Zenith Bank Plc
Annual Report 2017

Plain-text annual report

Zenith Bank PLC Annual Report - December 31, 2017 ZENITH BANK PLC DIRECTORS, OFFICERS AND PROFESSIONAL ADVISERS DIRECTORS Mr.Jim Ovia, CON. Alhaji Baba Tela Prof. Chukuka Enwemeka Mr.Jeffrey Efeyini Prof.Oyewusi Ibidapo-Obe Mr.Gabriel Ukpeh Engr. Mustafa Bello * Mr.Peter Amangbo Ms. Adaora Umeoji Mr.Ebenezer Onyeagwu Mr.Oladipo Olusola ** Mr.Umar Ahmed Dr. Temitope Fasoranti * Mr. Dennis Olisa * Chairman Non-Executive Director/ Independent Non-Executive Director Non-Executive Director Non-Executive Director/ Independent Non-Executive Director/ Independent Non-Executive Director/ Independent Group Managing Director/CEO Deputy Managing Director Deputy Managing Director Executive Director Executive Director Executive Director Executive Director * Appointed to the Board effective December 29, 2017. ** Retired from the Board effective August 30, 2017. COMPANY SECRETARY Michael Osilama Otu REGISTERED OFFICE AUDITOR Zenith Bank Plc Zenith Heights Plot 87, Ajose Adeogun Street Victoria Island, Lagos KPMG Professional Services KPMG Tower Bishop Aboyade Cole street Victoria Island Lagos REGISTRAR AND TRANSFER OFFICE Veritas Registrars Limited (formerly Zenith Registrars Limited) Plot 89 A, Ajose Adeogun Street Victoria Island Lagos 1 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Note Page Note Page Directors' Report Corporate Governance Report Statement of Directors' Responsibilities Report of the Audit Committee Independent Auditor's Report Consolidated and Separate Statement of Profit or Loss and Other Comprehensive Income. Consolidated and Separate Statements of Financial Position Consolidated and Separate Statements of Changes in Equity Consolidated and Separate Statements of Cash Flows Notes to the Consolidated and Separate Financial Statements 1 General information 2.0a Change in accounting policies 2.0b Significant accounting policies 2.1 Basis of preparation 2.2 New standards, interpretations and amendments to existing standard that are not yet effective 2.3 Basis of consolidation 2.4 Translation of foreign currencies 2.5 Cash and cash equivalents 3 2.6 Financial instruments 2.7 Derivative instruments 2.8 Impairment of financial assets 2.9 Reclassification of financial instruments 2.10 Restructuring of financial instruments 2.11 Collateral 2.12 Property and equipment 2.13 Intangible assets 2.14 Leases 2.15 Provisions 2.16 Employee benefits 2.17 Share capital and reserves 2.18 Recognition of interest income and expense 2.19 Fees, commissions and other income 2.20 Net trading income 2.21 Operating expense 2.22 Current and deferred income tax 2.23 Earnings per share 2.24 Segment reporting 2.25 Fiduciary activities 3 Risk management 3.13 Sustainability report 6 Interest and similar income 7 Interest and similar expense 8 Impairment loss on financial assets 3 9 20 21 28 9 Fee and commission income 10 Other operating income 11 Trading gains 12 Operating expenses 13 Taxation 14 Earnings per share 29 15 Cash and balances with central banks 30 16 Treasury bills 32 34 34 34 35 35 39 40 41 41 45 45 46 46 47 48 48 50 50 51 51 52 53 53 53 53 54 54 55 56 99 105 105 105 17 Assets pledged as collateral 18 Due from other banks 19 Derivative assets 20 Loans and advances 21 Investment securities 22a Investment in subsidiaries 22b Condensed financial statement 22b Investment in associates 23 Deferred tax 24 Other assets 25 Property and equipment 26 Intangible assets 27 Customers' deposits 28 Other liabilities 29 On-lending facilities 30 Borrowings 31 Debt securities issued 32 Derivatives liabilities 33 Share capital 34 Share premium, retained earnings, and other reserves 35 Pension contribution 36 Personnel expenses .37 Group subsidiaries and related party transactions 38 Contingent liabilities and commitments 39 Dividend per share 40 Cash and cash equivalents 41 Compliance with banking regulations 42 Events after reporting period 43 Comparatives 44 Statement of cashflow workings Other National Disclosures Value Added Statement Five Year Financial Summary - - 105 106 106 106 107 109 110 110 111 111 112 112 116 119 120 124 125 126 128 132 132 133 134 135 138 138 139 139 140 140 141 143 144 145 145 145 145 146 150 151 153 2 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Directors' Report for the Year Ended December 31, 2017 The directors present their report on the affairs of ZENITH BANK PLC, together with the financial statements and independent auditor's report for the year ended December 31, 2017. 1. Legal form The Bank was incorporated in Nigeria under the Companies and Allied Matters Act as a private limited liability company on 30 May,1990. It was granted a banking licence in June 1990, to carry on the business of commercial banking and commenced business on June 16, 1990. The Bank was converted into a Public Limited Liability Company on 20 May 2004. The Bank’s shares were listed on the floor of the Nigerian Stock Exchange on 21 October 2004. In August 2015, the Bank was admitted into the premium Board of the Nigerian Stock Exchange. There have been no material changes to the nature of the Group's business from the previous year. 2. Principal activities and business review The principal activity of the Bank is the provision of banking and other financial services to corporate and individual customers. Such services include obtaining deposits from the public, granting of loans and advances, corporate finance and money market activities. The Bank has six subsidiary companies namely, Zenith Bank (Ghana) Limited, Zenith Pensions Custodian Limited, Zenith Bank (UK) Limited, Zenith Bank (Sierra Leone) Limited, Zenith Bank (The Gambia) Limited and Zenith Nominees Limited. During the year, the Bank incorporated Zenith Nominees Limited but the entity is yet to commence operations. During the year, the Bank opened one new branch. No branch was closed during the year. 3. Operating results Gross earnings of the Group increased by 46.7% and profit before tax increased by 29.8% . Highlights of the Group’s operating results for the year under review are as follows: Gross earnings Profit before tax Income tax expense Profit after tax Non- controlling interest Profit attributable to the equity holders of the parent Appropriations Transfer to statutory reserve Transfer to retained earnings and other reserves Basic and Diluted earnings per share (kobo) Non-performing loan ratio % 4. Dividends 31-Dec-17 N' Million 31-Dec-16 N' Million 745,189 507,997 203,461 (25,528) 177,933 (319) 177,614 23,572 154,042 177,614 566 4.70 156,748 (27,096) 129,652 (218) 129,434 19,021 110,413 129,434 412 3.02 The Board of Directors, pursuant to the powers vested in it by the provisions of section 379 of the Companies and Allied Matters Act (CAMA) of Nigeria, proposed a final dividend of N2.45 per share which in addition to the N0.25 per share paid as interim dividend amounts to N2.70 per share (2016: Interim of N0.25 per share and final of N1.77 per share) from the retained earnings account as at December 31, 2017. This will be presented for ratification by the shareholders at the next Annual General Meeting. If the proposed dividend is approved by the shareholders, the Bank will be liable to pay additional corporate tax estimated at N21.08 billion representing the difference between the tax liability calculated at 30% of the dividend approved and the tax charge reported in the statement of profit or loss and other comprehensive income for the year ended December 31, 2017. 3 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Directors' Report for the Year Ended December 31, 2017 Payment of dividends is subject to withholding tax at a rate of 10% in the hand of qualified recipients. 5. Directors' shareholding The direct and indirect interests of directors in the issued share capital of Zenith Bank Plc as recorded in the register of directors shareholding and/or as notified by the directors for the purposes of sections 275 and 276 of the Companies and Allied Matters Act (CAMA) and the listing requirements of the Nigerian Stock Exchange is as follows: Interests in shares Number of Shareholding December 31, 2017 December 31, 2016 Direct Indirect Direct Indirect 2,946,199,395 1,593,494,151 2,946,199,395 1,593,494,151 11,000,000 - - - - - - 1,710,123 - - - - - 5,000,000 250,880 32,660 127,137 541,690 321,426 - 31,620,141 7,000,000 2,000,000 1,077,343 1,875,000 4,122,316 5,000,000 250,880 - 127,137 541,690 267,856 - 31,620,141 3,106,918 2,000,000 1,133,927 - - 2,300,000 - - - - - - 1,710,123 - - - - - Designation Chairman / Non-Executive Director Group Managing Director/CEO Non Executive Director / Independent Non-Executive Director /Independent Director Mr. Jim Ovia, CON. Mr.Peter Amangbo Alhaji Baba Tela Mr.Gabriel Ukpeh Prof. Chukuka Enwemeka Non-Executive Director Mr.Jeffrey Efeyini Non Executive Director Prof.Oyewusi Ibidapo-Obe Non Executive Director / Independent Non Executive Director / Independent Engr. Mustafa Bello * Deputy Managing Director Ms. Adaora Umeoji Deputy Managing Director Mr.Ebenezer Onyeagwu Executive Director Mr.Oladipo Olusola ** Executive Director Mr. Umar Ahmed Executive Director Dr. Temitope Fasoranti * Executive Director Mr. Dennis Olisa * * Appointed to the Board effective December 29, 2017. ** Retired from the board effective August 30, 2017. 6. Directors' interests in contracts For the purpose of section 277 of CAMA, all contracts with related parties during the year were conducted at arm's length. Information relating to related parties transactions are contained in Note 37 to the financial statements. 7. Acquisition of own shares The shares of the Bank are held in accordance with the Articles of Association of the Bank. The Bank has no beneficial interest in any of its shares. 8. Property and equipment Information relating to changes in property and equipment is given in Note 25 to the financial statements. In the opinion of the directors, the market value of the Group’s property and equipment is not less than the value shown in the financial statements. 4 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Directors' Report for the Year Ended December 31, 2017 9. Shareholding analysis The shareholding pattern of the Bank as at 31 December, 2017 is as stated below: Share range 1-9,999 10,000 - 50,000 50,001 - 1,000,000 1,000,001 - 5,000,000 5,000,001 - 10,000,000 10,000,001 - 50,000,000 50,000,001 - 100,000,000 100,000,001 - 500,000,000 500,000,001 - 1,000,000,000 Above 1,000,000,000 No. of Shareholders 539,481 81,858 20,122 736 118 89 21 22 2 6 Percentage of Shareholders 83.9718 % 12.7414 % 3.1320 % 0.1146 % 0.0184 % 0.0139 % 0.0033 % 0.0034 % 0.0003 % 0.0009 % Number of holdings 1,621,763,173 1,698,673,987 3,211,097,112 1,649,481,195 879,516,903 2,210,108,463 1,435,220,409 4,880,206,479 2,421,682,932 11,388,743,134 10.23 Percentage Holdings (%) %5.17 %5.41 % %5.25 %2.80 %7.04 %4.57 % %7.71 % 15.54 36.27 The shareholding pattern of the Bank as at December 31, 2016 is as stated below: 642,455 %100 31,396,493,787 %100 Share range 1-9,999 10,000 - 50,000 50,001 - 1,000,000 1,000,001 - 5,000,000 5,000,001 - 10,000,000 10,000,001 - 50,000,000 50,000,001 - 100,000,000 100,000,001 - 500,000,000 500,000,001 - 1,000,000,000 Above 1,000,000,000 10. Substantial interest in shares No. of Shareholders 541,348 83,802 21,020 771 131 105 21 21 1 7 Percentage of Shareholders 83.6411 % 12.9479 % 3.2477 % 0.1191 % 0.0202 % 0.0162 % 0.0032 % 0.0032 % 0.0002 % 0.0012 % Number of holdings 1,627,229,637 1,712,394,356 3,225,337,840 1,632,120,871 890,422,214 2,219,551,674 1,507,117,182 4,294,018,429 719,545,610 13,568,755,974 10.27 Percentage Holdings (%) %5.18 %5.45 % %5.20 %2.84 %7.07 %4.80 % %2.29 % 13.68 43.22 647,227 %100 31,396,493,787 %100 According to the register of members as at December 31, 2017, the following shareholders held more than 5.0% of the issued share capital of the Bank. Jim Ovia, CON Stanbic Nominees Nigeria Limited/C011 - MAIN Stanbic Nominees Nigeria Limited/C002 - MAIN Stanbic Nominees Nigeria Limited/C001 - TRAD Number of Shares Held 2,946,199,395 3,242,344,702 2,438,670,039 1,809,897,790 Number of Shares Held %9.38 % %7.77 %5.76 10.33 According to the register of members at December 31, 2016, the following shareholders held more than 5.0% of the issued share capital of the Bank. Jim Ovia, CON Stanbic Nominees Nigeria Limited/C011 - MAIN Stanbic Nominees Nigeria Limited/C001 - TRAD Stanbic Nominees Nigeria Limited/C002 - TRAD Number of Shares Held 2,946,199,395 2,993,953,971 2,451,590,191 1,814,839,375 Number of Shares Held %9.38 %9.54 %7.81 %5.78 5 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Directors' Report for the Year Ended December 31, 2017 11. Donations and charitable gifts The Bank made contributions to charitable and non-political organisations amounting to N2,611 million during the year ended December 31, 2017 (December 31, 2016: N 2,557 million) . The beneficiaries are as follows: Educational support to Nigerian schools Sports organisation Security Trust Funds Economic summits and conferences sponsorship Private Sector Health Alliance Medical Assistance to the Underpriviledged The Africa Fundraiser Contribution North-East Children Trust Fund Relief support Maternity clinic construction support ICT Centres for Educational Institutions Musical Society of Nigeria Other donations individually below N10 million 31-Dec-17 N' Million 598 486 300 257 200 156 150 129 110 100 37 17 71 2,611 The Bank made contributions to charitable and non-political organisations amounting to N2,557 million during the 2016 financial year. The beneficiaries are as follows: Committee Encouraging Corporate Philantrophy (mobile cancer machines) Educational support to Nigerian schools States' Security Trust Funds Nigeria Institute of Journalism Medical assistance to the underpriviledged ICT Centres for Educational Institutions The Nigerian Football Federation Economic summits and conferences sponsorship Nigerian Basketball Federation Warri Wolves Football Club sponsorship Musical Society of Nigeria Healthcare centre IGA Idugaran LGHA Other donations individually below N10 million 31-Dec-16 N' Million 1,225 259 235 200 161 156 100 42 39 35 33 10 62 2,557 12. Events after the reporting period There were no significant events after the reporting date that could affect the reported amount of assets and liabilities as of the reporting date. 6 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Directors' Report for the Year Ended December 31, 2017 13. Disclosure of customer complaints in financial statements for the period ended December 31, 2017 Description Number Amount claimed Amount refunded 31-Dec-17 31-Dec-16 31-Dec-17 N. 31-Dec-16 N. 31-Dec-17 N. 64 1,571,817,766 14,569,036,425 11,578,247 31-Dec-16 N. 774,033,876 343 10,045,190,151 2,465,265,125 253 1,833,595,716 15,462,483,784 37,941,563 624,257,449 346,672,659 1,386,713,078 Pending complaints brought forward Received Complaints Resolved Complaints Unresolved Complaints carried forward 154 220 288 86 154 9,783,412,201 1,571,817,766 14. Human resources (i) Employment of disabled persons The Group maintains a policy of giving fair consideration to the application for employment made by disabled persons with due regard to their abilities and aptitude. The Group’s policy prohibits discrimination against disabled persons in the recruitment, training and career development of its employees. In the event of members of staff becoming disabled, efforts will be made to ensure that their employment continues and appropriate training arranged to ensure that they fit into the Group's working environment. (ii) Health, safety and welfare at work The Group enforces strict health and safety rules and practices at the work environment, which are reviewed and tested regularly. The Group retains top-class private hospitals where medical facilities are provided for staff and their immediate families at the Group’s expense. Fire prevention and fire-fighting equipment are installed in strategic locations within the Group’s premises, while occassional fire drills are conducted to create awareness amongst staff. The Group operates both a Group Personal Accident and the Workmen’s Compensation Insurance covers for the benefit of its employees. It also operates a contributory pension plan in line with the Pension Reform Act. (iii) Employee training and development The Group ensures, through various fora, that employees are informed on matters concerning them. Formal and informal channels are also employed in communication with employees with an appropriate two-way feedback mechanism. In accordance with the Group’s policy of continuous development, training facilities are provided in well-equipped training centres. In addition, employees of the Group are nominated to attend both locally and internationally organized training programmes. These are complemented by on-the-job training. 7 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Corporate Governance Report for the Year Ended December 31, 2017 1. Introduction Zenith Bank Plc maintains the highest standards of Corporate Governance and best practice both within the Bank and the Group. This is reviewed from time to time to ensure we keep pace with global standards. 2 The Directors and other key personnel During the year under review, the Directors and other key personnel of the Bank complied with the following Codes of Corporate Governance, which the Bank subscribes to: (a) Central Bank of Nigeria (CBN) Code of Corporate Governance for Banks in Nigeria 2014 (b) Securities and Exchange Commission (SEC) Code of Corporate Governance In addition to the above Codes, the Bank complies with relevant disclosure requirements in other jurisdictions where it operates. 3. Shareholding The Bank has a diverse shareholding structure with no single ultimate individual beneficiary holding more than 10% of the Bank’s total issued shares. 4. Board of directors The Board has the overall responsibility for setting the strategic direction of the bank and also oversight of senior management. It also ensures that good Corporate Governance processes and best practices are implemented across the Bank and the group. The Board of the Bank consists of persons of diverse discipline and skills, chosen on the basis of professional background and expertise, business experience and integrity as well as knowledge of the Bank’s business. Directors are fully abreast of their responsibilities and knowledgeable in the business and are therefore able to exercise good judgment on issues relating to the bank’s business. They have on the basis of this acted in good faith with due diligence and skill and in the overall best interest of the Bank and relevant stakeholders during the period of review. 5. Board structure The Board is made up of a Non-Executive Chairman, Six (6) Non-Executive Directors and Six (6) Executive Directors including the GMD/CEO. Four (4) of the Non-Executive Directors are independent directors, appointed in compliance with the Central Bank of Nigeria (CBN) circular on Appointment of Independent Directors by Banks. The Group Managing Director/Chief Executive is responsible for the day to day running of the bank and oversees the group structure, assisted by the Executive Committee (EXCO). EXCO comprises the Executive Directors, Deputy Managing Directors as well as the Group Managing Director/Chief Executive as its Chairman. 6. Responsibilities of the Board The Board is responsible for the following amongst others: (a) reviewing and approving the Bank’s strategic plans for implementation by management; (b) review and approving the Bank’s financial Statements; (c) reviewing and approving the Bank’s financial objectives, business plans and budgets, including capital allocations and expenditures; (d) monitoring corporate performance against the strategic plans and business, operating and capital budgets; (e) implementing the Bank’s succession planning; (f) approving acquisitions and divestitures of business operations, strategic investments and alliances and major business development initiatives; (g) approving delegation of authority for any unbudgeted expenditure; 9 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Corporate Governance Report for the Year Ended December 31, 2017 (h) (i) setting the tone for and supervising the Corporate Governance Structure of the bank, including corporate structure of the bank and the Board and any changes and strategic plans of the bank and the Group; assessing its own effectiveness in fulfilling its responsibilities, including monitoring the effectiveness of individual directors. The membership of the Board during the period is as follows: Board of Directors NAME Mr. Jim Ovia, CON Alhaji Baba Tela Mr. Jeffrey Efeyini Prof. Chukuka S. Enwemeka Prof. Oyewusi Ibidapo-Obe Mr. Gabriel Ukpeh Engr. Mustafa Bello Ms. Adaora Umeoji Mr. Ebenezer Onyeagwu Mr. Umar Shuaib Ahmed Dr. Temitope Fasoranti Mr. Dennis Olisa Mr. Olusola Oladipo Mr. Peter Amangbo POSITION Chairman Independent/Non-Executive Director Non-Executive Director Non-Executive Director Independent/Non-Executive Director Independent/Non-Executive Director Independent/Non-Executive Director * Deputy Managing Director Deputy Managing Director Executive Director Executive Director * Executive Director * Executive Director ** General Managing Director/CEO * Appointed to the Board effective December 29, 2017. ** Retired from the Board with effect from August 30, 2017. The Board meets at least every quarter but may hold extra-ordinary sessions to address urgent matters requiring the attention of the Board. 7. Board committees The Board carries out its oversight functions using its various Board Committees. This makes for efficiency and allows for a deeper attention to specific matters for the Board. Membership of the Committees of the Board is intended to make the best use of the skills and experience of non-executive directors in particular. The Board has established the various Committees with well defined terms of reference and Charters defining their scope of responsibilities in such a way as to avoid overlap or duplication of functions. The Committees of the Board meet quarterly but may hold extraordinary sessions as business of the Bank demand. The following are the current standing Committees of the Board: 7.1 Board credit committee The Committee is currently made up of Seven (7) members comprising four (4) non-Executive Directors and three (3) Executive Directors of the bank. The Board Credit Committee is chaired by a non-Executive Director who is well versed in credit matters. The Committee considers loan applications above the level of Management Credit Committee. It also determines the credit policy of the bank or changes therein. The membership of the Committee during the period is as follows: Mr. Jeffrey Efeyini - Chairman/NED Alhaji Baba Tela - NED Prof. Chukuka Enwemeka - NED Mr. Gabriel Ukpeh - NED 10 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Corporate Governance Report for the Year Ended December 31, 2017 Mr. Peter Amangbo - MD/CEO Mr. Ebenezer Onyeagwu - DMD Ms. Adaora Umeoji - ED Mr. Olusola Oladipo * - ED * Retired from the Board with effect from August 30, 2017 Terms of reference           To conduct a quarterly review of all collateral securities for Board consideration and approval; To recommend criteria by which the Board of Directors can evaluate the credit facilities presented from various customers; To review the credit portfolio of the Bank; To approve all credit facilities above Management approval limit; To establish and periodically review the Bank’s credit policy and portfolio in order to align organizational strategies, goals and performance; To evaluate on an annual basis the components of total credit facilities as well as market competitive data and other factors as deemed appropriate, and to determine the credit level based upon this evaluation; To make recommendations to the Board of Directors with respect to credit facilities based upon performance, market competitive data, and other factors as deemed appropriate; To recommend to the Board of Directors, as appropriate, new credit proposals, restructure plans, and amendments to existing plans; To recommend non-performing credits for write-off by the Board; and To perform such other duties and responsibilities as the Board of Directors may assign from time to time. 7.2 Finance and General Purpose Committee This Committee is made up of six (6) members: three (3) Non-Executive Directors and three (3) Executive Directors. It is chaired by a Non-Executive Director. The Committee considers large scale procurement by the Bank, as well as matters relating to staff welfare, discipline, staff remuneration and promotion. The membership of the Committee during the period is as follows: Alhaji Baba Tela – (Chairman/NED) Prof. Chukuka Enwemeka - NED Prof. Oyewusi Ibidapo-Obe - NED Mr. Peter Amangbo - MD/CEO Ms. Adaora Umeoji - DMD Mr. Umar Shuaib Ahmed - ED Terms of reference            Approval of large scale procurements by the Bank and other items of major expenditure by the Bank; Recommendation of the Bank’s Capital Expenditure (CAPEX) and major Operating Expenditure (OPEX) limits for consideration by the Board; Consideration of management requests for branch set up and other business locations; Consideration of management request for establishment of offshore subsidiaries and other offshore business offices; Consideration of the dividend policy of the Bank and the declaration of dividends or other forms of distributions and recommendation to the Board; Consideration of capital expenditures, divestments, acquisitions, joint ventures and other investments, and other major capital transactions; Consideration of senior management promotions as recommended by the MD/CEO; Review and recommendations on recruitment, promotion, and disciplinary actions for senior management staff; To discharge the Board’s responsibility relating to oversight of the management of the health and welfare plans that cover the company’s employees; Review and recommendation to the Board, salary revisions and service conditions for senior management staff, based on the recommendation of the Executives; Oversight of broad-based employee compensation policies and programs; 7.3 Board risk management committee: The Board Risk Management Committee has oversight responsibility for the overall risk assessment of various areas of the Bank’s operations and compliance. 