects of key changes in the Company's accounting policies resulting from its adoption of IFRS 17 is summarized below:

- Recognition, measurement and presentation of insurance contracts: IFRS 17 establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts, reinsurance contracts and investment contracts with discretionary participation features. It introduces a model that measures groups of contracts based on the estimates of the present value of future cash flows that are expected to arise as the Company fulfils the contracts, an explicit risk adjustment for non-financial risk and contractual service margin. Under IFRS 17, insurance revenue in each reporting period represents the changes in the liabilities for remaining coverage that relate to services for which the Company expects to receive consideration and an allocation of premiums that relate to recovering insurance acquisition cash flows. In addition, investment components are no longer included in insurance revenue and insurance service expenses. Insurance finance income and expenses are presented in the profit or loss separately from insurance revenue and insurance service expenses. The Company applies the premium allocation approach (PAA) to simplify the measurement of contracts in the non-life segment. When measuring liabilities for remaining coverage, the PAA is similar to the Company's previous accounting treatment. However, when measuring liabilities for incurred claims, the Company now discounts the future cash flows (unless they are expected to occur in one year or less from the date on which the claims are incurred) and includes an explicit risk adjustment for non-financial risk. Previously, all acquisition costs were recognised and presented as separate assets from the related insurance contracts ('deferred acquisition costs') until those costs were included in profit or loss and OCI. Under IFRS 17, only insurance acquisition cash flows that arise before the recognition of the related insurance contracts are recognised as separate assets and are tested for recoverability. These assets are presented in the carrying amount of the related portfolio of contracts and are derecognised once the related contracts have been recognized.

The Company applies the general measurement model (GMM) approach to its life segment. The GMM approach measures group

of insurance contracts as the sum of the following components, or 'building blocks', for each group of insurance contracts:

  1. Fulfilment cash flows, which comprise: - Estimates of expected future cash flows over the life of the contract - An adjustment to reflect the time value of money and the financial risks related to the future cash flows to the extent that the financial risks are not included in the estimates of the future cash flows - A risk adjustment for non-financial risk.

  2. Contractual service margin: This represents unearned profit an entity will recognise as it provides service under the insurance contracts in the income and expenses from reinsurance contracts other than insurance finance income and expenses are now presented as a single net amount in profit or loss. Previously, amounts recovered from reinsurers and reinsurance expenses were presented separately.

Transition

On transition date, 1 January 2023, the Company:

  1. Has identified, recognised and measured each group of insurance contracts as if, IFRS 17 had always applied.

  2. Derecognised any existing balances that would not exist had IFRS 17 always applied.

  3. Recognised any resulting net difference in equity. On transition to IFRS 17, the Company has applied the full retrospective approach unless where it is impracticable. The Company has applied the full retrospective approach on transition to all contracts issued on or after 1 January 2022.

  4. Recognised any resulting net difference in equity.

On transition to IFRS 17, the Company has applied the full retrospective approach on the transition to all contracts issued on or after 1 January 2022. The Company has used the following procedure to determine the CSM at initial recognition for these contracts:

  1. Estimated future cash flows at the date of initial recognition as the amount of the future cash flows at transition date, adjusted by the cash flows that have occurred between the date of initial recognition and the transition date. The cash flows that are known to have occurred include cash flows resulting from contracts that ceased to exist before the transition date.

Discount rates:

  1. The Nigerian Actuarial Society published rates were used. Locked in rates for 2021 were used for 2021 data and 2022 rates were used for the 2022 data.

  2. Estimated the risk adjustment for non-financial risk at the date of initial recognition by adjusting the risk adjustment at transition date by the expected release of risk in the periods before transition. The expected release of the risk was determined with reference to the release of risk for similar contracts that the Company has issued subsequent to the transition date

The Company has elected to disaggregate insurance finance income or expense between amounts included in profit or loss and amounts included in other comprehensive income and reset the cumulative amount of insurance finance income or expense recognised in other comprehensive income at the transition date to zero.