11 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Corporate Governance Report for the Year Ended December 31, 2017 The Chief Risk Officer and the Chief Compliance Officer have access to this Committee and make quarterly presentations for the consideration of the Committee. Chaired by Prof. Chukuka Enwemeka (a Non-Executive Director), the Committee’s membership comprises the following: Prof. Chukuka S. Enwemeka - Chairman/NED Mr. Jeffrey Efeyini - NED Mr. Gabriel Ukpeh - NED Mr. Peter Amangbo - MD/CEO Mr. Ebenezer Onyeagwu - DMD Terms of reference      (a) (b) (c)   The primary responsibility of the Committee is to ensure that sound policies, procedures and practices are in place for the risk-wide management of the Bank's material risks and to report the results of the Committee's activities to the Board of Directors; Design and implement risk management practices, specifically provide ongoing guidance and support for the refinement of the overall risk management framework and ensuring that best practices are incorporated; Ensure that management understands and accepts its responsibility for identifying, assessing and managing risk; Ensure and monitor risk management practices, specifically determine which enterprise risks are most significant and approve resource allocation for risk monitoring and improvement activities, assign risk owners and approve action plans; Periodically review and monitor risk mitigation process and periodically review and report to the Board of Directors: the magnitude of all material business risks; the processes, procedures and controls in place to manage material risks; and the overall effectiveness of the risk management process; Facilitate the development of a comprehensive risk management framework for the Bank and develop the risk management policies and processes and enforce its compliance; and To perform such other duties and responsibilities as the Board of Directors may assign from time to time. 7.4 Board audit and compliance committee: The Committee comprises Non executive Directors only and is chaired by an Independent Non Executive Director - Mr. Gabriel Ukpeh, who is a Fellow of the Institute of the Chartered Accountants of Nigeria (ICAN) and who is knowledgable in financial matters. The Chief Inspector and the Chief Compliance officer have access to this Committee and make quarterly presentations for the consideration of the Committee. Committee's membership comprises the following: Mr. Gabriel Ukpeh - Chairman/NED Alhaji Baba Tela - NED Mr. Jeffrey Efeyini - NED Committee’s terms of reference The Board Audit and Compliance Committee shall have the following authority and responsibilities as delegated by the Board of Directors:  Ascertain whether the accounting and reporting policies of the Bank are in accordance with legal requirement and acceptable ethical practices. Review the scope and planning of audit requirements. Review the findings on management matters (Management Letter) in conjunction with the external auditors and Management’s responses thereon. Keep under review the effectiveness of the Bank’s system of accounting and internal control. Make recommendations to the Board with regard to the appointment, removal and remuneration of the external auditors of the bank. Authorize the internal auditor to carry out investigations into any activities of the Bank which may be of interest or concern to the Committee. Assist in the oversight of compliance with legal and other regulatory requirements, assessment of qualifications and independence of the external auditors and performance of the Bank’s internal audit function as well as that of the external auditors. Ensure that the internal audit function is firmly established and that there are other reliable means of obtaining sufficient assurance of regular review or appraisal of the system of internal control in the Bank. On a quarterly basis, obtain and review reports by the internal auditor on the strength and quality of internal controls, including any issues or recommendations for improvement, raised during the most recent control review of the Bank.         12 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Corporate Governance Report for the Year Ended December 31, 2017              .   Discuss and review the Bank’s unaudited quarterly and annual financial statements with management and external and external auditors respectively to include disclosures, management control reports, independent reports and external auditors’ reports before submission to the Board, in advance of publication. Meet separately and periodically with management, the internal auditor and the external auditors, respectively. Review and ensure that adequate whistle - blowing procedures are in place and that a summary of issues reported is highlighted to the Board, where necessary Review with external auditors, any audit scope limitations or problems encountered and management responses to them. Review the independence of the external auditors and ensure that they do not provide restricted services to the bank. Appraise and make recommendation to the Board on the appointment of internal auditor of the Bank and review his/her performance appraisal annually. Review the response of management to the observations and recommendation of the Auditors and Bank regulatory authorities. Agree Internal Audit Plan for the year annually with the Internal auditor and ensure that the internal audit function is adequately resourced and has appropriate standing within the Bank. Review quarterly Internal Audit progress against Plan for the period and review outstanding Agreed Actions and follow up. To develop a comprehensive internal control framework for the Bank and obtain assurances on the operating effectiveness of the Bank’s internal control framework. To establish management’s processes for the identification of significant fraud risks across the Bank and ensure that adequate prevention, detection and reporting mechanisms are in place. To work with the Internal Auditor to develop the Internal Audit Plan for the year annually and ensure that the internal audit function is adequately resourced to carry out the plan. To review the report of the Chief Compliance Officer as it relates to Anti-Money Laundering policies of the Bank and other other law enforcement issues. To review the report of the Chief Compliance Officer as it relates to Anti-Money Laundering policies of the Bank and other law enforcement issues. The Chief Inspector and the Chief Compliance Officer shall submit quarterly reports to the Committee, in addition to reporting to the Group Managing Director. The Chief Inspector and the Chief Compliance Officer shall also have unrestricted access to the Chairman of the Committee. To perform such other duties and responsibilities as the Board of Directors may assign from time to time. 7.5 Board governance, nominations and remuneration committee: The Committee is made up of five (5) Non Executive Directors and one of the Non-Executive Directors chairs the committee . The membership of the committee is as follows: Mr. Jeffrey Efeyini - (Chairman) Alhaji Baba Tela Prof. Chukuka Enwemeka Prof. Oyewusi Ibidapo Obe Mr. Gabriel Ukpeh Committee’s terms of reference         To determine a fair, reasonable and competitive compensation practice for executive officers and other key employees of the Bank which are consistent with the Bank’s objectives. Determining the amount and structure of compensation and benefits for Non-Executive Directors, Executive Directors and senior management of the Group; Ensuring the existence of an appropriate remuneration policy and philosophy for Executive Directors, Non-Executive Directors and staff of the Group; Review and recommendation for Board ratification, all terminal compensation arrangements for Directors and senior management; Recommendation of appropriate compensation for Non-Executive Directors for Board and Annual General Meeting consideration; Review and approval of any recommended compensation actions for the Company's Executive Committee members, including base salary, annual incentive bonus, long-term incentive awards, severance benefits, and perquisites; Review and continuous assessment of the size and composition of the Board and Board Committees, and recommend the appropriate Board structure, size, age, skills, competencies, composition, knowledge, experience and background in line with needs of the Group and diversity required to fully discharge the Board’s duties; Recommendation of membership criteria for the Group Board, Board Committees and subsidiary companies Boards. 13 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Corporate Governance Report for the Year Ended December 31, 2017         Identification at the request of the Board of specific individuals for nomination to the Group and subsidiary companies Boards and to make recommendations on the appointment and election of New Directors (including the Group MD) to the Board, in line with the Group’s approved Director Selection criteria; Review of the effectiveness of the process for the selection and removal of Directors and to make recommendations where appropriate; Ensuring that there is an approved training policy for Directors, and monitor compliance with the policy; Review and make recommendations on the Group’s succession plan for Directors and other senior management staff for the consideration of the Board; Regular monitoring of compliance with Group’s code of ethics and business conduct for Directors and staff; Review the Group’s organization structure and make recommendations to the Board for approval; Review and agreement at the beginning of the year, of the key performance indicators for the Group MD and Executive Directors; Ensure annual review or appraisal of the performance of the Board is conducted. This review/appraisal covers all aspects of the Board's structure, composition, responsibilities, individual competencies, Board operations, Board's role in strategy setting, oversight over corporate culture, monitoring role and evaluation of management performance and stewardship towards shareholders. 7.6 Audit committee of the Bank The committee is established in line with Section 359(6) of the Companies and Allied Matters Act, 1990. The committee’s membership consists of three (3) representatives of the shareholders elected at the Annual General Meeting (AGM) and three (3) non-executive Directors. The committee is chaired by a shareholder's representative. The committee meets every quarter, but could also meet at any other time, should the need arise. The Chief Inspector, the Chief Financial Officer, as well as the External Auditors are invited from time to time to make presentation to the Committee. All members of the committee are financially literate. The membership of the Committee is as follows: Shareholders' Representative Mrs. Adebimpe Balogun* (Chairman) Prof (Prince) L.F.O. Obika Mr. Michael Olusoji Ajayi Non-Executive Directors Alhaji Baba Tela Mr. Jeffrey Efeyini Mr. Gabriel Ukpeh * Appointed to the Committee with effect from March 22, 2017 Committee’s terms of reference  (a) (b) (c) To meet with the independent Auditors, Chief Financial Officer, internal Auditor and any other Bank executive both individually and/or together, as the Committee deems appropriate at such times as the Committee shall determine to discuss and review: the Bank's quarterly and audited annual financial statements, including any related notes, the Bank's specific disclosures and discussion under Management's Controls Report and the independent auditor's report, in advance of publication; the performance and results of the external and internal audits, including the independent auditor's management letter, and management's responses thereto; the effectiveness of the Bank's system of internal controls, including computerized information systems and security; any recommendations by the independent auditor and internal auditor regarding internal control issues and any actions taken in response thereto; and, the internal control certification and attestation required to be made in connection with the Bank's quarterly and annual financial reports; 14 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Corporate Governance Report for the Year Ended December 31, 2017 (d) such other matters in connection with overseeing the financial reporting process and the maintenance of internal controls as the committee shall deem appropriate. (e) To prepare the Committee's report for inclusion in the Bank's annual report; (f) To report to the entire Board at such times as the Committee shall determine. 7.7 Executive committee (EXCO) The EXCO comprises of the Group Managing Director, Deputy Managing Directors as well as all the Executive Directors. EXCO has the GMD/CEO as its Chairman. The Committee meets weekly (or such other times as business exigency may require) to deliberate and take policy decisions on the effective and efficient management of the bank. It also serves as a first review platform for issues to be discussed at the Board level. EXCO’s primary responsibility is to ensure the implementation of strategies approved by the Board, provide leadership to the Management team and ensure efficient deployment and management of the bank’s resources. Its Chairman is responsible for the day-to-day running and performance of the bank. 7.8 Other committees In addition to the afore-mentioned committees, the Bank has in place, other standing management committees. They include: (a) Management Committee (MANCO); (b) Assets and Liabilities Committee (ALCO); (c) Management Global Credit Committee (MGCC); (d) Risk Management Committee (RMC) (e) Information Technology (IT) Steering Committee (a) Management committee (MANCO) The Management Committee comprises the senior management of the Bank and has been established to identify, analyse, and make recommendations on risks arising from day-to-day activities. They also ensure that risk limits as contained in the Board and Regulatory policies are complied with. Members of the management committee make contributions to the respective Board Committees and also ensure that recommendations of the Board Committees are effectively and efficiently implemented. They meet weekly and as frequently as the need arises. (b) Assets and liabilities committee (ALCO) The ALCO is responsible for the management of a variety of risks arising from the Bank's business including market and liquidity risk management, loan to deposit ratio analysis, cost of funds analysis, establishing guidelines for pricing on deposit and credit facilities, exchange rate risks analysis, balance sheet structuring, regulatory considerations and monitoring of the status of implemented assets and liability strategies. The members of the Committee include the Managing Director, Executive Directors, the Treasurer, the Head of Financial Control, Group Head, Risk Management Group and a representative of the Assets and Liability Management Unit. A representative of the Asset and Liability Management Department serves as the secretary of this Committee. The Committee meets weekly and as frequently as the need arises. (c) Management global credit committee (MGCC) The Management Global Credit Committee is responsible for ensuring that the Bank complies with the credit policy guide as established by the Board. The Committee also makes contributions to the Board Credit Committee. The Committee can approve credit facilities to individual obligors not exceeding in aggregate a sum as pre-determined by the Board from time to time. The Committee is responsible for reviewing and approving extensions of credit, including one-obligor commitments that exceed an amount as may be determined by the Board. The Committee reviews the entire credit portfolio of the Bank and conducts periodic assessment of the quality of risk assets in the Bank. It also ensures that adequate monitoring of performance is carried out. The secretary of the committee is the Head of the Credit Administration Department. The Committee meets weekly or fortnightly depending on the number of credit applications to be considered. The members of the Committee include the Group Managing Director, the Executive Directors and all divisional and group heads. 15 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Corporate Governance Report for the Year Ended December 31, 2017 (d) Risk management committee (RMC) This Committee is responsible for regular analysis and consideration of risks other than credit risk in the Bank. It meets [at least once in a month or as the need arises] to review environmental and other risk issues and policies affecting the Bank and recommend steps to be taken. The Committee's approach is entirely risk based. The Committee makes contributions to the Board Risk and Audit Committee and also ensures that the Committee's decisions and policies are implemented. The members of the Committee include the Managing Director, two Executive Directors, the Chief Risk Officer and all divisional and group heads. (e) Information technology (IT) steering committee The Information Technology (IT) Steering Committee is responsible for amongst others, development of corporate information technology (IT) strategies and plans that ensure cost effective application and management of resources throughout the organization. Membership of the committee is as follows: The Group Managing Director/Chief Executive Officer; Two (2) Executive Directors; Head of Treasury; Head of Trade Services; Chief Inspector; Chief Risk Officer; Chief Compliance Officer Head of Infotech; 1 2 3 4 5 Marketing Groups Representatives; 6 7 8 9 10 Head of Infotech - Software; 11 Head of Infotech - Enginering; 12 Head of Card Services; 13 Group Head of Operations; 14 Group Head of IT Audit; 15 Head of e-Business; and 16 Head of Investigation. The committee meets monthly or as the need arises. 8. Policy on trade in the Bank's securities The Bank has in place a policy on trading on the Bank’s Securities by Directors and other key personnel of the Bank. This is to guide against situations where such personnel in possession of confidential and price sensitive information deal with bank’s securities in a manner that amounts to insider trading. 9. Relationship with shareholders Zenith Bank maintains an effective communication with its shareholders, which enables them understand our business, financial condition and operating performance and trends. Apart from our annual report and accounts, proxy statements and formal shareholders' meetings, we maintain a rich website (with suggestion boxes) that provide information on a wide range of issues for all stakeholders. Also, a quarterly publication of the Bank and group performance is made in line with the disclosure requirements of the Nigeria Stock Exchange. The Bank has an Investors Relations Unit which holds regular forum to brief all stakeholders on operations of the Bank. The Bank also, from time to time, holds briefing sessions with market operators (stockbrokers, dealers, institutional investors, issuing houses, stock analysts, mainly through investors conference) to update them with the state of business. These professionals, as advisers and purveyors of information, relate with and relay to the shareholders useful informtion about the Bank. The Bank also regularly briefs the regulatory authorities, and file statutory returns which are usually accessible to the shareholders. 16 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Corporate Governance Report for the Year Ended December 31, 2017 10. Directors remuneration policy The Bank's remuneration policy is structured taking into account the environment in which it operates and the results it achieves at the end of each financial year. It includes the following elements: Non-executive directors   Components of remuneration is annual fee and sitting allowances which are based on levels of responsibilities. Directors are also sponsored for training programmes that they require to enhance their duties to the Bank. Executive directors The remuneration policy for executive directors considers various elements, including the following:   Fixed remuneration, taking into account the level of responsibility, and ensuring this remuneration is competitive with remuneration paid for equivalent posts in banks of equivalent status both within and outside Nigeria. Variable annual remuneration linked to the Bank's performance. The amount of this remuneration is subject to achieving specific quantifiable targets, aligned directly with shareholders' interests. Details of the policy can be found on the Bank's website www.zenithbank.com. 11. Complaints management policy The Bank has put in place a complaints management policy framework to resolve complaints arising from issues covered under the Investments and Securities Act, 2007 (ISA). This can be found on the Bank's website. 