Fair value approach

The Company has applied the fair value approach on transition for certain groups of term-life contracts as, prior to transition, it grouped contracts from multiple cohorts and years into a single unit for accounting purposes. Obtaining reasonable and supportable information to apply the full retrospective approach was impracticable without undue cost or effort. The Company has determined the CSM of the liability for remaining coverage at the transition date, as the difference between the fair value of the group of insurance contracts and the fulfilment cash flows measured at that date. In determining fair value, the Company has applied the requirements of IFRS 13 Fair Value Measurement, except for the demand deposit floor requirement.

The Company has aggregated contracts issued more than one year apart in determining groups of insurance contracts under the fair value approach at transition as it did not have reasonable and supportable information to aggregate groups into those including only contracts issued within one year. For the application of the fair value approach, the Company has used reasonable and supportable information available at the transition date in order to:

  1. Identify groups of insurance contracts.

  2. Determine whether any contracts are direct participating insurance contracts.

  3. Identify any discretionary cash flows for insurance contracts without direct participation features

The discount rate for the company of contracts applying the fair value approach was determined at the transition date. Therefore, for the measurement of fulfilment cash flows at the date of transition, the locked-in discount rate is the weighted average of the rates applicable at the date of initial recognition of contracts that joined a group over a 12-month period. The discount rate used for accretion of interest on the CSM is determined using the bottom-up approach at inception.

The following table and accompanying notes below explain the original measurement categories under IFRS 4 and the new measurement under IFRS 17 as at 1 January 2022 and 1 January 2023 respectively.

Statement of financial position - 1

January 2022

2021

2021

Reclassificatio

Remeasureme

Correction

Statement of financial position

IFRS 4

n

nt

of errors

IFRS 17

Notes

N'000

N'000

N'000

N'000

N'000

Cash and cash equivalents

1,945,556

-

-

-

1,945,556

Financial Assets

616,593

-

-

-

616,593

Investment properties

4,030,067

-

-

-

4,030,067

Reinsurance contract assets a

368,242

-

(368,242)

-

-

Investment in subsidiaries

-

-

-

-

-

Deferred acquisition cost

-

-

-

-

-

Intangible Assets

-

-

-

-

-

Property and equipment

50,233

-

-

-

50,233

Other receivables

144,570

-

-

-

144,570

Trade Receivables

8,075

-

-

-

8,075

Statutory deposit

535,000

-

-

-

535,000

Deferred tax assets

-

-

-

-

-

Total assets

7,698,337

-

(368,242)

-

7,330,095

Current tax liabilities

273,736

-

-

273,736

Investment contract liabilities b

2,584,313

-

(135,597)

2,448,716

Insurance contract liabilities c

5,037,459

-

280,838

5,318,297

Reinsurance contract liabilities

-

-

-

-

Other payables

850,919

-

-

850,919

Deferred commission income

-

-

-

-

Trade Payables e

44,205

-

-

(36,257)

7,948

Borrowings

1,994,015

-

-

1,994,015

Deferred tax liabilities

61,909

-

-

61,909

Total liabilities

10,846,556

-

145,240

(36,257)

10,955,538

Share capital

6,455,515

-

-

6,455,515

Share Premium

7,484,955

-

-

7,484,955

Contingency Reserve

1,768,801

-

-

1,768,801

Revaluation reserve

48,292

-

-

(48,292)

-

Retained earnings d

(18,925,883)

-

(513,482)

84,549

(19,354,816)

Other comprehensive income

21,245

-

- 21,245

Treasury shares

(1,145)

-

- (1,145)

Other reserves

-

-

- -

Total equity

(3,148,220)

-

(513,482)

36,257

(3,625,444)

Total liabilities and equity

7,698,336

-

(368,242)

(0)

7,330,094

Statement of financial position - 31 December 2022

2022

2022

Reclassificatio

Remeasureme

Correction

Statement of financial position

Notes

IFRS 4 N'000

n

N'000

nt

N'000

of errors

IFRS 17 N'000

Cash and cash equivalents

695,776

-

-

695,776

Financial Assets

843,643

-

-

843,643

Investment properties

4,030,067

-

-

4,030,067

Reinsurance contract assets

-

-

- -

Investment in subsidiaries

-

-

- -

Deferred acquisition cost

-

-

- -

Intangible Assets

-

-

- -

Property and equipment

35,663

-

- 35,663

Other receivables

167,317

(126,252)

- 41,065

Trade Receivables

8,849

-

- 8,849

Statutory deposit

535,000

-

- 535,000

Deferred tax assets

-

-

- -

Total assets

6,316,315

(126,252)

- 6,190,063

Current tax liabilities

273,736

-

-

273,736

Investment contract liabilities

b

2,713,529

-

(142,378)

2,571,151

Insurance contract liabilities

c

5,078,824

148,123

-

5,226,947

Reinsurance contract liabilities

-

-

-

-

Other payables

502,513

-

-

502,513

Deferred commission income

-

-

-

-

Trade Payables

e

44,205

-

-

44,205

Borrowings

1,976,233

-

-

1,976,233

Deferred tax liabilities

61,909

-

-

61,909

Total liabilities

10,650,949

148,123

(142,378)

10,656,695

Share capital

6,455,515

-

6,455,515

Share Premium

7,484,955

-

7,484,955

Contingency Reserve

f

1,771,668

4,059

1,775,727

Revaluation reserve

g

48,292

(48,292)

-

Retained earnings

d

(20,139,954)

74,744

(126,251)

(20,191,461)

Other comprehensive income

46,034

-

46,034

Treasury shares

(1,145)

-

(1,145)

Other reserves

-

-

-

Total equity

(4,334,635)

30,511

(126,251)

(4,430,375)

Total liabilities and equity

6,316,315

178,633

(268,630)

6,226,321

Explanatory Notes 01-Jan-22

a Reinsurance contract assets N'000

Balance as at IFRS 4 368,242

Reclassification to retained earnings (368,242)

Balance as per IFRS 17 -

Under IFRS 4, the Company cedes insurance risk in the normal course of business on the bases of our treaty and facultative agreements. Reinsurance assets represent balances due from reinsurance companies. Amounts recoverable from reinsurers are estimated in a manner consistent with settled claims associated with the reinsurer's policies and are in accordance with the related reinsurance contract.

Under IFRS 17, Reinsurance contracts held were nil from the Actuarial report, and the outstanding balance of N368.24 million was derecognised to retained earnings as there were no data to support the IFRS 17 measurement.

January 1, 2022 Insurance Contract Liabilities (Transition)

Insurance Contract Liabilities

IFRS 17

IFRS 4

TOTAL

N'000

N'000

N'000

Liability for Remaining Coverage (LRC)

Present Value of Future Cashflows

2,265,928

2,284,695

(18,767)

Contractual Service Margin

70,712

-

70,712

Risk Adjustment

124,318

-

124,318

Total Liability for Remaining Coverage

2,460,959

2,284,695

176,263

Liability for Incurred Claims (IBNR+Ou

1,004,258

1,004,258

-

Total Insurance Contract Liabilities

3,465,217

3,288,954

176,263

Total Investment Contract

2,448,716

2,584,313

(135,597)

Total Insurance Contracts

5,318,298

5,037,459

40,666

c Insurance Contract Liabilities

b

The table above shows that the IFRS 17 insurance contract liabilities is higher than the IFRS 4 liabilities. The key differences are:

  • N(149)m as a result of change in discount rate from fixed discount rate used under IFRS 4 to the use of yield curve

  • N70m of contractual service margin (CSM) under IFRS 17 and

  • N124m of risk adjustment under IFRS 17.

The table below shows the differences by portfolio.