12. Schedule of board and board committees meeting held during the year The table below shows the frequency of meetings of the Board of directors, board committees and members’ attendance at these meetings during the year under review. Directors Board Board credit committee Finance and general purpose committee Board governance, nomination and remuneration committee Board risk management committee Board audit and compliance committee Attendance/no of meetings Mr. Jim Ovia, CON Alhaji Baba Tela Mr. Jeffrey Efeyini Prof. Chukuka S.Enwemeka Prof. Oyewusi Ibidapo-Obe Mr.Gabriel Ukpeh Engr.Mustafa Bello Ms. Adaora Umeoji Mr. Ebenezer Onyeagwu Mr. Olusola Oladipo Mr. Ahmed Umar Shuaib Dr. Temitope Fasoranti Mr. Dennis Olisa Mr. Peter Amangbo Note: 5 5 5 5 5 5 5 * 5 5 3** 5 * * 5 4 N/A 4 4 4 N/A N/A N/A 4 3 *** 4 4 N/A 4 N/A 4 4 N/A 4 N/A N/A 2 4 4 N/A 4 4 4 4 4 N/A N/A N/A N/A N/A N/A * Appointed to the Board with effect from December 29, 2017 ** Retired from the Board effect from August 30, 2017 *** Appointed to the committee after reconstitution of the committees on March 22, 2017 N/A - Not Applicable (Not a Committee member) 4 N/A N/A 4 4 N/A 4 N/A N/A 4 N/A N/A 4 4 N/A 4 4 1 N/A 4 N/A N/A N/A N/A N/A N N/A 17 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Corporate Governance Report for the Year Ended December 31, 2017 Dates for Board and Board Committee meetings held in 2017 financial year: Board meetings 24-Jan-17 22-Mar-17 26-Jul-17 12-Sep-17 31-Oct-17 Board credit committee meeting 23-Jan-17 21-Mar-17 25-Jul-17 Finance and general purpose committee 23-Jan-17 21-Mar-17 25-Jul-17 Board risk management committee meeting 23-Jan-17 21-Mar-17 25-Jul-17 23-Jan-17 21-Mar-17 25-Jul-17 30-Oct-17 30-Oct-17 30-Oct-17 30-Oct-17 Board audit and compliance committee meeting Board governance, nomination and remuneration committee 23-Jan-17 21-Mar-17 25-Jul-17 30-Oct-17 Audit committee meeting 23-Jan-17 21-Mar-17 25-Jul-17 30-Oct-17 AUDIT COMMITTEE The table below shows the frequency of meetings of the audit committee and members’ attendance at these meetings during the year under review. Members Number of Meetings attended Mrs. Adebimpe Balogun (SR)* Prof. (Prince) L.F.O Obika (SR) Mr. Michael Olusoji Ajayi (SR) Alhaji Baba Tela (NED) Mr. Jeffrey Efeyini (NED) Mr. Gabriel Ukpeh (NED) Mrs. Uche Erobu (SR)** SR - Shareholders representive 3 4 4 4 4 4 1 * Elected to the committee with effect from March 21, 2017 ** Deceased - Replaced with effect from March 22, 2017 18 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Corporate Governance Report for the Year Ended December 31, 2017 Analysis of Fraud and Forgeries Returns December 31, 2017 December 31, 2016 Nature of Fraud No. % Loss Actual Loss to the Bank (N) No. % Loss Actual Loss to ATM/Electronic fraud Staff Perpetrate Impersonation Stolen/Forged Instrument Internet Banking Others Total 39 19 166 34 1 20 279 - 34 37 25 - 4 100 Jan-Dec 2017 - 11,689,602 12,789,868 8,644,515 - 1,624,830 34,748,815 18 4 1 27 151 29 230 - 86 - - 14 - 100 the Bank (N) Jan - Dec 2016 - 7,740,002 - - 1,300,000 - 9,040,002 19 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Consolidated and Separate Statements of Profit or Loss and other Comprehensive Income for the Year Ended December 31, 2017 In millions of Naira Group Bank Note(s) 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 Gross earnings 745,189 507,997 673,636 454,808 Interest and similar income Interest and similar expense Net interest income Impairment loss on financial assets Net interest income after impairment loss on financial assets Fee and commission income Trading gains Other operating income Depreciation of property and equipment Amortisation of intangible assets Personnel expenses Operating expenses Profit before tax Minimum tax Income tax expense Profit for the year after tax Other comprehensive income: 6 7 8 9 11 10 25 26 36 12 474,628 (216,637) 257,991 (98,227) 159,764 90,143 157,974 22,444 (12,428) (1,631) (64,459) (148,346) 384,557 (144,378) 240,179 (32,350) 207,829 68,444 28,398 26,598 (9,679) (1,435) (59,326) (104,081) 203,461 156,748 420,210 (200,672) 219,538 (95,244) 124,294 72,846 157,974 22,606 (11,059) (1,431) (55,672) (135,995) 173,563 343,556 (131,910) 211,646 (26,295) 185,351 55,619 28,398 27,235 (8,664) (1,375) (52,519) (94,118) 139,927 13a 13a (4,350) (21,178) - (27,096) (4,350) (12,068) - (20,642) 177,933 129,652 157,145 119,285 Items that will never be reclassified to profit or loss: Fair value movements on equity instruments Items that are or may be reclassified to profit or loss: Foreign currency translation differences for foreign operations Other comprehensive income/(loss) for the year 21(b) (2,551) 6,636 (2,551) 6,636 5,233 2,682 30,338 36,974 - - (2,551) 6,636 Total comprehensive income for the year 180,615 166,626 154,594 125,921 Profit attributable to: Equity holders of the parent Non controlling interest Total comprehensive income attributable to: Equity holders of the parent Non-controlling interest Earnings per share Basic and diluted (kobo) 177,614 319 129,434 218 157,145 - 119,285 - 180,281 334 166,236 390 154,594 - 125,921 - 14 566 412 501 380 The accompanying notes are an integral part of these consolidated and separate financial statements. 28 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Consolidated and Separate Statements of Changes in Equity as at December 31, 2017 In millions of Naira Group In millions of Naira Attributable to equity holders of the Parent Share capital Share premium Foreign currency translation reserve Fair value reserve Statutory reserve SMIEIS reserve Credit risk reserve Retained earnings Total Non- controlling interest Total equity At January 1, 2016 15,698 255,047 (1,701) 4,314 93,093 3,729 23,465 200,115 593,760 Profit for the year Foreign currency translation differences Fair value movements on equity instruments Total comprehensive income for the year Transfer between reserves Transactions with owners of the Parent Dividends - - - - - - - - - - - - - 30,166 - - - 6,636 30,166 6,636 - - - - - - - - 19,021 - - - - - - - Profit for the year Foreign currency translation differences Fair value movements on equity instruments Total comprehensive income for the year Transfer between reserves Transactions with owners of the Parent Dividends - - - - - - - - - - - - - 5,218 - - - (2,551) 5,218 (2,551) - - - - - - - - 23,572 - - - - - - - - - - - - - - - 129,434 - 129,434 30,166 - 6,636 593 218 172 - 594,353 129,652 30,338 6,636 129,434 166,236 390 166,626 (12,994) (6,027) - - (56,514) (56,514) - - - (56,514) 177,614 - 177,614 5,218 983 319 15 704,465 177,933 5,233 - (2,551) - (2,551) 177,614 180,281 334 180,615 (8,129) (15,443) - - (63,422) (63,422) - - - (63,422) At December 31, 2016 15,698 255,047 28,465 10,950 112,114 3,729 10,471 267,008 703,482 983 704,465 At January 1, 2017 15,698 255,047 28,465 10,950 112,114 3,729 10,471 267,008 703,482 At December 31, 2017 15,698 255,047 33,683 8,399 135,686 3,729 2,342 365,757 820,341 1,317 821,658 30 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Bank In millions of Naira Share capital Share premium Fair value reserve Statutory reserve SMIEIS/AGS MEIS reserv e Credit risk reserve Retained earnings Total equity 86,400 3,729 21,350 160,408 546,946 Balance at January 1, 2016 15,698 255,047 Profit for the year Fair value movements on equity instruments Total comprehensive income for the year Transfer between reserves Dividend - - - - - - - - - - 4,314 - 6,636 6,636 - - - - - 17,893 - - - - - - - - - 119,285 - 119,285 6,636 119,285 125,921 (13,221) - (4,672) (56,514) - (56,514) At December 31, 2016 15,698 255,047 10,950 104,293 3,729 8,129 218,507 616,353 At 1 January, 2017 15,698 255,047 10,950 104,293 3,729 8,129 218,507 616,353 Profit for the year year Fair value movements on equity instruments Total comprehensive income for the year Transfer between reserves Dividends - - - - - - - - - - - (2,551) (2,551) - - - - - 23,572 - - - - - - - - - 157,145 - 157,145 (2,551) 157,145 154,594 (8,129) - (15,443) (63,422) - (63,422) Balance at December 31, 2017 15,698 255,047 8,399 127,865 3,729 - 296,787 707,525 The accompanying notes are an integral part of these consolidated and separate financial statements. 31 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Consolidated and Separate Statement of Cash Flows for the Year Ended December 31, 2017 Group Bank Note(s) 2017 2016 2017 2016 In millions of Naira Cash flows from operating activities Profit after tax for the year 177,933 129,652 157,145 119,285 Adjustments for: Impairment loss/(reversal) On overdrafts On term loans On on-lending On leases On other assets On investment in associates Fair value changes in trading bond Fair value changes in treasury bills Depreciation of property and equipment Amortisation of intangible assets Dividend income Foreign exchange loss on debt securities issued Interest income Interest expense Profit on sale of property and equipment Tax expenses Changes in operating assets and liabilities: Net decrease/(increase) in loans and advances Net increase in other assets Net decrease/(increase) in treasury bills with maturities greater than three months Net increase in treasury bills (FVTPL) Net increase in assets pledged as collateral Net (increase)/decrease in investment securities Net (increase) in restricted balances (cash reserves) Net decrease in customer deposits Net decrease/(increase) in other liabilities Net increase/(decrease) in derivative assets Net {decrease)/increase in derivative liabilities Interest received Dividend received Interest paid Tax paid VAT paid 8 8 8 8 8 8 44(i) 44(iii) 25 26 10 31 6 7 10 13 44(iv) 44(xi) 44(ii) 44(iii) 17 44(i) 15 44(v) 44(vi) 19 32 44 (ix) 10 44 (x) 13(b) 44(vi) 31,305 65,905 925 69 23 - - - 12,428 1,631 (900) 6,064 (474,628) 216,637 (57) 25,528 13,786 19,099 (1,336) (13) 284 530 328 - 9,679 1,435 (349) 53,256 (384,557) 144,378 (236) 27,096 30,748 63,502 925 69 - - - - 11,059 1,431 (4,500) 6,064 (420,210) 200,672 (22) 16,418 12,811 14,465 (1,336) (13) 278 90 328 - 8,664 1,375 (3,949) 53,256 (343,556) 131,910 (172) 20,642 62,863 13,032 63,301 14,078 94,906 (54,981) 76,739 (473,275) (139,667) (132,704) (118,930) 454,294 22,566 25,641 (46,029) (228,577) 474,628 900 (216,637) (28,522) (2,235) (298,548) (15,046) (111,193) (20,683) (63,292) 18,337 (124,630) 420,498 4,047 (74,379) 66,450 (185,407) 345,410 349 (139,139) (22,444) (429) 62,424 (20,642) 24,495 (473,275) (142,435) (1,375) (119,078) 191,562 (22,132) 25,641 (46,029) (457,543) 420,210 4,500 (200,672) (20,431) (1,814) (283,807) (14,015) (63,608) (20,683) (61,255) 38,410 (124,563) 215,326 31,312 (74,379) 66,450 (276,734) 312,529 3,949 (127,290) (17,159) (212) Net cash flows used in operations (443) (1,660) (255,750) (104,917) 32 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Consolidated and Separate Statement of Cash Flows for the Year Ended December 31, 2017 Group Bank 2017 2016 2017 2016 Cash flows from investing activities Purchase of property and equipment Proceeds from sale of property and equipment Purchase of intangible assets Proceeds from sale of equity securities Purchase of equity securities 25 44(vii) 26 44(viii) (41,883) 241 (6,694) - (1,000) (27,421) 603 (2,417) 681 - (38,180) 206 (6,288) - (1,000) (22,737) 360 (2,066) - - Net cash used in investing activities (49,336) (28,554) (45,262) (24,443) Cash flows from financing activities Proceeds from debt securities Borrowed funds Inflow from long term borrowing Repayment of long term borrowing Net inflow from On-lending facilities Repayment of debt securities issued Finance lease payments Dividends paid to shareholders 152,239 - 152,239 - 30 30 29 31 39 102,373 (8,983) 32,377 21,164 (370) (63,422) 82,017 (77,773) 63,776 390 - (56,514) 193,088 (66,911) 32,377 21,164 (370) (63,422) 104,043 (79,352) 63,776 390 - (56,514) Net cash generated from financing activities 235,378 11,896 268,165 32,343 Net decrease/(increase) in cash and cash equivalents 185,599 (18,318) (32,847) (97,017) Analysis of changes in cash and cash equivalents : Cash and cash equivalent at the beginning of the year Increase/(decrease) in cash and cash equivalents Effect of exchange rate movement on cash balances 727,399 185,599 3,344 709,714 (18,318) 36,003 566,358 (32,847) - 663,375 (97,017) - Cash and cash equivalents at the end of the year 40 916,342 727,399 533,511 566,358 The accompanying notes are an integral part of these consolidated and separate financial statements. 33 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 1 General information Zenith Bank Plc (the "Bank") was incorporated in Nigeria under the Companies and Allied Matters Act as a private limited liability company on May 30, 1990. It was granted a banking licence in June 1990, to carry on the business of commercial banking and commenced business on June 16, 1990. The Bank was converted into a Public Limited Liability Company on May 20, 2004. The Bank’s shares were listed on October 21, 2004 on the Nigerian Stock Exchange. In August 2015, the Bank was admitted into the Premium Board of the Nigerian Stock Exchange. The principal activity of the Bank is the provision of banking and other financial services to corporate and individual customers. Such services include granting of loans and advances, corporate finance and money market activities. The Bank has six subsidiary companies namely, Zenith Bank (Ghana) Limited, Zenith Pensions Custodian Limited, Zenith Bank (UK) Limited, Zenith Bank (Sierra Leone) Limited, Zenith Bank (Gambia) Limited and Zenith Nominee. The Bank also has representative offices in South Africa and China in addition to operating a branch of Zenith Bank (UK) Limited in the United Arab Emirates. The consolidated financial statements for the year ended December 31, 2017 comprise the Bank and its subsidiaries (together referred to as "the Group" and individually as "Group entities") and the Group's interest in associates. The separate financial statements comprise the Bank. The consolidated and separate financial statements for the year ended December 31, 2017 were approved for issue by the Board of Directors on January 22, 2018. The Group does not have any unconsolidated structured entity. 2.0 (a) Changes in accounting policies Except as noted below, the Group has consistently applied the accounting policies as set out in Note 2(b) to all periods presented in these consolidated and separate financial statements. The Group has adopted the following new standards and amendments including any consequential amendments to other standards with initial date of application of January 1, 2017. (i) Recognition of Deferred Tax Assets for Unrealised Losses (Amendments to IAS 12) The amendments provide guidance on the existence of deductible differences, which depend solely on a comparison of the carrying amount of the asset and its tax base at the end of the reporting period, and is not affected by possible future changes in the carrying amount or expected recovery of the asset. The amendment also provide additional guidance on the methods used to calculate future taxable profit to establish whether the deferred tax asset can be recognised. Guidance is provided where an entity may assume that it will recover an asset for more than its carrying amount, provided that there is sufficient evidence that it is probable that the entity will achieve this. Guidance is provided for deductible temporary differences related to unrealized losses are not assessed separately for recognition. These are assessed on combined basis, unless a tax law restricts the use of losses to deduction against income of a specific type. The adoption of these amendments did not have any material impact on the Group’s financial statements. ii. Disclosure Initiative (Amendments to IAS 7). The amendments provide for disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flow and non-cash changes. This includes providing a reconciliation between the opening and closing balances arising from the financing activities. (b) Significant accounting policies Except as noted in Note 2(a), the Group has consistently applied the following accounting policies to all periods presented in these consolidated and separate financial statements, unless otherwise stated. 34 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.1 Basis of preparation (a). Statement of compliance The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standard Board (IASB) and in the manner required by the Companies and Allied Matters Act of Nigeria, the Financial Reporting Council of Nigeria Act, the Banks and other Financial Institutions Act of Nigeria, and relevant Central Bank of Nigeria circulars. (b). Basis of measurement The financial statements have been prepared under the historical cost convention as modified by the measurement of certain financial assets and financial liabilities held at fair value with the exception of the following:      Assets and liabilities held at fair value are measured at fair value; Assets and liabilities held at amortised cost are measured at amortised cost; Loans and Receivables are measured at amortised cost; Derivative financial instruments which are measured at fair value; and Non-derivative financial instruments, carried at fair value through profit or loss, are measured at fair value. (c) Use of estimates and judgements The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated and separate financial statements are disclosed in Note 4. 2.2 New standards, interpretations and amendments to existing standards that are not yet effective (i) Adoption of IFRS 9 Financial Instruments In July 2014, the IASB issued IFRS 9 Financial Instruments (IFRS 9), which addresses impairment, classification, measurement and hedge accounting. IFRS 9 is effective for the Group for the financial year beginning 1 January 2018. Guidance relating to the adoption of IFRS 9 has been provided by the Central Bank of Nigeria (CBN) in its Guidance Note to Banks and Discount Houses on the Implementation of IFRS 9 Financial Instruments in Nigeria (CBN Guideline). The CBN Guideline was considered in our determination of the allowance for credit losses. Based on 31 December 2017 data and current implementation status, the Group estimate that the adoption of IFRS 9 will lead to a decrease in shareholders’ equity of approximately N42.16 billion (Bank N34.79 billion) before tax driven by the impairment requirements of IFRS 9. The above assessment is preliminary because not all transition work has been finalized. The actual impact of adoption of IFRS 9 on 1 January 2018 may change because: - IFRS 9 will require the Group to revise its accounting processes and internal controls and these changes are not yet complete; - although parallel runs were carried out in the last quarter of 2017, the new systems and associated controls in place have not been operational for a more extended period; - the Group is refining and finalizing its models for expected credit loss (ECL) calculations; and - the new accounting policies, assumptions, judgements and estimation techniques employed are subject to change until the Group finalizes its first financial statements that include the date of initial application. Classification and Measurement of Financial Assets and Liabilities 35 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 The new standard requires that we classify debt instruments based on our business model for managing the assets and the contractual cash flow characteristics of those assets. The business model test determines the classification based on the business purpose for holding the asset. Debt instruments will be measured at fair value through profit and loss unless certain conditions are met that permit measurement at fair value through other comprehensive income (FVOCI) or amortized cost. Debt instruments that have contractual cash flows representing only payments of principal and interest will be eligible for classification as FVOCI or amortized cost. Gains and losses recorded in other comprehensive income for debt instruments will be recognized in profit or loss only on disposal. Equity instruments would be measured at fair value through profit or loss unless we elect to measure them at FVOCI. Future unrealized gains and losses on fair value through profit or loss equity instruments will be recorded in income. Currently, the unrealized gains and losses are recognized in other comprehensive income for available-for-sale equity instruments. For equity instruments we elect to record at FVOCI, gains and losses would never be recognized in income. The classification and measurement requirements of financial assets and liabilities of IFRS 9 issued in 2014 are the same as IFRS 9 issued in 2009. The Group early adopted IFRS 9 issued in 2009 which already incorporated these classification and measurement requirements in the financial year beginning on 1 January 2009. Therefore, the Group does not expect to have any changes to its classification and measurement of financial instruments upon adoption of IFRS 9 issued in 2014. Impairment of Financial Assets, Loan Commitments and Financial Guarantee Contracts IFRS 9 introduces a new expected credit loss (ECL) impairment framework for all financial assets and certain off-balance sheet loan commitments and guarantees. The new ECL framework will result in an allowance for expected credit losses being recorded on financial assets regardless of whether there has been an actual loss event. This differs from the current approach where the allowance recorded on performing loans is designed to capture only losses that have been incurred, whether or not they have been specifically identified. The new impairment model applies to the following financial instruments that are not measured at fair value through profit or loss: - financial assets that are debt instruments; - lease receivables; and - loan commitments and financial guarantee contracts issued Under IFRS 9, no impairment loss is recognized on equity investments. IFRS 9 Impairment model uses a three stage approach based on the extent of credit deterioration since origination: Stage 1 – 12-month ECL applies to all financial assets that have not experienced a significant increase in credit risk (SIR) since origination and are not credit impaired. The ECL will be computed using a 12-month PD that represents the probability of default occurring over the next 12 months. For those assets with a remaining maturity of less than 12 months, a PD is used that corresponds to remaining maturity. This Stage 1 approach is different from the current approach which estimates a collective allowance to recognize losses that have been incurred but not reported on performing loans. Stage 2 – When a financial asset experiences a SIR subsequent to origination but is not credit impaired, it is considered to be in Stage 2. This requires the computation of ECL based on lifetime PD that represents the probability of default occurring over the remaining estimated life of the financial asset. Provisions are higher in this stage because of an increase in risk and the impact of a longer time horizon being considered compared to 12 months in Stage 1. Stage 3 – Financial assets that have an objective evidence of impairment will be included in this stage. Similar to Stage 2, the allowance for credit losses will continue to capture the lifetime expected credit losses. The impairment requirements of IFRS 9 are complex and require management judgments, estimates and assumptions, particularly in the areas of assessing whether the credit risk of an instrument has increased significantly since initial recognition and incorporating forward-looking information into the measurement of ECLs. Definition of default Under IFRS 9, the Group will consider a financial asset to be in default when: - the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realizing collaterals (if any is held); or 36 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 - the borrower is more than 90 days past due on any material credit obligation to the Group. Overdrafts are considered past dues once the customer has breached an advised limit or been advised of a limit that is smaller than the current amount outstanding. This definition is largely consistent with the definition that is used for regulatory purposes. Significant increase in credit risk Under IFRS 9, when determining whether the credit risk (i.e., risk of default) on a financial instrument has increased significantly since initial recognition, the Group will consider reasonable and supportable information that is relevant and available without undue cost or effort, including both quantitative and qualitative information and analysis based on the Group’s historical experience, expert credit assessment and forward-looking information. The Group will primarily identify whether a significant increase in credit risk has occurred for an exposure by comparing: - the remaining lifetime probability of default (PD) as at the reporting date; with - the remaining lifetime PD for this point in time that was estimated on initial recognition of the exposure. Forward-looking information IFRS 9 requires an unbiased and probability weighted estimate of credit losses by evaluating a range of possible outcomes that incorporates forecasts of future economic conditions. Macroeconomic factors and FLI are required to be incorporated into the measurement of ECL as well as the determination of whether there has been a significant increase in credit risk since origination. Measurement of ECLs at each reporting period should reflect reasonable and supportable information at the reporting date about past events, current conditions and forecasts of future economic conditions. Hedge Accounting IFRS 9 introduces a new hedge accounting model that expands the scope of hedged items and risks eligible for hedge accounting and aligns hedge accounting more closely with risk management. The new model no longer specifies quantitative measures for effectiveness testing and does not permit hedge de-designation. The Group does not apply hedge accounting and therefore does not expect any changes to the financial statements in respect of the new requirements on hedge accounting. Disclosures IFRS 9 will require extensive new disclosures, in particular about credit risk and ECLs. Transition impact The Bank will record an adjustment to its opening 1 January 2018 retained earnings to reflect the application of the new requirements at the adoption date and will not restate comparative periods. The Group estimates the IFRS 9 transition amount will reduce shareholders’ equity of approximately N42.16 billion (Bank N34.79 billion) before tax and Tier 1 capital ratio by approximately 200 basis points as at 1 January 2018. The estimated impact relates primarily to the implementation of the ECL requirements. The Bank continues to revise, refine and validate the impairment models and related process controls. Impacts on Governance and Controls The bank has applied its existing governance framework to ensure that appropriate controls and validations are in place over key processes and judgments to determine the ECL. As part of the implementation, we are in the process of refining existing internal controls and implementing new controls where required in areas that are impacted by IFRS 9, including controls over the development and probability weighting of macroeconomic scenarios, credit risk data and systems, and the determination of a significant increase in credit risk. Impacts on Capital Planning IFRS 9 will impact our reported capital as a result of the adjustment recorded in shareholders’ equity on adoption of the standard; this impact is not expected to be significant. During 2017, the Basel Committee on Banking Supervision (BCBS) released its standard on Regulatory treatment of accounting provisions – interim approach and transitional arrangements. The BCBS clarified it will retain its current treatment of provisions under both Standardized Approach and Advanced Internal Ratings Based frameworks at this time. Further, the BCBS allows local jurisdictions the option to choose whether to apply a transitional arrangement for the impact of IFRS 9 on regulatory capital. The Bank’s regulator, CBN, has not established a transitional arrangement for regulatory capital purposes. 37 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 (ii) IFRS 15: Revenue from contracts with customers On May 28, 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers, which replaces the previous revenue standard IAS 18 Revenue, and the related Interpretations on revenue recognition. The standard is a control-based model as compared to the existing revenue standard which is primarily focused on risks and rewards and provides a single principle based framework to be applied to all contracts with customers that are in scope of the standard. Under the new standard revenue is recognized when a customer obtains control of a good or service. Transfer of control occurs when the customer has the ability to direct the use of and obtain the benefits of the good or service. The standard introduces a new five step model to recognize revenue as performance obligations in a contract are satisfied. The standard scopes out contracts that are considered to be lease contracts, insurance contracts and financial instruments, and as such will impact the businesses that earn fee and commission revenue. On April 12, 2016, the IASB issued amendments to IFRS 15 Revenue from Contracts with Customers. The amendments provide additional clarification on the identification of a performance obligation in a contract, determining the principal and agent in an agreement, and determining whether licensing revenues should be recognized at a point in time or over a specific period. The amendments also provide additional practical expedients that can be used on transition to the standard. The Group will adopt the standard and its amendments in the financial year beginning on 1 January, 2018 and plans to use the modified retrospective approach. Under this approach, the Group will recognize the cumulative effect of initially applying the standard as an adjustment to the opening balances of retained earnings as of 1 January, 2018, without restating comparative periods. Additional disclosures will be required in order to explain any significant changes between reported results and results had the previous revenue standard been applied. The standard does not apply to revenue associated with financial instruments, and therefore, will not impact the majority of the Group’s revenue, including interest income, trading revenue and securities gains which are covered under IFRS 9 Financial Instruments. The implementation of the standard is being led by the Financial control and strategic Planning department in coordination with the business segments. The areas of focus for the Group’s assessment of impact are fees and commissions. The Group has been working to identify and review the customer contracts within the scope of the new standard. While the assessment is not complete, the timing of the Group’s revenue recognition of fees and commissions within the scope of this standard is not expected to materially change. The Group is also evaluating the additional disclosures that may be relevant and required. (iii) IFRS 16: Leases This standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, i.e the customer ('lessee') and the supplier ('lessor'). IFRS 16 eliminates the classification of leases as required by IAS 17 and introduces a single lease accounting model. Applying that model, a lessee is required to recognise:   assets and liabilities for leases with a term of more than 12 months, unless the underlying assets is of low value; depreciation of lease assets seperately from interest on lease liabilities in profit or loss For the lessor, IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases or finance leases, and to account for these two types of leasers differently. The Group is currently in the process of assessing the impact that the initial application would have on its business and will adopt the standard for the annual period commencing January 1, 2019. (iv) IFRIC 22: Foreign currency transactions and advance consideration The amendments clarifies the transaction date to be used in determining the exchange rate for translation of foreign currency transactions involving an advance payment or receipt. The amendments clarifies that the transaction date is the date on which the Group initially recognises the prepayment or deferred income arising from the advance consideration. For transactions involving multiple payments or receipts, each payment or receipt gives rise to a separate transaction date. The interpretation applies when the Group: • pays or receives consideration in a foreign currency; and • related item. recognises a non-monetary asset or liability – eg. non-refundable advance consideration – before recognising the 38 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 The Group will adopt the amendments for the year ending 31 December 2018. (v) IFRIC 23: Uncertainty over income tax treatments These amendments provide clarity on the accounting for income tax treatments that have yet to be accepted by the tax authorities. The amendments clarifies that the key test for determining the amounts to be recognised in the financial statements is whether it is probable that the tax authority will accept the chosen tax treatment; this could result in an increase in the tax liability or a recognition of an asset depending on the current practice of the Group. The Group will adopt the amendments for the year ending 31 December 2019. 2.3 Basis of Consolidation (a) Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity if it is exposed to, or has the rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The Group reassesses whether it has control if there are changes to one or more elements of control. This includes circumstances in which protective rights held become substantive and lead to the Group having control over an investee. The financial statements of subsidiaries are consolidated from the date the Group acquires control, up to the date that such effective control ceases. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions (transactions with owners). When the proportion of the equity held by Non Controlling Interests (NCIs) changes, the carrying amounts of the controlling and NCIs are adjusted to reflect the changes in their relative interests in the Subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the Group. Inter-company transactions, balances and unrealised gains on transactions between companies within the Group are eliminated on consolidation. Unrealised losses are also eliminated in the same manner as unrealised gains, but only to the extent that there is no evidence of impairment. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. In the separate financial statements, investments in subsidiaries are measured at cost. (b) Loss of Control On loss of control, the Group derecognises the assets and liabilities of the subsidiary, any related non-controlling interests and the other components of equity relating to a subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently, that retained interest is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained. (c) Associates Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group's investment in associates includes goodwill identified on acquisition, net of any accumulated impairment loss. The Group's share of its associates' post-acquisition profits or losses is recognised in profit or loss, and its share of post- acquisition movements in reserves are recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. Dilution gains and losses arising in investments in associates are recognised in profit or loss. 39 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.3 Basis of Consolidation (continued) (d) Non-controlling interests Non-controlling interests are measured at their proportionate share of the acquiree's identifiable net assets at the acquisition date. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. 2.4 Translation of foreign currencies Foreign currency transactions and balances (a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (functional currency). The parent entity’s functional currency (Nigerian Naira) is adopted as the presentation currency for the consolidated financial statements. Except as otherwise indicated, financial information presented in Naira has been rounded to the nearest million. (b) Group companies The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) (ii) assets and liabilities for statement of financial position presented are translated at the closing rate at the reporting date; income and expenses for each statement of profit or loss and other comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and (iii) all resulting exchange differences are recognised in other comprehensive income and presented within equity as foreign currency translation reserves. On the disposal of a foreign operation, the Group recognises in profit or loss the cumulative amount of exchange differences relating to that foreign operation. When a subsidiary that includes a foreign operation is partially disposed of or sold, the Group re-attributes the proportionate share of the cumulative amount of the exchange differences recognised in other comprehensive income to the non-controlling interests in that foreign operation. In the case of any other partial disposal of a foreign operation, the Group reclassifies to profit or loss only the proportionate share of the cumulative amount of exchange differences recognised in other comprehensive income. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate at the reporting date. (c) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies that are measured at historical cost are translated to the functional currency using the exchange rate at the transaction date, and those measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined and are recognised in the profit or loss. Exchange differences on non-monetary assets are accounted for based on the classification of the underlying items. Translation differences on equities measured at fair value through other comprehensive income are included in other comprehensive income and transferred to the fair value reserve in equity. 40 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.4 Translation of foreign currencies (continued) Foreign currency gains and losses on intra-group loans are recognised in profit or loss unless settlement of the loan is neither planned nor likely to occur in the foreseeable future, in which case the foreign currency gains and losses are initially recognised in the foreign currency translation reserve in the consolidated financial statements. Those gains and losses are recognised in profit or loss at the earlier of settling the loan or at the time at which the foreign operation is disposed. 2.5 Cash and cash equivalents For the purposes of the statement of cash flow, cash and cash equivalents comprise balances with original maturities of three (3) months or less than three months from the date of acquisition that are subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments. They include cash and non- restricted balances with central banks, treasury bills and other eligible bills, amounts due from other banks and short-term government securities. 2.6 Financial instruments (a) Initial recognition and measurement Financial instruments are recognised initially when the Group becomes a party to the contractual provisions of the instruments. Financial instruments carried at fair value through profit or loss are initially recognised at fair value with transaction costs, which are directly attributable to the acquisition or issue of the financial instruments, being recognised immediately through profit or loss. Financial instruments that are not carried at fair value through profit or loss are initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issue of the financial instruments. Financial instruments are recognised or de-recognised on the date the Group commits to purchase or sell the instruments (trade day accounting). (b) Subsequent measurement Subsequent to initial measurement, financial instruments are measured either at amortised cost or fair value depending on their classification category. (c) Classification (i) Financial assets Subsequent to initial recognition, all financial assets within the Group are measured at:    amortised cost; fair value through other comprehensive income (FVOCI); or fair value through profit or loss (FVTPL) The Group's financial assets are subsequently measured at amortised cost if they meet both of the following criteria:   'Hold to collect' business model test - The asset is held within a business model whose objective is to hold the financial asset in other to collect contractual cash flows; and 'SPPI' contractual cash flow characteristics test - The contractual terms of the financial asset give rise to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding on a specified date. Interest in this context is the consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time. Debt instruments are measured at fair value through other comprehensive income (FVOCI) by the Group if they meet both of the following criteria: 41 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.6 Financial instruments (continued)   'Hold to collect and sell' business model test: The asset is held within a business model whose objective is achieved by both holding the financial asset in order to collect contractual cash flows and selling the financial asset; and 'SPPI' contractual cash flow characteristics test: The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. All other financial assets (equity investments) are measured at fair value. Financial asset is classified and measured at fair value through profit or loss (FVTPL) by the Group if the financial asset is:    A debt instrument that does not qualify to be measured at amortised cost or FVOCI; An equity investment which the Group has not elected to classify as at FVOCI; A financial asset where the Group has elected to measure the asset at FVTPL under the fair value option. (ii) Financial liabilities Financial liabilities are either classified by the Group as:   Financial liabilities at amortised cost; or Financial liabilities as at fair value through profit or loss (FVTPL). Financial liabilities are measured at amortised cost by the Group unless either:   The financial liability is held for trading and is therefore required to be measured at FVTPL, or The Group elects to measure the financial liability at FVTPL (using the fair value option). (iii) Financial guarantees contracts A financial guarantee contract is a contract that requires the Group (issuer) to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument. Financial guarantee liabilities are initially recognised at fair value, which is generally equal to the premium received, and then amortised over the life of the financial guarantee. Subsequent to initial recognition, the financial guarantee liability is measured at the higher of the present value of any expected payment, when a payment under the guarantee has become probable, and the unamortised premium. The Group conducts business involving commitments to customers. The majority of these facilities are set-off by corresponding obligations of third parties. Contingent liabilities and commitments comprise usance lines and letters of credit. Usance and letters of credit are agreements to lend to a customer in the future subject to certain conditions. An acceptance is an undertaking by a bank to pay a bill of exchange drawn on a customer. Letters of credit are given as security to support the performance of a customer to third parties. As the Group will only be required to meet these obligations in the event of the Customer’s default, the cash requirements of these instruments are expected to be considerably below their nominal amounts. Contingent liabilities and commitments are initially recognized at fair value which is also generally equal to the fees received and amortized over the life of the commitment. The carrying amount of contingent liabilities are subsequently measured at the higher of the present value of any expected payment when a payment under the contingent liability has become probable and the unamortised fee. 42 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.6 Financial instruments (continued) (d) Derecognition (i) Financial assets Financial assets are de-recognised when the contractual rights to receive the cash flows from the assets have expired or the Group has transferred the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial assets are transferred or which the Group neither retains substantially all the risks and rewards of ownership and it does not retain control of the financial assets. Any interest in transferred financial asset that qualifies for de- recognition that is created or retained by the Group is recognised as a separate asset or liability in the statement of financial position. On de-recognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset transferred), and consideration received (including any new asset obtained less any new liability assumed) is recognised in profit or loss. The Group sometimes enters into transactions whereby it transfers assets recognised in the statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets or a portion of them. If all or substantially all risks and rewards are retained, then the transferred assets are not de-recognised. Examples of transfers of assets with retention of all or substantially all risks and rewards include, securities lending and repurchase transactions. In transactions in which the Group neither retains nor transfers substantially all the risks and rewards of ownership of a financial asset and it retains control over the asset, the Group continues to recognise the asset to the extent of its continuing involvement, determined by the extent to which it is exposed to changes in the value of the transferred asset. (ii) Financial liabilities The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. 43 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.6 Financial instruments (continued) (e) Amortised cost measurement The amortised cost of a financial asset or liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest rate method of any difference between the initial amount recognised and the maturity amount, minus any reduction for impairment. (f) Fair value measurement ‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk. The best evidence of the fair value of a financial instrument at initial recognition is the transaction price – i.e. the fair value of the consideration given or received. However, in some cases the initial estimate of fair value of a financial instrument on initial recognition may be different from its transaction price. If this estimated fair value is evidenced by comparison with other observable current market transactions in the same instrument (without modification or repackaging) or based on a valuation technique whose variables include only data from observable markets, then the difference is recognised in profit or loss on initial recognition of the instrument. In other cases, the fair value at initial recognition is considered to be the transaction price and the difference is not recognised in profit or loss immediately but is recognised over the life of the instrument on an appropriate basis or when the instrument is redeemed, transferred or sold, or the fair value becomes observable. If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid price and liabilities and short positions at an ask price. Where the Bank has positions with offsetting risks, mid market prices are used to measure the offsetting risk positions and a bid or ask price adjustment is applied only to the net open position as appropriate. The fair value of a demand deposit is not less than the amount payable on demand, discounted from the first date on which the amount could be required to be paid. The Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred. Subsequent to initial recognition, the fair value of a financial instrument is based on quoted market prices or dealer price quotation for financial instruments. If a market for a financial instrument is not active, then the Group establishes fair value using a valuation technique. Valuation techniques include using recent arm's length transactions between knowledgeable, willing parties (if available), reference to the current fair value of other instruments that are substantially the same, discounted cash flow analyses and option pricing models. The chosen valuation technique makes maximum use of market inputs, relies as little as possible on estimates specific to the Group, incorporates all factors that market participants would consider in setting a price, and is consistent with accepted economic methodologies for pricing financial instruments. Inputs into valuation techniques reasonably represent market expectations and measures of the risk-return factors inherent in the financial instrument. See note 3.5 on fair valuation methods and assumptions. (g) Assets pledged as collateral Financial assets transferred to external parties and which do not qualify for de-recognition are reclassified in the statement of financial position from treasury bills and investment securities to assets pledged as collateral, if the transferee has received the right to sell or re-pledge them in the event of default from agreed terms. Assets pledged as collateral are initially recognised at fair value, and are subsequently measured at amortised cost or fair value as appropriate. These transactions are performed in accordance with the usual terms of securities lending and borrowing. 