1 January 2022 Insurance and Investment Contract Liabilities - Life

Portfolios

IFRS 17

IFRS 4

TOTAL

N'000

N'000

N'000

Group Life

1,024,344

1,004,258

20,085

Annuity

2,291,045

2,140,897

150,149

Endowment

149,827

143,799

6,029

Total Insurance Contract Liabilities

3,465,217

3,288,954

176,261

Investment/IFRS 9

2,448,716

2,584,313

(135,597)

Total Insurance and Investment Contr

5,913,933

5,873,267

40,664

IFRS 17 TRANSITION NOTES - cont'd

c Insurance Contract Liabilities

January 1, 2022 Insurance and Investment Contract Liabilities - Non Life

Portfolios

IFRS 17

IFRS 4

Difference

N'000

N'000

N'000

Fire

52,703

50,039

2,664

General Accidents

495,396

476,164

19,232

Motor

65,178

61,708

3,470

Marine

69,158

64,353

4,805

Aviation

42,713

39,929

2,784

Oil & Gas

1,006,256

940,424

65,832

Engineering

55,239

52,609

2,630

Bond

66,437

63,281

3,156

Total

1,853,080

1,748,506

104,575

The table above shows that the IFRS 17 insurance contract liabilities is higher than the IFRS 4 liabilities.

d The table below shows the impact on equity as a result of the transition from IFRS 4 to IFRS 17 as at 31 December 2021.

IFRS 4 to IFRS 17 1 January 2022 Transition Impact on Equity - Non Life

IFRS 4 to IFRS 17 Transition Impact o

IFRS 17

IFRS 4

Difference

N'000

N'000

N'000

Derecognition of DAC

-

-

-

Derecongnition of Reinsurance contract asse

-

368,242

368,242

Increase in Insurance contract liabilities

5,318,297

5,037,459

280,837

Changes in Investment contract laibilities

2,448,716

2,584,313

(135,597)

Impact on Retained earnings and Equit

7,767,012

7,990,014

513,482

b Investment contract liabilities

Investment contract liabilities are recognized when contracts are entered into and premiums are received. These liabilities are initially recognized at fair value, this being the transaction price excluding any transaction costs directly attributable to the issue of the contract. Subsequent to initial recognition investment contract liabilities are measured at amortized cost. Under IFRS 4, the Company had other investment contract liabilities which were attached to insurance contracts within the ordinary life portfolio. Under IFRS 17, the investment contract liabilities attached to the long-term contracts are treated as not being qualified to be separable from their associated insurance components, due to the inability to measure one without the other, as stated in the IFRS 17 standard, and they are thus measured and valued as part of the insurance contract liabilities.

As of January 1, 2022, the investment contract liability under IFRS 4 stood at ₦2.58 billion. Following a remeasurement under IFRS 9, the investment was reduced by ₦135.60 million, resulting in a closing balance of ₦2.45 billion. By December 31, 2022, the investment contract liability under IFRS 4 had increased to ₦2.71 billion. A subsequent IFRS 9 remeasurement reduced the investment by ₦142.38 million, closing at ₦2.57 billion as stated below;

01-Jan-22

N'000

01-Jan-23

N'000

Opening balance IFRS 4

Remeasurement under IFRS 9 and reclassified to retained

2,584,313

2,713,529

earnings (135,597) (142,378)

Balance as per (IFRS 17) 2,448,716 2,571,151

c Insurance Contract Liabilities

Under IFRS 17, the Discounted Cashflow model is also used to determine adequate reserves for in-force long-term Life business contracts as at the valuation date. The results thereof are then used to ascertain adjustments necessary to reserve component balances including the Best Estimate of Liabilities, the Risk Adjustment factor and the Contractual Service Margin. This difference in treatment of the components of reserve, as well as difference in IFRS 17 prescribed methodology are responsible for the variations on IFRS 4 and IFRS 17 reserves for the Life business.

Under IFRS 4, an assessment is made of whether the recognized life insurance liabilities are adequate by carrying out a liability adequacy test.

The liability value is adjusted to the extent that it is insufficient to meet expected future benefits and expenses. In performing the adequacy test, current best estimates of future contractual cash flows, including related cash flows such as claims handling and policy administration expenses, policyholder options and guarantees, as well as investment income from assets backing such liabilities, are used. Discounted cash flows model is used in the valuation.

Non-life insurance contract liabilities include the outstanding claims provision, the provision for unearned premium and the provision for premium deficiency. The outstanding claims provision is based on the estimated ultimate cost of all claims incurred but not settled as of the reporting date, whether reported or not, along with related claims expenses.