44 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.6 Financial instruments (continued) (h) Assets under repurchase agreement Assets under repurchase agreement are transactions in which the Group sells a security and simultaneously agrees to repurchase it (or an asset that is substantially the same as the one sold) at a fixed price on a future date. The Group continues to recognise the securities in their entirety in the statement of financial position because it retains substantially all of the risks and rewards of ownership. The cash consideration received is recognised as a financial asset and a financial liability is recognised for the obligation to pay the repurchase price. Because the Group sells the contractual rights to the cash flows of the securities, it does not have the ability to use the transferred assets during the term of the arrangement. 2.7 Derivative instruments The Group recognizes the derivative instruments on the statement of financial position at their fair value. The Group designates the derivative as an instrument held for trading or non-hedging purposes (a "trading" or "non-hedging" instrument). Trading or non-hedging derivatives assets and liabilities are those derivative assets and liabilities such as swaps and forward contracts that the Group acquires or incurs for the purpose of selling or purchasing in the near term, or holds as part of a portfolio that is managed together for short-term profit or position taking. Non-hedging derivative assets and liabilities are initially recognized and subsequently measured at fair value in the statement of financial position. All changes in fair value are recognized as part of net trading income in profit or loss. Non- hedging derivative assets and liabilities are not reclassified subsequent to their initial recognition. Trading or non-hedging derivatives assets and liabilities are those derivative assets and liabilities such as swaps and forward contracts that the Group acquires or incurs for the purpose of selling or purchasing in the near term, or holds as part of a portfolio that is managed together for short-term profit or position taking. Non-hedging derivative assets and liabilities are initially recognized and subsequently measured at fair value in the statement of financial position. All changes in fair value are recognized as part of net trading income in profit or loss. Non- hedging derivative assets and liabilities are not reclassified subsequent to their initial recognition. 2.8 Impairment Impairment of Financial Assets carried at amortised cost The Group assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets not carried at fair value through profit or loss is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. The criteria that the Group uses to determine that there is objective evidence of an impairment loss include: Delinquency in contractual payments of principal or interest; Cash flow difficulties experienced by the borrower (for example, equity ratio, net income percentage of sales); Breach of loan covenants or conditions; Initiation of bankruptcy proceedings; Deterioration of the borrower’s competitive position; (i) (ii) (iii) (iv) (v) (vi) Deterioration in the value of collateral; and (vii) Downgrading below investment grade level. The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss exists are not included in a collective assessment of impairment. 45 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Impairment of financial assets (continued) The amount of impairment loss for financial assets carried at amortised cost is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in profit or loss. If a financial instrument has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. The calculation of the present value of the estimated future cash flows of a collateralised financial asset reflects the cash flows that may result from foreclosure less costs of obtaining and selling the collateral, whether or not foreclosure is probable. For the purposes of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit risk characteristics (i.e. on the basis of the Group’s grading process that considers asset type, industry, geographical location, collateral type, past-due status and other relevant factors). Those characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the debtors’ ability to pay all amounts due according to the contractual terms of the assets being evaluated. Future cash flows in a group of financial assets that are collectively evaluated for impairment are estimated on the basis of the contractual cash flows of the assets in the group and historical loss experience for assets with credit risk characteristics similar to those in the group. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not currently exist. Estimates of changes in future cash flows for groups of assets are reflected and directionally consistent with changes in related observable data from period to period (for example, changes in unemployment rates, property prices, payment status, or other factors indicative of changes in the probability of losses in the group and their magnitude). The methodology and assumptions used for estimating future cash flows are reviewed regularly by the Group to reduce any differences between loss estimates and actual loss experience. When a loan is uncollectible, it is written off against the related provision for loan impairment. Such loans are written off after all the necessary procedures including regulatory apprasial where necessary have been completed and the amount of the loss has been determined. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the previously recognised impairment loss is reversed by adjusting the allowance account. The amount of the reversal is recognised in profit or loss under impairment charge for credit losses. Amount reported as other financial assets are tested for impairment on an individual basis at the reporting date. In testing for impairment, the Group assesses whether there is objective evidence that a loss event has occurred. If it is established that a loss event has occured and the loss event has an impact on the recoverable amount of the asset, an impairment charge is taken against the asset carrying amount. 2.9 Reclassification of financial instruments Reclassification of financial instruments is limited to financial assets since financial liabilities must never be reclassified. Financial assets are required to be reclassified in certain rare circumstances among the amortised cost, FVOCI and FVTPL categories. When the Group changes its business model for managing financial assets, the Group reclassifies all affected financial assets in accordance with the new model. The reclassification is applied prospectively from the reclassification date. Accordingly, any previously recognised gains, losses or interest are not be reinstated. Changes in the business model for managing financial assets are expected to be very infrequent. 2.10 Restructuring of financial instruments Financial instruments are restructured when the contractual terms are renegotiated or modified or when an existing financial instrument is replaced with a new one due to financial diffculties of the borrower. Restructured loans represent loans whose repayment periods have been extended due to changes in the business dynamics of the borrowers. For such loans, the borrowers are expected to pay the principal amounts in full within extended repayment period and all interest, including interest for the original and extended terms. 46 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 If the terms of a financial asset is restructured due to financial difficulties of the borrower, then an assessment is made of whether the financial asset should be derecognized:   If the expected restructuring will not result in derecognition of the existing asset, then the expected cash flows arising from the modified financial asset is included in calculating the cash shortfalls from the existing asset. If the expected restructuring will result in derecognition of the existing asset, then the expected fair value of the new asset is treated as the final cash flow from the existing financial asset at the time of derecognition. This amount is included in calculating the cash shortfalls from the existing financial asset that is discounted from the expected date of derecognition to the reporting date using the original effective interest rate of the existing financial asset. 2.11 Collateral The Group obtains collateral where appropriate, from customers to manage their credit risk exposure to the customers. The collateral normally takes the form of a lien over the customer’s assets and gives the Group a claim on these assets for customers in the event that the customer defaults. The Group may also use other credit instruments, such as derivative contracts in order to reduce their credit risk. Collateral received in the form of securities is not recorded on the statement of financial position. Collateral received in the form of cash is recorded on the statement of financial position with a corresponding liability see note 3.2.7(a)(i). 47 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.12 Property and equipment Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Where significant parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial year in which they are incurred. Property and equipment are depreciated on the straight line basis to their residual values over the estimated useful lives of the assets. Leasehold land and buildings are depreciated over the period of the lease or over such lesser period as is considered appropriate. Depreciation is calculated on a straight line basis to write down the cost of property and equipment to their residual values over their estimated useful lives as follows: Item Leasehold land Motor vehicles Office equipment Furniture and fittings Computer hardware and equipment Buildings Leasehold improvement Aircraft Depreciation is included in profit or loss. Indefinite 4 years 5 years 5 years 3 years 50 years Over the remaining lease period 10 years Work in progress consists of items of property and equipment that are not yet available for use. Work in progress is carried at cost less any required impairment. Depreciation starts when assets are available for use. An impairment loss is recognised if the asset’s recoverable amount is less than cost. The asset is reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Once the items are available for use, they are transferred to relevant classes of property and equipment as appropriate. Property and equipment are derecognized on disposal, or when no future economic benefits are expected from their use or disposal. Gains and losses on disposal are determined by comparing proceeds with carrying amount. These are included in profit or loss. Depreciation methods, useful lives and residual values are reassessed at each reporting date and adjusted if appropriate. Borrowing Costs Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset is capitalized as part of the cost of the asset. Other costs relating to borrowings which the group undertakes in the normal course of business are expensed in the period which they are incurred. 48 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.13 Intangible assets Computer software Software that is not integral to the related hardware acquired by the Group is stated at cost less accumulated amortisation and accumulated impairment losses. Costs associated with maintaining computer software programmes are recognised expenses as they are incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group, are recognised as intangible assets when the following criteria are met: (i) (ii) (iii) (iv) (v) it is technically feasible to complete the software product so that it will be available for use; management intends to complete the software product and use or sell it; there is an ability to use or sell the software product; it can be demonstrated how the software product will generate probable future economic benefits; adequate technical, financial and other resources to complete the development and to use/sell the software product are available; (vi) the expenditure attributable to the software product during its development can be reliably measured. Subsequent expenditure on computer software is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful life of the software, from the date that the asset is available for use since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful life for computer software is 5 years. Amortisation methods, useful lives and residual values are reviewed at each financial period-end and adjusted if appropriate. Intangible assets are derecognized on disposal or when no future economic benefits are expected from their use or disposal. 2.14 Impairment of non-financial assets The carrying amounts of the Group's non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. For intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each period at the same time. An impairment loss is recognised if the carrying amount of an asset or its Cash Generating Unit (CGU) exceeds its estimated recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purposes of assessing impairment, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash flows of other assets or CGU. The Group's corporate assets do not generate separate cash inflows and are utilised by more than one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated. Impairment losses are recognised in profit or loss. Impairment losses in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs) and then to reduce the carrying amount of the other assets in the CGU (group of CGUs) on a pro rata basis. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. An impairment loss in respect of goodwill is not reversed. 49 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.15 Leases (a) A Group company is the lessee Leases, under which the Group assumes substantially all the risks and rewards of ownership, are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased asset and the present value of the minimum lease payments. Lease payments are separated using the interest rate implicit in the lease to identify the finance cost, which is charged against income over the lease period, and the capital repayment, which reduces the liability to the lessor. Leases of assets are classified as operating leases if the lessor effectively retains all the risks and rewards of ownership. Payments made under operating leases, net of any incentives received from the lessor, are charged to profit or loss on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place. (b) A Group company is the lessor Lease and instalment sale contracts are primarily financing transactions in banking activities, with rentals and instalments receivable, less unearned finance charges, being included in Loans and advances to customers in the statement of financial position. Finance charges earned are computed using the effective interest method which reflects a constant periodic return on the investment in the finance lease. Initial direct costs paid are capitalised to the value of the lease amount receivable and accounted for over the lease term as an adjustment to the effective rate of return. Leases of assets under which the Group effectively retains all the risks and rewards of ownership are classified as operating leases. Receipts of operating leases are accounted for as income on the straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required by the lessee by way of penalty is recognised as income in the period in which termination takes place. 2.16 Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. Provisions are determined by discounting the expected future cash flows using a pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. A provision for restructuring is recognised when the Group has approved a detailed formal plan, and the restructuring either has commenced or has been announced publicly. Future operating costs or losses are not provided for. A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognises any impairment loss on the assets associated with that contract. Contingent liabilities are possible obligations that arise from past events whose existence will be confirmed only by the occurrence, or non-occurrence, of one or more uncertain future events not wholly within the Group’s control. Contingent liabilities are not recognised in the financial statements but are disclosed in the notes to the financial statements. The Group recognises liability for a levy not earlier than when the activity that triggers payment occurs. Also, the Group accrues liability on levy progressively only if the activity that triggers payment occurs over a period of time. However, for a levy that is triggered upon reaching a minimum threshold, no liability is recognised before the specified minimum threshold is reached. 50 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.17 Employee benefits (a) Post-employment benefits The Group operates a defined contribution plan. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. For defined contribution plans, the Group makes contributions on behalf of qualifying employees to a mandatory scheme under the provisions of the Pension Reform Act. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. For entities operating in Nigeria, the contribution by employees and the employing entities are 2.5% and 15.5% respectively of the employees' basic salary, housing and transport allowances. Entities operating outside Nigeria contribute in line with the relevant pension laws in their jurisdictions. (b) Short-term benefits Short-term benefits consist of salaries, accumulated leave allowances, profit share, bonuses and any non-monetary benefits. Short-term employee benefits are measured on an undiscounted basis and are expensed as the related services are provided. They are included in personal expenses in the profit or loss. A liability is recognised for the amount expected to be paid under short-term cash benefits such as accumulated leave and leave allowances if the Group has a present legal or constructive obligation to pay this amount as a result of past services provided by the employee and the obligation can be measured reliably. (c) Termination benefits The Group recognises termination benefits as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. The Group settles termination benefits within twelve months and are accounted for as short-term benefits. 2.18 Share capital and reserves (a) Share issue costs Incremental costs directly attributable to the issue of new shares or options or to the acquisition of a business are shown in equity as a deduction, net of tax, from the proceeds. (b) Dividends on ordinary shares Dividends on ordinary shares are recognised in equity in the period in which they are approved by the Bank’s shareholders. Dividends for the period that are declared after the end of the reporting period are dealt with in the subsequent events note. (c) Share premium Premiums from the issue of shares are reported in share premium. (d) Statutory reserve Nigerian banking regulations require the Bank to make an annual appropriation to a statutory reserve. As stipulated by section 16(1) of the Banks and Other Financial Institutions Act of 1991 (amended), an appropriation of 30% of profit after tax is made if the statutory reserve is less than the paid-up share capital and 15% of profit after tax if the statutory reserve is greater than the paid-up share capital. 51 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.18 Share capital and reserves (continued) (e) SMIEIS reserve The SMIEIS reserve is maintained to comply with the Central Bank of Nigeria (CBN) requirement that all licensed banks set aside a portion of the profit after tax in a fund to be used to finance equity investments in qualifying small and medium scale enterprises. Under the terms of the guideline (amended by CBN letter dated 11 July 2006), the contributions will be 10% of profit after tax and shall continue after the first 5 years but banks’ contributions shall thereafter reduce to 5% of profit after tax. The small and medium scale industries equity investment scheme reserves are nondistributable. Transfer to this reserve is no longer mandatory. (f) Statutory reserve for credit risk The Nigerian banking regulator requires the Bank to create a reserve for the difference between impairment charge determined in line with the principles of IFRS and impairment charge determined in line with the prudential guidelines issued by the Central Bank of Nigeria (CBN). This reserve is not available for distribution to shareholders. (g) Retained earnings Retained earnings comprise the undistributed profits from previous periods which have not been reclassified to any specified reserves. (h) Fair value reserve Comprises fair value movements on equity instruments. (i) Foreign currency translation reserve Comprises exchange differences resulting from the translation to Naira of the results and financial position of Group companies that have a functional currency other than Naira. 2.19 Recognition of interest income and expense Interest income and expense for all financial assets and financial liabilities carried at amortised cost are recognised in profit or loss using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. Direct incremental transaction costs incurred and origination fees received, including loan commitment fees, as a result of bringing margin- yielding assets or liabilities in the statement of financial position, are capitalised to the carrying amount of financial instruments, excluding financial instruments at fair value through profit or loss, and amortised as interest income or expense over the life of the asset as part of the effective interest rate. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial instrument (for example, prepayment options) but does not consider future credit losses. The calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Where the estimated cash flows on financial assets are subsequently revised, other than impairment losses, the carrying amount of the financial assets is adjusted to reflect actual and revised estimated cash flows. Where a financial asset or a group of similar financial assets has been written down as a result of an impairment loss, interest income is recognised using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. 52 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.20 Fees, commission and other income Fee and commission income and expense that are integral to the effective interest rate on a financial asset or liability are included in the measurement of the effective interest rate. Other fees and commission income and expenses are generally recognised on an accrual basis when the service has been provided. Loan commitment fees for loans that are likely to be drawn down are deferred (together with related direct costs) and recognised as an adjustment to the effective interest rate on the loan. Loan syndication fees are recognised as revenue when the syndication has been completed and the Group has retained no part of the loan package for itself or has retained a part at the same effective interest rate as the other participants. Commission and fees arising from negotiating, or participating in the negotiation of, a transaction for a third party, are recognised on completion of the underlying transaction. Dividend income is recognised in profit or loss in the period in which the right of receipt is established. Usually, this is the ex-dividend date for quoted securities. 2.21 Net Trading gains Net trading gain comprises gains less losses relating to trading assets and liabilities and includes all fair value changes, interest, dividends and foreign exchange differences. 2.22 Operating expense Expenses are decreases in economic benefits during the accounting period in the form of outflows, depletion of assets or incurrence of liabilities that result in decrease in equity, other than those relating to distributions to equity participants. Expenses are recognized on an accrual basis regardless of the time of spending cash. Expenses are recognized in the income statement when a decrease in future economic benefit related to a decrease in an assets or an increase of a liability has arisen that can be measured reliably. Expenses are measured at historical cost. Only the portion of cost of a previous period that is related to the income earned during the reporting period is recognized as an expense. Expenses that are not related to the income earned during the reporting period, but expected to generate future economic benefits, are recorded in the financial statement as assets. The portion of assets which is intended for earning income in the future periods shall be recognized as an expense when the associated income is earned. Expenses are recognized in the same reporting period when they are incurred in cases when it is not probable to directly relate them to particular income earned during the current reporting period and when they are not expected to generate any income during the coming years. 2.23 Current and deferred income tax (a) Current tax Minimum tax. In accordance with the Companies Income Tax Act, Cap C21, LFN 2004, the Bank is assessed for tax under the minimum tax regulation when the total profits of the Bank from all sources have produced tax or tax payable which is less than the minimum tax specified by the law. When assessed for minimum tax, the rates applicable for calculating the minimum tax is the highest of the following: (i) (ii) 0.5% of Gross Profit 0.5% of Net Assets (iii) 0.25% of Paid-up Share Capital (iv) 0.25% of Turnover of up to N500, 000 If however the turnover is higher than N500, 000, the minimum tax payable will be the highest of the above plus 0.125% of the excess of the turnover above N500,000. The current income tax charge is calculated on the basis of the tax rates enacted or substantively enacted at the reporting date in the countries where the Bank and its subsidiaries as well as associates operate and generate taxable income. Current tax also includes any tax arising from dividend. 53 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.23 Current and deferred income tax (continued) Current income tax is recognised as an expense for the period and adjustments to past periods except to the extent that current tax related to items that are charged or credited in OCI or directly to equity. (b) Deferred tax Deferred income tax is provided in full, using the liability method, on all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Deferred income tax is determined using tax rates enacted or substantively enacted at the reporting date and are expected to apply when the related deferred income tax liability is settled. Deferred tax is not recognised for the following temporary differences: (i) (ii) (iii) the initial recognition of goodwill; the initial recognition of assets and liabilities in a transaction that is not a business combination, which affects neither accounting nor taxable profits or losses; and investments in subsidiaries where the Group controls the timing of the reversal of temporary differences to the extent that it is probable that these differences will not reverse in the foreseeable future. Deferred income tax assets are recognised on unused tax losses, unused tax credits and deductible temporary differences only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of the asset or liability and is not discounted. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. Additional taxes that arise from the distribution of dividends by the Bank are recognised at the same time as the liability to pay the related dividend is recognized. These amounts are generally recognised in profit or loss because they generally relate to income arising from transactions that were originally recognised in profit or loss. Deferred tax related to the fair value re-measurement of equity instruments which are charged or credited directly to other comprehensive income, is also credited or charged directly to other comprehensive income and is not subsequently transferred from equity to profit or loss. 2.24 Earnings per share The Group presents basic and diluted earnings per share (EPS) for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Bank by the weighted average number of ordinary shares outstanding during the period. Where there are shares that could potentially affects the numbers of share issued, those shares are considered in calculating the diluted earnings per share. There are currently no share that could potentially dilute the total issued shares. 2.25 Segment reporting An operating segment is a component of the Group engaged in business activities from which it can earn revenues, whose operating results are regularly reviewed by the Group's Executive [Management/Board] in order to make decisions about resources to be allocated to segments and assessing segment performance. The Group’s identification of segments and the measurement of segment results are based on the Group’s internal reporting to management. 54 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 2.26 Fiduciary activities The Group acts as trustees and in other fiduciary capacities through its subsidiary, Zenith Pensions Custodian Limited, that results in the holding or placing of assets on behalf of individuals, trusts, retirement benefit plans and other institutions. These assets and income arising thereon are excluded from these financial statements, as they are not assets of the Group. The fees earned on these activities are recognised as assets based fees. 2.27 Deposit for Investment in AGSMEIS The Agri-Business/Small and Medium Enterprises Investment Scheme is an initiative of Banker's committee of Nigeria. The contributed funds is meant for supporting the Federal Government's effort at promoting agricultural businesses as well as Small and Medium Enterprises. In line with this initiative, the Bank will contribute 5% of Profit After Tax yearly to the fund. 55 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management 3.1 Enterprise Risk Management The Zenith Bank Group adopts an integrated approach to risk management by bringing all risks together under a limited number of oversight functions. The Group addresses the challenge of risks comprehensively through the Enterprise Risk Management (ERM) Framework by applying practices that are supported by a governance structure consisting of Board- level and executive management committees. As part of its risk management policy, the Group segregates duties between market-facing business units and risk management functions while management is governed by well-defined policies, which are clearly communicated across the Group. Risk related issues are taken into consideration in all business decisions and the Group continually strives to maintain a conservative balance between risk and revenue consideration. Continuous education and awareness of risk management has strengthened the risk management culture across the Group. 3.1.1 Risk Management Philosophy/Strategy The Group considers sound risk management practice to be the foundation of a long lasting financial institution. (a) The Group adopt a holistic and integrated approach to risk management and therefore, brings all risks together under one or a limited number of oversight functions. (b) Risk management is a shared responsibility. Therefore the Group aims to build a shared perspective on risks that is grounded in consensus. (c) There is clear segregation of duties between market-facing business units and risk management functions. (d) Risk Management is governed by well-defined policies which are clearly communicated across the Group. (e) Risk related issues are taken into consideration in all business decisions. 3.1.2 Risk Appetite The Group's risk appetite is reviewed by the Board of Directors annually, at a level that minimizes erosion of earnings or capital due to avoidable losses or from frauds and operational inefficiencies. The Group’s risk appetite describes the quantum of risk that the Group would assume in pursuit of its business objectives at any point in time. The Group uses this risk appetite definition in aligning its overall corporate strategy, its capital allocation and risks. The Group sets tolerance limits for identified key risk indicators (“KRIs”), which served as proxies for the risk appetite for each risk area and business/support unit. Tolerance levels for KRIs are jointly define, agreed upon by the business/support units and subject to annual reviews. 3.1.3 Risk Management Approach The Group addresses the challenge of risks comprehensively through an enterprise-wide risk management framework and a risk governance policy by applying leading practices that are supported by a robust governance structure consisting of Board-level and executive management committees. The Board drives the risk governance and compliance process through its committees. The audit committee provides oversight on the systems of internal control, financial reporting and compliance. The Board credit committee reviews the credit policies and approves all loans above the defined limits for Executive Management. The Board Risk Committee sets the risk philosophy, policies and strategies as well as provides guidance on the various risk elements and their management. The Board Risk Control Functions are supported by various management committees and sub committees (Global Credit committee and Management Risk committee) that help it develop and implement various risk strategies. The Global Credit committee manages the credit approval and documentation activities. It ensures that the credit policies and procedures are aligned with the Group's business objectives and strategies. The Management Risk committee drives the management of the financial risks (Market, Liquidity and Credit Risk), operational risks as well as strategic and reputational risks. 56 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) In addition, Zenith Group manages its risks in a structured, systematic and transparent manner through a global risk policy which embeds comprehensive risk management processes into the organisational structure, risk measurement and monitoring activities. This structure ensures that the Group’s overall risk exposures are within the thresholds set by the Board. The key features of the Group’s risk management policy are: (a) The Board of Directors provides overall risk management direction and oversight; (b) The Group’s risk appetite is approved by the Board of Directors; (c) Risk management is embedded in the Group as an intrinsic process and is a core competence of all its employees; (d) The Group manages its credit, market, operational and liquidity risks in a coordinated manner within the organisation; (e) The Group’s risk management function is independent of the business divisions; and (f) The Group’s internal audit function reports to the Board Audit Committee and provides independent validation of the business units’ compliance with risk policies and procedures, and the adequacy and effectiveness of the risk management framework on an enterprise-wide basis. The Group continuously modifies and enhances its risk management policies and systems to reflect changes in markets, products and international best practices. Training, individual responsibility and accountability, together with a disciplined and cautious culture of control, are an integral part of the Group’s management of risk. The Board of Directors ensures strict compliance with relevant laws, rules and standards issued by the industry regulators and other law enforcement agencies, market conventions, codes of practices promoted by industry associations and internal policies. The compliance function, under the leadership of the Chief Compliance Officer of the Bank, has put in place a robust compliance framework, which includes: (a) Comprehensive compliance manual detailing the roles and responsibilities of all stakeholders in the compliance process: (b) Review and analysis of all relevant laws and regulations, which are adopted into policy statements to ensure business is conducted professionally; (c) Review of the Bank's Anti-Money Laundering Policy in accordance with changes in the Money LauNdering Prohibition Act 2011 and Anti-Terrorism Act 2011 as amended; and (d) Incorporation of new guidelines in the Bank's "Know Your Customer" policies in line with the increasing global trend as outlined in the Central Bank of Nigeria's Anti-Money Laundering/Combating Finance of Terrorism Compliance Manual. The Group's culture emphasizes high standard of ethical behaviour at all levels of the Group. Therefore the Group's Board of directors promotes sound organisation. 3.1.4 Methodology for Risk Rating The risk management strategy is to develop an integrated approach to risk assessments, measurement, monitoring and control that captures all risks in all aspects of the Group’s activities. All activities in the Group have been profiled and the key risk drivers and threats in them identified. Mitigation and control techniques are then determined to tackle each of these threats. These techniques are implemented as risk policies and procedures that drive the strategic direction and risk appetite as specified by the Board. Techniques employed in meeting these objectives culminate in the following roles for the risk control functions of the Group: (a) Develop and implement procedures and practices that translate the Board's goals, objectives, and risk tolerances into operating standards that are well understood by staff; (b) Establish lines of authority and responsibility for managing individual risk elements in line with the Board’s overall direction; 57 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) (c) Risk identification, measurement, monitoring and control procedures; (d) Establish effective internal controls that cover each risk management process; (e) Ensure that the Group’s risk management processes are properly documented; (f) Create adequate awareness to make risk management a part of the corporate culture of the Group; (g) Ensure that risk remains within the boundaries established by the Board; and (h) Ensure that business lines comply with risk parameters and prudent limits established by the Board; The CBN Risk Management Guidelines prescribes quantitative and qualitative criteria for the identification of significant activities and sets a threshold of contributions for determining significant activities in the Bank and its subsidiaries. This practice is essentially to drive the risk control focus of financial institutions. Zenith Bank applies a mix of qualitative and quantitative techniques in the determination of its significant activities under prescribed broad headings. The criteria used in estimating the materiality of each activity is essentially based on the following: (a) The strategic importance of the activity and sector; (b) The contribution of the activity/sector to the total assets of the Bank; (c) The net income of the sector; and (d) The risk inherent in the activity and sector. Risk management structures and processes are continuously reviewed to ensure their adequacy and appropriateness for the Group’s risk and opportunities profile as well as with changes in strategy, business environment, evolving thoughts and trends in risk management. 3.1.5 Risk management strategies under the current economic conditions Nigeria is the sixth largest producer of oil in the world and oil revenue constitutes majority of its revenue. The recent volatility and decline of the crude oil prices have therefore significantly affected the country's revenue and capacity. These developments have impacted negatively on the country's economic indicators as follows:: (a) Reduced government earnings (b) Low foreign exchange reserve position currently at about US$30.29bn as at June 30, 2017. (c) Acute shortage of forex liquidity, inability of CBN to fund import requests from customers leading to reduced production capacity of many companies and in some cases outright closure of business. This situation has raised concerns around the ability of banks and their customers to meet their obligations when they fall due. These are mainly with the funding of oil and gas and power assets purchases and other exposures to foreign exchange obligations. There are also concerns about reduced capacity utilization in local industries and therefore possibility of increase in Non- Performing Loans during the period as customers may not be able to produce enough or they may do so at higher costs which may affect sales and cash flows required to meet repayment arrangements. According to the Central Bank of Nigeria's prudential guidelines, a loan is non-performing when the principal and/or interest remains outstanding for more than 90 days and other qualitative measures also indicate that the borrower may not be able to service the loan. The Central Bank of Nigeria introduced a market-driven Foreign Currency Exchange Rate Policy in the month of June 2016. The policy is already having the following effects among others: (a) Inflation- increase in the prices of some items particularly those that enjoyed special allocation from the CBN at N197 to a US dollar before now. 58 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) (b) Government Spending- The policy will make more money available to the government especially at this time when it needs to reflate the economy. There will be more money from both the oil and non-oil sources in addition to the proceeds from the Naira conversion of the external borrowing. This is because of the higher exchange rate. This will better position the government to fund the 2017 budget. (c) Corporate Earnings- Companies with U.S Dollar receivables will benefit from this policy change. Meanwhile, companies with Naira receivables but with dollar denominated financial obligations without any hedging strategy in place will record exchange rate losses. (d) External Reserve- The external reserves will decrease as the Central Bank strives to meet outstanding Fx Settlement obligations. However, very recently, the external reserves position is improving marginally as oil output improves. (e) Demand/Supply of FX- The introduction of the FX Futures market has assisted in some measures in moderating the frontloading of FX and consequently in the spot market. On the supply side, this policy is yet to produce the much expected result of increasing significantly the supply of FX from Foreign Portfolio Investors (FPIs) and Foreign Direct Investors (FDIs). (f) Interest Rate- With the introduction of a new market driven foreign exchange policy, interest rate is expected to continue to hover at current levels with an increased double digit outlook (especially in view of the high level of inflation). The Bank have also carried out stress tests analysis and scenario review of worsening situations against our current financial positions and the results affirms our capacity to deal with them if they were to occur. The Bank strongly believe it is poised to deal with liquidity risk and funding challenges that may arise from these situations and our capital and earnings capacity (profitability) can withstand any shock that may arise. Zenith Bank Plc will continue to support its customers as much as possible in terms of foreign exchange funding challenges; credit performance obligations (restructuring repayments to match cash-flows, where necessary); Some of the key risk management strategies in the period would include the following: (a) Continue to monitor impact of global economy in commodity pricing, Foreign Direct Investment (FDI) inflows and general behavior of local economy to the changes in the global market. (b) Source for cheaper and stable funds (c) Drive other income sources - Increase marginal value of current assets utilization and their derivable income as much as possible. Seek new sources and champions. (d) Pursue other government activities especially trapping utilization of government funds for projects and other activities (e) Further develop SME/Retail product sales and penetrations (f) Develop market hub initiative to host market players and drive retail participation (g) Ensure that the Net Interest Margin (NIM) is maintained for all changes in interest rates. (h) Create additional foreign exchange funding sources from the receipt of foreign exchange deposits from customers especially export proceeds. (i) (j) Pursue and support export strategies to assure expanded foreign exchange inflow. Increased collections of payments (Deploy more friendly collection tools) (k) Improve customer service delivery through trainings, systems, communication, and compensation medium. (l) Stabilize the Bank’s technology/platforms – This is to increase and aids customers’ confidence, loyalty and Bank’s reputation. (m) Cautiously grow risk assets while maintaining adequate level of capital. 59 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) 3.2 Credit Risk Credit risk is the risk of a financial loss if an obligor does not fully honour its contractual commitments to the Group. Obligors may be borrowers, issuers, counterparties or guarantors. Credit risk is the most significant risk facing the Bank in the normal course of business. The Bank is exposed to credit risk not only through its direct lending activities and transactions but also through commitments to extend credit, letters of guarantee, letters of credit, securities purchased under reverse repurchase agreements, deposits with financial institutions, brokerage activities, and transactions carrying a settlement risk for the Bank such as irrevocable fund transfers to third parties via electronic payment systems. The Group has robust credit standards, policies and procedures to control and monitor intrinsic and concentration risks through all credit levels of selection, underwriting, administration and control. Some of the policies are: (a) Credit is only extended to suitable and well identified customers and never where there is any doubt as to the ethical standards and record of the intending borrower; (b) Exposures to any industry or customer will be determined by the regulatory guidelines, clearly defined internal policies, debt service capability and balance sheet management guidelines; (c) Credit is not extended to customers where the source of repayment is unknown or speculative, and also where the destination of funds is unknown. There must be clear and verifiable purpose for the use of the funds; (d) Credit is not given to a customer where the ability of the customer to meet obligations is based on the most optimistic forecast of events. Risk considerations will always have priority over business and profit considerations (e) (f) The primary source of repayment for all credits must be from an identifiable cash flow from the counterparty’s normal business operations or other financial arrangements. The realization of security remains a fall back option; A pricing model that reflects variations in the risk profile of various credits to ensure that higher risks are compensated by higher returns is adopted; (g) All insiders’ related credits are limited to regulatory and strict internal limits and are disclosed as required; and (h) The consequences for non-compliance with the credit policy and credit indiscipline are communicated to all staff and are implemented. 3.2.1 Credit Metrics and Measurement Tools Zenith Bank and its subsidiaries have devoted resources and harnessed their credit data to develop models that will improve the determination of economic and financial threats resulting from credit risk. Before a sound and prudent credit decision can be taken, the credit risk engendered by the borrower or counterparty must be accurately assessed. This is the first step in processing credit applications. As a result, some key factors are considered in credit risk assessment and measurement: These are: (a) Adherence to the strict credit selection criteria, which includes defined target market, credit history, the capacity and character of customers; (b) Credit rating of obligor; (c) The likelihood of failure to pay over the period stipulated in the contract; (d) The size of the facility in case default occurs; and (e) Estimated Rate of Recovery, which is a measure of the portion of the debt that can be regained through realisation of assets and collateral should default occur. 3.2.2 Credit Rating Tools The principal objective of the credit risk rating system is to produce a reliable assessment of the credit risk to which the Group is exposed. As such, all loans and indirect credits such as guarantees and bonds as well as treasury investments undergo a formal credit analysis process that would ensure the proper appraisal of the facility. 