As of January 1, 2022, insurance contract liability increased by N280.84 million due to the following changes;

i. Change in discount rate from the fixed discount rate used under IFRS 4 to the use of the yield curve in IFRS 17

  1. Contractual service margin (CSM) under IFRS 17 and

  2. Risk adjustment under IFRS 17

Also, as of January 1, 2023, there was an increase of N148.13 million due to the same reasons stated above.

01-Jan-22

N'000

01-Jan-23

N'000

Opening balance IFRS 4

5,037,459

5,078,824

Reclassification to retained earnings

-

148,123

Balance as per (IFRS 17)

5,037,459

5,226,947

  1. Retained earning

    As at 1 January 2022, IFRS 4 retained loss closed at (N18.9 bn) for the Company. The difference between this position and IFRS 17 is a net increase of N513.48 million. As at 1 January 2023, IFRS 4 retained loss closed at (N20.140 bn). The difference between this position and IFRS 17 is a net decrease of N87.764 million. This is due to the changes that have occurred from the transition to Insurance Revenue, Insurance Service Result, and the inclusion of Net Insurance/Reinsurance and Net Finance Income/(Expenses) in the IFRS 17 restated financial performance.

    As of January 1, 2022, revaluation reserves and reinsurance payables were reclassified to retained earnings alongside IFRS 17 adjustments of N513.48 million. These balances, along with prepayments due from branch offices of N126.25 million, were adjusted to the retained earnings as of January 1, 2023.

    01-Jan-22

    N'000

    01-Jan-23

    N'000

    Opening balance IFRS 4

    (18,925,882)

    (20,139,954)

    IFRS 17 adjustments

    Reclassification from revaluation reserves, prepayments and

    (513,482)

    (126,251)

    reinsurance payables

    84,549

    74,744

    Balance at 31 December

    (19,354,815)

    (20,191,461)

  2. Trade payables

    This relates to the reinsurance payables of ₦36.257 million, reclassified to retained earnings in the financial statements.

    01-Jan-22

    N'000

    01-Jan-23

    N'000

    Previously January 1

    44,205

    44,205

    Reclassified to retained earnings

    -

    -

    Restated balance January 1

    44,205

    44,205

  3. Contingency reserves

    This relates to the recalculation of Contingency charges due to the changes that have occurred from the transition to insurance revenue.

    01-Jan-23

    N'000

    Previously January 1 1,771,668

    Reclassified to retained earnings 4,059

    Restated balance January 1 1,775,727

  4. Revaluation reserves

This pertains to the reclassification of ₦48.292 million from revaluation reserve to retained earnings, as the associated assets (Office building) have been disposed off in 2020 and the reserve needs to be eliminated accordingly.

01-Jan-22

N'000

01-Jan-23

N'000

Previously January 1

48,292

48,292

Reclassified to retained earnings

-

-

Restated balance January 1

48,292

48,292

Under IFRS17, the concepts of Deferred Commission Income (DCI) are no longer applied to produce separately recognized assets and liabilities in relation to insurance contracts, instead, they are implicitly included in the measurement of insurance contract assets and liabilities.

The Company elected to reclassify and measure its Trade payables consisting of payables to reinsurance companies and premium deposits to Other insurance contract liabilities. They represent financial obligations arising from the Company's insurance business that are basically outside the scope of the definition of insurance contracts.

Gross premium written, Unearned premium movement, Gross Premium income, Insurance Revenue

Under IFRS 4, the gross premium is adjusted by change in insurance contract liabilities (UPR) to arrive at the Gross Premium Income. Under IFRS 17, the Insurance revenue is made up of the following items:

Expected benefits incurred - Under PAA model (Group Life), this is based on premium allocated in the reporting period due to the passage of time and it is based on the coverage period of each contract using the start and end date for each contract. For contracts using General Model Approach (GMA), this is based on the expected insurance claims in the reporting period which are projected using actuarial assumptions.

- Expected expenses incurred - This is the expected expenses projected in the actuarial model using the valuation assumptions. This applies to business using General Model.

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