60 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) (a) Loans and advances and amounts due from banks Each individual borrower is rated based on an internally developed rating model that evaluates risk based on financial, qualitative and industry-specific inputs. The associated loss estimate norms for each grade have been developed based on the experience of the Bank and its various subsidiaries. In order to allow for a meaningful distribution of exposures across grades with no excessive concentrations on the Group's borrower-rating and its facility-rating scale, the Group maintains the under listed rating grade, which is applicable to both new and existing customers. Zenith Group Rating Description of the grade AAA AA A BBB BB B CCC CC C D Unrated Investment Risk (Extremely Low Risk) Investment Risk (Extremely Low Risk) Investment Risk (Very Low Risk) Upper Standard Grade (Acceptable Risk) Lower Standard Grade (Moderately High Risk) Non Investment Grade (High Risk) Non Investment Grade (Very High Risk) Non Investment Grade (Extremely High Risk) Non Investment Grade (High Likelihood of Default) Non Investment Grade (Lost) Unrated Equivalent of external rating (Standard & Poor's) AAA AAA AA BBB BB B CCC CC C D Unrated The credit rating system seeks to achieve the foundation level of the internal rating-based approach under Basel II, through continuous validation exercises over the years. (b) Other debt instruments With respect to other debt instruments, the Group takes the following into consideration in the management of the associated credit risk: (i) (ii) (iii) External ratings of such instruments/institutions by rating agencies like Fitch, Standard & Poor’s, Agusto & Co; Internal and external research and market intelligence reports; and Regulatory agencies reports In addition to the above, we have put in place limits structure which is monitored from time to time in order to limit our risk exposures on these securities. Control mechanisms for the credit risk rating system Zenith’s credit risk rating system is reviewed periodically to confirm that the rating criteria and procedures are appropriate given the current portfolio and external conditions. Hence, in accordance with the Groups model risk policy, all models that materially impact the risk rating process are reviewed. Furthermore, the ratings accorded to customers are regularly reviewed, incorporating new financial information available and the experience in the development of the banking relationship. The regularity of the reviews increases in the case of clients who reach certain levels in the automated warning systems. The rating system is currently undergoing external review with a view to enhancing its robustness. 61 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) 3.2.3 Credit Processes Zenith operates a centralised credit approval process system. Credits are originated from the branches/business groups and subjected to reviews at various levels before they are presented along with all documents and information defined for the proper assessment and decision of Credit to the Global Credit Committee for consideration. All Credits presented for approval are required to be in conformity with the documented and communicated Risk Acceptance Criteria(RAC). As part of credit appraisal process, the Group will have to review the following: (a) Credit assessment of the borrower’s industry, and macro-economic factors; (b) The purpose of credit and source of repayment; (c) The track record / repayment history of borrower; (d) Assess/evaluate the repayment capacity of the borrower; (e) The proposed terms and conditions and covenants; (f) Adequacy and enforceability of collaterals; and (g) Approval from appropriate authority. 3.2.4 Group Credit Risk Management Zenith's approach in managing credit risk is a key element in achieving its strategic objective of maintaining and further enhancing its asset quality and credit portfolio risk profile. The credit standards, policies and procedures, risk methodologies and framework, solid structure and infrastructure, risk monitoring and control activities enable the Group to deal with the emerging risks and challenges with a high level of confidence and determination. The framework for credit risk assessment at Zenith is well-defined and institutionally predicated on: (a) Clear tolerance limits and risk appetite set at the Board level, well communicated to the business units and periodically reviewed and monitored to adjust as appropriate; (b) Well-defined target market and risk asset acceptance criteria; (c) Rigorous financial, credit and overall risk analysis for each customer/transaction; (d) Regular portfolio examination in line with key performance indicators and periodic stress testing; (e) Continuous assessment of concentrations and mitigation strategies; (f) Continuous validation and modification of early warning system to ensure proper functioning for risk identification; (g) Systematic and objective credit risk rating methodologies that are based on quantitative, qualitative and expert judgment; (h) Systematic credit limits management which enables the Bank to monitor its credit exposure on daily basis at country, borrower, industry, credit risk rating and credit facility type levels; (i) (j) Solid documentation and collateral management process with proper coverage and top-up triggers and follow-ups; and Annual and interim individual credit reviews to ensure detection of weakness signs or warning signals and considering proper remedies. The credit processes are supplemented by sectoral portfolio reviews, which focus on countries, regions or specific industries as well as multiple stress testing scenarios. These are intended to identify any inherent risks in the portfolios resulting from changes in market conditions and are supplemented by independent reviews from our Group Internal Audit. Additionally, the Group continuously upgrades and fine-tunes above in line with the developments in the financial services industry environment and technology. 62 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) 3.2.5 Group Credit Risk Limits The Group applies credit risk limits, among other techniques in managing credit risk. This is the practice of stipulating a maximum amount that the individual or counterparty can obtain as loan. Internal and regulatory limits are strictly adhered to. Through this, the Group not only protects itself, but also in a sense, protects the counterparties from borrowing more than they are capable of repaying. The Group focuses on its concentration and intrinsic risks and further manages them to a more comfortable level. This is very important due to the serious risk implications that intrinsic and concentration risk pose to the Group. A thorough analysis of economic factors, market forecasting and prediction based on historical evidence is used to mitigate these risks. The Group has in place various portfolio concentration limits (which are subject to periodic review).These limits are closely monitored and reported on from time to time. The Group’s internal credit approval limits for the various authorities levels are as indicated below. Zenith Group Rating Board Credit Committee Global Credit Committee Approval limit (% of Shareholders' Fund) N7 billion and above (Not exceeding 20% of total shareholders' fund) Below N7 billion These internal approval limits are set and approved by the Group Board and are reviewed regularly as the state of affairs of the Group and the wider financial environment demand. 3.2.6 Group Credit Risk Monitoring The Group’s exposures are continuously monitored through a system of triggers and early-warning signals aimed at detecting symptoms, which could result in deterioration of credit risk quality. The triggers and early-warning systems are supplemented by facility utilisation and collateral valuation monitoring together with a review of upcoming credit facility expiration and market intelligence to enable timely corrective action by management. The results of the monitoring process are reflected in the internal rating process through quarterly review activities. Credit risk is monitored on an ongoing basis with formal weekly, monthly and quarterly reporting to keep senior management aware of shifts in credit quality and portfolio performance along with changing external factors such as economic and business cycles. The capabilities of the credit review team is continuously enhanced in order to improve the facility monitoring activity and assure good quality Risk Assets Portfolio across the Group. A specialised and focused loan recovery and workout team handles the management and collection of problematic credit facilities. 3.2.7 (a) Credit Risk Mitigation, Collateral and other Credit Enhancements The Group’s approach to controlling various risks begins with optimizing the diversification of its exposures. Zenith uses a variety of techniques to manage the credit risk arising from its lending activities. These techniques are set out in the Group's internal policies and procedures. They are mainly reflected in the application of various exposure limits: credit concentration limits by counterparty and credit concentration limits by industry, country, region and type of financial instrument. Enforceable legal documentation establishes Zenith’s direct, irrevocable and unconditional recourse to any collateral, security or other credit enhancements. (i) Collateral Security A key mitigation step employed by the Group in its credit risk management process includes the use of collateral securities to secure its loans and advances as alternative sources of repayment during adverse conditions. All major credit facilities to our customers are to be secured and the security instruments and documentations must be perfected and all conditions precedent must be met before drawdown or disbursement is allowed. Collateral analysis includes a good description of the collateral, its value, how the value was arrived at, and when the valuation was made. It is usually necessary to review the potential adverse changes in the value of collateral security for the foreseeable future. 63 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Risk management (continued) 3. Collateral securities that are pledged must be in negotiable form and usually fall under the following categories: (a) Real estate, plant and equipment collateral (usually all asset or mortgage debenture or charge), which have to be registered and enforceable under Nigerian law; (b) Collateral consisting of inventory, accounts receivable, machinery equipment, patents, trademarks, farm products, general intangibles, etc. These require a security agreement (usually a floating debenture) which has to be registered and, must be enforceable under Nigerian law; (c) Stocks and shares of publicly quoted companies; (d) Domiciliation of contracts proceeds; (e) Documents of title to goods such as shipping documents consigned to the order of Zenith Bank or any of its subsidiaries; (f) Letter of lien; and (g) Cash collateral. Collateral securities are usually valued and inspected prior to disbursement and on a regular basis thereafter until full repayment of the exposure. We conduct a regular review of all collateral documentation in respect of all credits in the Bank and specific gaps in the collateral documentation are advised to the Lending Group/Zones/Branch for appropriate action and follow-up. Borrowers are required to confirm adherence to covenants including periodic confirmation of collateral values which are used by the Bank to provide early warning signals of collateral value deterioration. Periodic inspections of physical collateral are performed where appropriate and where reasonable means of doing so are available. The type and size of collateral held as security for financial assets other than loans and advances are usually a function of the nature of the instrument. Our debt securities, treasury and other eligible bills are normally unsecured but our comfort is on the issuer’s credit rating, which is the Federal Government of Nigeria (FGN). Details of collateral pledged by customers against the carrying amount of loans and advances as at December 31, 2017 are as follows: In millions of Naira Group Bank Secured against real estate Secured by shares of quoted companies Cash Collateral, lien over fixed and floating assets Unsecured Total Gross amount Specific allowance for impairment Collective allowance for impairment Net carrying amount Total exposure 89,553 25,276 1,234,199 903,144 2,252,172 (82,904) (68,906) Value of collateral 53,966 12,194 1,057,198 - 1,123,358 - - Total exposure 88,648 25,217 1,222,121 781,083 2,117,069 (68,443) (68,162) 2,100,362 1,123,358 1,980,464 Value of collateral 52,424 12,194 889,929 - 954,547 - - 954,547 64 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) Details of collateral pledged by customers against carrying amount of loans and advances as at December 31, 2016 are as follows: In millions of Naira Group Bank Secured against real estate Secured by shares of quoted companies Cash collateral, lien over fixed and floating assets Unsecured Total Gross amount Specific allowance for impairment Collective allowance for impairment Net carrying amount (ii) Balance Sheet Netting Arrangements Total exposure 98,000 52,333 1,180,353 1,030,123 2,360,809 (32,896) (38,548) 2,289,365 Value of collateral 32,971 31,535 859,993 - 924,499 - - 924,499 Total exposure 95,990 52,332 1,157,333 887,569 2,193,224 (17,607) (37,485) Value of collateral 31,131 31,367 778,503 - 841,001 - - 2,138,132 841,001 Risk reduction by way of current account set-off is recognised for exposures to highly rated and creditworthy customers. Customers are required to enter into formal agreements giving Zenith Bank Plc the right to set-off gross credit and debit balances in their nominated accounts to determine the Groups net exposure. Cross-border set-offs are not permitted. (iii) Guarantees and Standby Letters of Credit Guarantees and Standby Letters of Credit are perceived to have comparable level of credit risk as loans and advances. And in accordance with the Group’s credit policies, banks and creditworthy companies and individuals with high net worth are accepted as guarantors, subject to credit risk assessment. Furthermore, Zenith Bank Plc. only recognises unconditional irrevocable guarantees or standby letters of credit provided they are not related to the underlying obligor. 3.2.7 (b) Maximum Exposure to Credit Risk Before Collateral Held or Credit Enhancements The Group's maximum exposure to credit risk at December 31, 2017 and December 31, 2016 respectively, are represented by the net carrying amounts of the financial assets, with the exception of financial and other guarantees issued by the Group for which the maximum exposure to credit risk are represented by the maximum amount the Group would have to pay if the guarantees are called on (refer to note 38 Contingent liabilities and commitments). 3.2.8 Concentration of Risks of Financial Assets with Credit Risk Exposure The Group monitors concentrations of credit risk by geographical location and by industry sector. An analysis of concentrations of credit risk at December 31, 2017 and December 31, 2016 respectively for loans and advances to customers and amounts due from banks, is set out below: (a) Geographical sectors The following table breaks down the Group’s main credit exposure at their carrying amounts, as categorised by geographical region at December 31, 2017 and December 31, 2016 respectively. For this table, the Group has allocated exposures to regions based on the regions the counterparties are domiciled. Financial assets included in the table below represents other assets excluding prepayment. In millions of Naira December 31, 2017 Nigeria Rest of Africa Outside Africa Group Bank Due from banks Treasury bills Investment securities 18,287 799,992 - 136,825 - 477,516 117,814 12,451 200,686 Other financial assets 42,752 11,521 31,369 Due from banks Treasury bills Investment securities 8,733 799,992 - - - 264,598 117,814 - - Other financial assets 42,752 - - 495,803 936,817 330,951 85,642 273,331 799,992 117,814 42,752 65 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) In millions of Naira December 31, 2016 Nigeria Rest of Africa Outside Africa Group Bank Due from banks Treasury bills Investment securities 168,203 463,787 93,572 - 12,039 279,215 118,622 98 80,459 Other financial assets 27,583 109 339 Due from banks Treasury bills Investment securities 17,537 463,787 - - - 336,868 118,622 - - Other financial assets 27,583 - - 459,457 557,359 199,179 28,031 354,405 463,787 118,622 27,583 Gross loans and advances to customers and the Non-performing loan portion per geographical region as at December 31, 2017 *Carrying amounts presented in the table below is determined as gross loans less impairment allowances. In millions of Naira Gross loans 111,626 71,886 73,635 2,171 South South South West 1,751,942 85,776 460 South East 3,062 North Central North West North East Rest of Africa Outside Africa 24,940 83,100 77,547 36 233 4,471 57,496 9,656 Group Bank Loans and advances to customers Loans and advances to customers NPL Collective impair. allow 2,890 58,699 2,518 3,192 Specific impair. allow - 68,443 - - Carrying amount Gross loans 108,736 1,624,800 69,368 70,443 111,626 2,171 1,751,883 85,776 460 3,062 71,886 73,635 NPL Collective impair. allow 2,890 58,699 2,518 3,193 Specific impair. allow - 68,443 - - Carrying amount 108,736 1,624,741 69,368 70,442 331 532 744 - - 3,201 24,609 82,568 73,602 24,939 83,100 - 36 233 - - 11,260 46,236 - - 331 531 - - - - - - 24,608 82,569 - - 2,252,172 105,865 68,906 82,904 2,100,362 2,117,069 91,738 68,162 68,443 1,980,464 Gross loans and advances and non-performing portion per geographical region as at December 31, 2016 Group Bank Loans and advances to customers Loans and advances to customers Gross loans NPL Collective impair allowance 1,761 Specific impair allowance 928 Carrying amount Gross loans 161,033 163,722 NPL Collective impair allowance 1,761 1,771 Specific impair allowance 928 Carrying amount 161,033 1,771 163,722 66,252 71,015 South South South West 1,776,162 52,300 533 South East 2,153 North Central North West North East Rest of Africa Outside Africa 32,978 83,094 91,586 180 640 7,796 76,000 6,001 31,080 452 3,716 16,679 - - 1,728,403 65,800 67,299 1,776,162 52,300 533 2,153 66,252 71,015 31,080 452 3,716 16,679 - - 1,728,403 65,800 67,299 162 314 788 275 - - 7,545 32,816 82,780 83,253 32,979 83,094 - 180 640 - 7,744 67,981 - - 162 314 - - - - - - 32,817 82,780 - - 2,360,809 71,374 38,548 32,896 2,289,365 2,193,224 57,577 37,485 17,607 2,138,132 66 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Risk management (continued) 3. (b) Industry sectors Gross loans and advances to customers and the non-performing loan portion per industry sector as at December 31, 2017 *Carrying amounts presented in the table below are determined as gross loans less impairment allowances. In millions of Naira Agriculture Oil and gas Consumer Credit Manufacturing Real estate and construction Finance and insurance Government Power Transportation Communication Education General Commerce Group Bank Loans and advances to customers Loans and advances to customers Gross loans 63,223 660,243 11,728 633,739 113,137 NPL Collective impair allow. 1,474 23,194 583 11,352 5,203 956 39,618 59 6,459 7,375 Specific impair allow, - 22,807 692 - 752 Carrying amount Gross loans NPL Collective 61,749 614,242 10,453 622,387 107,182 63,223 609,133 11,728 601,355 101,897 956 29,954 59 6,459 3,228 impair allow. 1,474 23,109 583 11,185 4,741 Specific impair allow, - 11,538 692 - 752 Carrying amount 61,749 574,486 10,453 590,170 96,404 8,045 1,913 2,286 - 5,759 6,673 1,907 2,272 - 4,401 311,904 83,470 53,037 95,093 9,953 208,600 321 12 16,862 2,270 175 29,845 2,591 5,677 315 111 268 15,852 - - 13,650 35,117 691 9,195 309,313 77,793 39,072 59,865 8,994 183,553 311,367 83,470 41,561 92,960 6,992 186,710 252 - 16,862 2,235 143 29,683 2,591 5,677 315 111 268 15,836 - - 13,650 34,980 - 6,832 308,776 77,793 27,596 57,869 6,724 164,043 2,252,172 105,865 68,906 82,904 2,100,362 2,117,069 91,738 68,162 68,443 1,980,464 Gross loans and advances to customers and the non-performing loan portion per industry sector as at December 31, 2016 In millions of Naira Group Bank Loans and advances to customers Loans and advances to customers NPL Collective Agriculture Oil and gas Consumer Credit Manufacturing Real estate and construction Finance and Insurance Government Power Transportation Communication Education General Commerce Gross loans 70,029 654,962 6,081 523,170 138,216 23,486 307,049 108,272 55,859 116,082 9,347 348,256 1,636 10,821 552 4,824 3,636 3,804 854 30,676 1,052 134 161 13,224 impair. allow. 586 15,294 444 3,829 2,919 Specific impair. allow. 941 6,543 - 2,804 646 348 363 4,766 220 839 524 8,416 1,984 357 12,306 1,415 26 21 5,853 Carrying amount Gross loans NPL Collective impair. allow. Specific impair. allow. Carrying amount 68,502 633,125 5,637 516,537 134,651 21,154 306,329 91,200 54,224 115,217 8,802 333,987 66,669 602,263 5,621 497,763 130,820 22,941 305,651 89,500 43,853 101,768 6,979 319,396 1,619 4,606 552 4,052 2,670 3,804 286 30,676 15 23 161 9,113 566 15,208 444 3,752 2,707 341 363 4,765 55 738 524 8,022 928 482 - 337 - 1,984 - 12,306 - - - 1,570 65,175 586,573 5,177 493,674 128,113 20,616 305,288 72,429 43,798 101,030 6,455 309,804 2,360,809 71,374 38,548 32,896 2,289,365 2,193,224 57,577 37,485 17,607 2,138,132 The group's credit risk exposure from "other financial assets" is categorized under the "finance and insurance", and government sector. 67 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) 3.2.9 Credit quality In millions of Naira At December 31, 2017 Neither past due nor impaired Past due but not impaired Individually impaired Collectively impaired Gross Impairment allowance Specific impairment Collective impairment * In millions of Naira At December 31, 2016 Neither past due nor impaired Past due but not impaired Individually impaired Collectively impaired Gross Impairment allowance Specific impairment Collective impairment * Due from banks Group Loans and advances to customers 2,061,901 495,803 Financial guarantee Due from banks Bank Loans and advances to customers 1,943,102 273,331 Financial guarantee - - - 84,406 84,793 21,072 581,463 - - - - - - 82,229 70,667 21,071 542,619 - - - 495,803 2,252,172 581,463 273,331 2,117,069 542,619 - - (82,904) (68,906) - - - - (68,443) (68,162) - - 495,803 2,100,362 581,463 273,331 1,980,464 542,619 Due from banks Group Loans and advances to customers 2,235,055 459,457 Financial guarantee Due from banks Bank Loans and advances to customers 2,087,589 354,405 Financial guarantee - - - 54,380 58,703 12,671 560,704 - - - - - - 48,058 47,411 10,166 513,832 - - - 459,457 2,360,809 560,704 354,405 2,193,224 513,832 - - (32,896) (38,548) - - - - (17,607) (37,485) - - 459,457 2,289,365 560,704 354,405 2,138,132 513,832 *Loans that are not individually significant are subjected to collective impairment. All other financial assets are neither past due nor impaired. Loans and advances to customers of NGN 269.91 billion which are neither past due nor impaired have been renegotiated (December 31, 2016: NGN 249.09 billion). 68 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) In millions of Naira (a) Credit portfolio neither past due nor impaired The credit quality of the portfolio of loans and advances, amounts due from banks and other financial assets that were neither past due nor impaired can be assessed by reference to the internal rating system adopted by the Group. At December 31, 2017 AAA AA to A BBB to BB Below B Unrated At December 31, 2016 AAA AA to A BBB to BB Below B Unrated Group Bank Due from banks 495,803 - - - - Loans and advances to customers 241,701 1,451,324 217,831 42,228 108,817 495,803 2,061,901 Other financial assets - - - - 55,099 55,099 Due from banks 273,331 - - - - Loans and advances to customers 241,701 1,442,382 216,739 42,186 94 273,331 1,943,102 Other financial assets - - - - 39,291 39,291 Group Bank Due from banks 459,457 - - - - Loans and advances to customers 232,561 534,659 947,752 379,217 140,866 459,457 2,235,055 Other financial assets - - - - 22,777 22,777 Due from banks 354,405 - - - - Loans and advances to customers 232,541 534,659 882,992 379,112 58,285 354,405 2,087,589 Other financial assets - - - - 39,291 39,291 The credit quality of cash and balances with central banks, treasury bills, derivative assets and assets pledged as collateral that were neither past due nor impaired are also be assessed by reference to the internal rating system adopted by the Group. At December 31, 2017 AAA AA to A BBB to BB Below B Unrated At December 31, 2016 AAA AA to A AA to A Below B Unrated Group Assets pledged as collateral Derivative assets Treasury bills Bank Assets pledged as collateral Derivative assets Treasury bills Cash and balances with central bank 907,265 - - - - 799,992 - - - - - 57,219 - - - 468,010 - - - - Cash and balances with central bank 957,663 - - - - 936,817 - - - - - 57,219 - - - 57,219 468,010 - - - - 468,010 957,663 936,817 907,265 799,992 57,219 468,010 Group Bank Cash and balances with central bank 669,058 - - - - Treasury bills Derivative assets Assets pledged as collateral 557,359 - - - - - 82,860 - - - 328,343 - - - - Cash and balances with central bank 627,385 - - - - Treasury bills Derivative assets Assets pledged as collateral 463,787 - - - - - 82,860 - - - 325,575 - - - - 669,058 557,359 82,860 328,343 627,385 463,787 82,860 325,575 69 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Risk management (continued) 3. The table below shows the credit quality of investment securities At December 31, 2017 Group Investment securities Bank Investment securities AAA AA to A BBB to BB Below B Unrated Total Federal Governmen t Bonds State Governmen t Bonds Corporate bonds Federal Governmen t Bonds State Governmen t Bonds Corporate bonds 250,315 32,266 - - - 282,581 - 31,725 - - - 31,725 2,544 14,101 - - - 16,645 330,951 37,502 32,266 - - - 69,768 - 31,401 - - - 31,401 2,544 14,101 - - - 16,645 117,814 At December 31, 2016 Group Investment securities Bank Investment securities AAA AA to A BBB to BB Below B Unrated Total Federal Governmen t Bonds State Governmen t Bonds Corporate bonds Federal Governmen t Bonds State Governmen t Bonds Corporate bonds 138,013 9,702 - - - 147,715 - 31,996 - - - 31,996 - 3,115 - - - 3,115 182,826 57,457 9,702 - - - 67,159 - 31,696 - - - 31,696 - 3,115 - - - 3,115 101,970 70 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) In millions of Naira (b) Credit portfolio past due but not impaired Past due up to 30 days Past due 30 - 60 days Past due 60 - 90 days (c) Credit rating of past due but not impaired A BB Below B Unrated In millions of Naira (d) Credit portfolio individually impaired Group Bank Loans and advances 31-Dec-16 39,519 2,563 12,298 31-Dec-17 8,870 24,615 50,921 Loans and advances 31-Dec-16 38,259 1,250 8,549 31-Dec-17 6,706 24,604 50,919 84,406 54,380 82,229 48,058 - 58,174 25,952 280 84,406 38,292 16,088 - - 54,380 - 58,174 23,775 280 82,229 37,921 10,137 - - 48,058 Group Bank Loans and advances Other financial assets Loans and advances Other financial assets 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 Gross amount BB Grade: Below BB Specific provision 80,322 4,471 22,397 36,307 (82,904) (32,896) 1,889 25,808 Restructuring policy - - - - - - - - 70,667 - 16,354 31,057 (68,443) (17,607) 2,224 29,804 - - - - - - - - Loans with renegotiated terms are loans that have been restructured because the Group has made concessions by agreeing to terms and conditions that are more favorable for the customer than these provided by the Group initially. The Group implements restructuring policy in order to maximize collections opportunities and minimize the risk of default. The Group’s credit committee may, from time to time, grant approval for restructuring of certain facilities due to the following reasons: (a) Where the execution of the loan purpose and the repayment are no longer realistic in light of new cash flows; (b) To avoid unintended default arising from adverse business conditions; (c) To align loan repayment with new pattern of achievable cash flows; (d) Where there are proven cost over runs that may significantly impair the project repayment capacity; (e) Where there is temporary downturn in the customer’s business environment; (f) Where the customer’s going concern status is NOT in doubt or threatened; and (g) The revised terms of restructured facilities usually include extended maturity, changing timing of interest payments and amendments to the terms of the loan agreement. 71 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) Write-off policy The Group writes off a loan balance when the Group’s credit department determines that the loan is uncollectable and had been declared delinquent and subsequently classified as lost. This determination is made after considering information such as the continuous deterioration in the customer’s financial position, such that the customer can no longer pay the obligation, or that proceeds from the collateral will not be sufficient to pay back the entire exposure. Board approval is required for such write-off. For insider-related loan (loans by the bank to its own officers and directors), CBN approval is required. The loan recovery department continues with its recovery efforts and any loan subsequently recovered is treated as other income. 3.3 Market risk Market risk is the risk of potential losses in both on- and off-balance sheet positions arising from movements in market prices. Market risks can arise from adverse changes in interest rates, foreign exchange rates, equity prices, commodity prices and other relevant factors such as market volatilities. The Group undertakes activities which give rise to some level of market risks exposures. The objective of market risk management activities is to continuously identify, manage and control market risk exposure within acceptable parameters, while optimizing the return on risks taken. 3.3.1 Management of market risk The Group has an independent Market Risk Management unit which assesses, monitors, manages and reports on market risk taking activities across the Group. The Group enhances its Market Risk Management Framework on a continuous basis. The operations of the unit is guided by the mission of "inculcating enduring market risk management values and culture, with a view to reducing the risk of losses associated with market risk-taking activities, and optimizing risk-reward trade-off.” The Group's market risk objectives, policies and processes are aimed at instituting a model that objectively identifies, measures and manages market risks in the Group and ensure that: (a) The individuals who take or manage risk clearly understand it; (b) The Group's risk exposure is within established limits; (c) Risk taking decisions are in line with business strategy and objectives set by the Board of Directors; (d) The expected payoffs compensate for the risks taken; and (e) Sufficient capital, as a buffer, is available to take risk. The Group proactively manages its market risk exposures in both the trading and non-trading books within the acceptable levels. The Group's market risks exposures are broadly categorised into: (i) Trading Market Risks - These are risks that arise primarily through trading activities and market making activities. These activities include position-taking in foreign exchange and fixed income securities (Bonds and Treasury Bills). (ii) Non Trading Market Risks -These are risks that arise from assets and liabilities that are usually on the books for a longer period of time, but where the intrinsic value is a function of the movement of financial market parameter. The introduction of the new flexible FX market policy is expected to restore confidence to the Nigerian forex Market while attracting more FX supply from Foreign Portfolio Investors (FPIs) and Foreign Direct Investors (FDIs). Also, FX request for future obligations can now be accommodated by the Non-Deliverable Futures product, which stems the tides of frontloading of FX and reduces the pressure on Spot FX deals. However, the speculative rate at the parallel market is expected to gradually slide down. The risk of dollar liquidity amid increasing demand and future maturing obligations still persists. The new policy also introduced different limits for Overall Short and Long Net Open Position. It is pertinent to note that the policy comes with its attendant volatilities (stemming from the liberalisation –allowing market to determine the price of Naira) which we will continue to monitor in transaction processing and position taking in a guided manner. 72 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Risk management (continued) 3. The table below sets out the allocation of assets and liabilities subject to market risk between trading and non-trading portfolios: 'In millions of Naira Group Assets Cash and balances with central bank Treasury bills Assets pledged as collateral Due from other banks Derivative assets Loans and advances Investment securities Other financial assets Liabilities Customer deposits Derivative liabilities Other financial liabilities On-lending facilities Borrowings Debt securities issued Bank Assets Cash and balances with central bank Treasury bills Assets pledged as collateral Due from other banks Derivative assets Loans and advances Investment securities Other financial assets Liabilities Customer deposits Derivative liabilities Other financial liabilities On-lending facilities Borrowings Debt securities issued Note Carrying amount At December 31, 2017 Trading Non-trading At December 31, 2016 Trading Non-trading Carrying amount 15 16 17 18 19 20 21 24 27 32 28 29 30 31 15 16 17 18 19 20 21 24 27 32 28 29 30 31 957,663 936,817 468,010 495,803 57,219 2,100,363 330,951 100,808 3,437,915 20,805 212,304 383,034 362,639 332,931 - 547,656 136,438 - 57,219 - 32,266 - 957,663 389,161 331,572 495,803 - 2,100,363 298,685 100,808 669,058 557,359 328,343 459,457 82,860 2,289,365 199,478 22,777 - 74,381 113,544 - 82,860 - 9,702 - 669,058 482,978 214,799 459,457 - 2,289,365 189,776 22,777 - 20,805 - - - - 3,437,915 - 212,304 383,034 362,639 332,931 2,983,621 66,834 190,458 350,657 263,106 153,464 - 66,834 - - - - 2,983,621 - 190,458 350,657 263,106 153,464 At December 31, 2017 Trading Non-trading Carrying amount At December 31, 2016 Trading Non-trading Carrying amount 907,265 799,992 468,010 273,331 57,219 1,980,465 117,814 42,752 2,744,525 20,805 212,304 383,034 418,979 332,931 - 547,656 136,438 - 57,219 - 32,266 - 907,265 252,336 331,572 273,331 - 1,980,465 85,548 42,752 627,385 463,787 325,575 354,405 82,860 2,138,132 118,622 22,335 - 74,381 - - 82,860 - 9,702 - 627,385 389,406 325,575 354,405 - 2,138,132 108,920 22,335 - 20,805 - - - - 2,744,525 - 212,304 383,034 418,979 332,931 2,552,963 66,834 233,532 350,657 292,802 153,464 - 66,834 - - - - 2,552,963 - 233,532 350,657 292,802 153,464 3.3.2 Measurement of Market Risk The Group adopts Non-VAR (Value-at-risk) approach for quantitative measurement and control of market risks in both trading and non-trading books. The Non -VAR (Value at risk) measurements includes: Duration; Factor Sensitivities (Pv01), Stress Testing, Aggregate Open Position etc. The measured risks are therefore monitored against the pre-set limits on a daily basis. All exceptions are investigated and reported in line with internal policies and guidelines. Limits are sets to reflect the risk appetite that is approved by the Board of Directors. These limits are reviewed, at least, annually or at a more frequent interval. Some of the limits include; Net Open Position (NOP- for foreign exchange); Aggregate Control Limits (for Securities); Management Action Trigger (MAT); Duration; Factor Sensitivities (Pv01); Permitted Instrument and Tenor Limits; Holding Period and Off Market Rate Tolerance limit. 73 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) Stress testing is an important risk management tool that is used by the Group as part of its enterprise-wide risk management. It is the evaluation of the Group’s financial position under severe but plausible scenarios to assist in decision- making. Stress testing provides the Group with the opportunity to spot emerging risks, uncover weak spots and take preventive action. It also alerts management to adverse unexpected outcomes related to a variety of risks and provides an indication of how much capital might be needed to absorb losses should large shocks occur. The Group adopts both single factor and multifactor stress testing approaches (sensitivity and scenario based) in conducting stress testing within the risk areas of liquidity, foreign exchange, interest rate, market and credit risks. Stress testing is conducted both on a regular and ad-hoc basis in response to changing financial, regulatory and economic environment/circumstances. 3.3.3 Foreign exchange risk Fluctuations in the prevailing foreign currency exchange rates can affect the Group's financial position and cash flows - 'on' and 'off' balance sheet. The Group manages part of the foreign exchange risks through basic derivative products and hedges (such as forwards and swaps). The risk is also managed by ensuring that all risks taken by the Group are within approved limits. In addition to adherence to regulatory limits, Zenith Group established various internal limits (such as non- VAR models, overall Overnight and Intra-day positions), dealer limits, as well as individual currency limits among others limits which are monitored by the Market Risk Department on a regular basis. These limits are set with the aim of minimizing the Group's risk exposures to exchange rates volatilities to an acceptable level. The Group's transactions are carried out majorly in four (4) foreign currencies with a significant percentage of transactions involving US Dollars. The Group uses the average interbank exchange rate for each foreign currency to value assets and liabilities denominated in foreign currencies. Group The table below summarizes the Group’s exposure to foreign currency exchange rate risk at December 31, 2017 and December 31, 2016. Included in the table are the Group’s financial instruments at carrying amounts (except for loans and advances to customers and other assets which are shown at their gross amount), categorised by currency. In millions of Naira At December 31, 2017 Assets Cash and balances with central banks Treasury bills Assets pledged as collaterals Due from other banks Derivative assets Loans and advances to customers (gross) Investment securities Other financial assets Liabilities Customer's deposits Derivative liabilities Other financial liabilities On-lending facilities Borrowings Debt securities issued Naira Dollar GBP Euro Others Total 517,794 799,992 468,010 9,574 57,219 1,357,236 116,112 77,328 385,147 74,511 - 424,742 - 719,066 213,587 - 5,802 23,279 - 19,850 - 873 - - 3,365 - - 36,120 - 2,027 1,252 - 45,554 39,035 - 5,517 - 21,161 - - 957,663 936,817 468,010 495,803 57,219 2,100,362 330,951 77,328 3,403,265 1,817,053 49,804 42,764 111,267 5,424,153 2,045,413 20,805 225,019 383,034 - - 1,193,820 - - - 356,496 332,931 2,674,271 1,883,247 37,972 - - - - - 37,972 11,832 33,100 - - - - - 33,100 9,664 127,610 - - - - - 3,437,915 20,805 225,019 383,034 356,496 332,931 127,610 4,756,200 (16,343) 667,953 Net on-balance sheet position 728,994 (66,194) 74 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) In millions of Naira At December 31, 2016 Assets Cash and balances with central banks Treasury bills Assets pledged as collaterals Due from other banks Derivative assets Loans and advances to customers (gross) Investment securities Other financial assets Liabilities Customer's deposits Derivative liabilities Other financial liabilities On-lending facilities Borrowings Debt securities issued Naira Dollar GBP Euro Others Total 606,079 40,877 11,131 10,971 - 669,058 463,787 325,575 17,538 - 1,298,192 117,055 25,557 34,959 - 392,618 82,860 969,109 43,984 - - - 2,855 - 878 - - - - 14,499 - 8,177 - - 58,613 2,768 31,947 - 84,453 38,439 2,474 557,359 328,343 459,457 82,860 2,360,809 199,478 28,031 2,853,783 1,564,407 14,864 33,647 218,694 4,685,395 2,003,939 - 24,877 350,657 - - 917,730 66,834 115,050 - 263,106 153,464 2,379,473 1,516,184 14,137 - 10,972 - - - 25,109 18,168 - 39,559 - - - 57,727 29,647 - - - - - 2,983,621 66,834 190,458 350,657 263,106 153,464 29,647 4,008,140 Net on-balance sheet position 474,310 48,223 (10,245) (24,080) 189,047 677,255 The Group’s exposure to foreign currency risk is largely concentrated in the US Dollar. Movement in exchange rate between the US Dollar, and the Nigerian Naira affects reported earnings through revaluation gain or loss and statement of financial position size through increase or decrease in the revalued amounts of assets and liabilities denominated in US Dollars. The table below shows the impact on the Group’s profit or loss and statements of financial position size if the exchange rate between the US Dollars, and Nigerian Naira had increased or decreased by 15% and 30%, with all other variables held constant. US Dollar effect of 15% up or (down) movement on profit before tax and statement of financial position size (in millions of Naira) 31-Dec-17 31-Dec-16 5,394 7,233 US Dollar effect of 30% up or (down) movement on profit before tax and statement of financial position size (in millions of Naira) 10,788 14,467 75 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) Bank The table below summarizes the Bank’s exposure to foreign currency exchange rate risk at December 31, 2017 and December 31, 2016. Included in the table are the Bank’s financial instruments at carrying amounts, categorised by currency. Net on-balance sheet position 714,245 (192,408) In millions of Naira At December 31, 2017 Assets Cash and balances with central banks Treasury bills Assets pledged as collaterals Due from other banks Derivative assets Loans and advances to customers (gross) Investment securities Other financial assets Liabilities Customer's deposit Derivative liabilities Financial liabilities On-lending facilities Borrowings Debt securities issued In millions of Naira At December 31, 2016 Assets Cash and balances with central banks Treasury bills Assets pledged as collaterals Due from other banks Derivative assets Loans and advances to customers (gross) Investment securities Other financial assets Liabilities Customer's deposits Derivative liabilities Financial liabilities On-lending facilities Borrowings Debt securities issued Naira Dollar GBP Euro Others Total 517,794 799,992 468,010 9,455 57,219 1,357,236 116,112 56,052 382,200 - - 239,299 - 614,988 1,702 - 5,438 - - 2,389 - 70 - - 1,833 - - 22,069 - 8,160 - - - - - 118 - 10 - - 907,265 799,992 468,010 273,331 57,219 1,980,464 117,814 56,052 3,381,870 1,238,190 7,897 32,062 128 4,660,147 2,045,413 20,805 218,373 383,034 - - 678,688 - - - 418,979 332,931 2,667,625 1,430,598 7,457 - - - - - 7,457 440 12,967 - - - - - 12,967 19,095 - - - - - - - 2,744,525 20,805 218,373 383,034 418,979 332,931 4,118,647 128 541,500 Naira Dollar GBP Euro Others Total 606,079 463,787 325,575 17,538 - 1,298,192 117,055 27,241 15,154 - - 323,227 82,860 890,607 1,567 342 3,623 - - 2,470 - - - - 2,529 - - 10,243 - 4,425 - - - - - 927 - 627,385 463,787 325,575 354,405 82,860 - - - 2,193,224 118,622 27,583 2,855,467 1,313,757 6,093 17,197 927 4,193,441 2,003,939 - 25,171 350,657 - - 536,332 66,834 196,845 - 292,802 153,464 2,379,767 1,246,277 5,388 - 563 - - - 5,951 142 7,304 - 10,953 - - - 18,257 - - - - - - - 2,552,963 66,834 233,532 350,657 292,802 153,464 3,650,252 (1,060) 927 543,189 Net on-balance sheet position 475,700 67,480 The Bank’s exposure to foreign currency risk is largely concentrated in US Dollar. Movement in exchange rate between the US Dollar, and the Nigerian Naira affects reported earnings through revaluation gain or loss and statement of financial position size through increase or decrease in the revalued amounts of assets and liabilities denominated in US Dollars. 76 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) The table below shows the impact on the Bank’s profit and statement of financial position size if the exchange rate between the US Dollars, and Nigerian Naira had increased or decreased by 15% and 30%, with all other variables held constant. In millions of Naira US Dollar effect of 15% up or (down) movement on profit before tax and balance sheet size 31-Dec-17 31-Dec-16 27,320 10,122 US Dollar effect of 30% up or (down) movement on profit before tax and statement of financial position size (in millions of Naira) 54,639 20,244 3.3.4 Interest Rate Risk The Group is exposed to a considerable level of interest rate risk especially on the banking book (i.e. the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates). Interest rate was quite volatile within the period (especially in the Nigerian environment) in various geographical regions where the Bank operates. The Group has a significant portion of its liabilities in non-rate sensitive liabilities. This helps it in minimizing the impact of the exposure to interest rate risks. The Group also enjoys some form of flexibility in adjusting both lending and deposits rates to reflect current realities. Group The table below summarizes the Group's interest rate gap position: In millions of Naira At December 31, 2017 Assets Cash and balances with central banks Treasury and other eligible bills (Amortized cost) Assets pledged as collateral Due from other banks Derivative assets Loans and advances to customers (Gross) Investment securities (Amortized cost and Fair value through OCI) Other financial assets Liabilities Customer deposits Derivative liabilities Other financial liabilities On-lending facilities Borrowings Debt securities issued Total interest repricing gap Note Carrying amount Rate sensitive Non rate sensitive 15 16 17 18 19 20 21 24 27 32 28 29 30 31 957,663 936,817 468,010 495,803 57,219 2,252,172 330,951 82,576 7,500 517,106 - 495,803 57,219 2,252,172 316,665 - 950,163 419,711 468,010 - 0 - 14,286 82,576 5,581,211 3,646,465 1,934,746 3,437,915 20,805 216,104 383,034 356,496 332,931 2,900,212 20,805 - 383,034 368,877 332,931 537,703 (0) 216,104 0 (12,381) - 4,747,285 4,005,859 741,426 833,926 (359,394) 77 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) At December 31, 2017 Assets Cash and balances with central banks Treasury bills Due from other banks Derivative assets Loans and advances to customers (Gross) Investment securities (Amortized cost and fair value through OCI) Liabilities Customer deposits Derivative liabilities On-lending facilities Borrowings Debt securities issued Up to 1 month 7,500 44,655 493,571 5,685 671,538 1 - 3 months 3 - 6 months 6 - 12 months Over 1 year Total rate sensitive - - - - 7,500 131,555 160 6,887 39,753 108,013 688 13,192 42,023 232,883 171 16,045 69,461 - 1,213 15,410 1,429,397 517,106 495,803 57,219 2,252,172 500 - - 4,712 311,453 316,665 1,223,449 178,355 163,916 323,272 1,757,473 3,646,465 1,013,580 3,906 63,413 - - 1,080,899 169,835 3,851 68,302 - - 241,988 16,271 1,716 2,360 - - 20,347 1,231 11,332 159 2,794 - 1,699,295 - 248,800 366,083 332,931 2,900,212 20,805 383,034 368,877 332,931 15,516 2,647,109 4,005,858 Total interest repricing gap 142,550 (63,633) 143,569 307,756 (889,636) (359,394) 78 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) At December 31, 2016 Assets Cash and balances with central banks Treasury and other eligible bills (Amortized cost) Assets pledged as collaterals Due from other banks Derivative assets Loans and advances to customers (gross) Investment securities (Amortized cost and Fair value through OCI) Other financial assets Note Carrying amount Rate sensitive Non rate sensitive 15 16 17 18 19 20 21 24 27 32 29 30 28 31 669,058 557,359 328,343 459,457 82,860 2,360,809 199,478 28,031 7,500 557,359 328,343 459,457 82,860 2,360,809 182,826 - 4,685,395 3,979,154 2,983,621 66,834 190,458 350,657 263,106 153,464 2,502,388 66,834 - 350,657 263,106 153,464 4,008,140 3,336,449 677,255 642,705 661,558 - - - - - 16,652 28,031 706,241 481,233 - 190,458 - - - 671,691 34,550 Up to 1 month 7,500 35,444 9,988 459,380 2,503 975,732 1 - 3 months 3 - 6 months 6 - 12 months Over 1 year Total rate sensitive - - - - 7,500 91,594 22,003 - 3,792 54,642 132,917 75,101 77 47,364 14,729 297,404 41,481 - 29,201 45,090 - 179,770 - - 1,270,616 557,359 328,343 459,457 82,860 2,360,809 11 26 68,183 735 113,871 182,826 1,490,558 172,057 338,371 413,911 1,564,257 3,979,154 977,723 1,575 32,293 30,968 - 1,042,559 104,904 4,117 64,710 45,995 - 219,726 20,332 45,534 629 62,926 - 1,231 15,608 9,000 59,398 839 1,398,197 - 244,025 63,819 152,626 2,502,387 66,834 350,657 263,106 153,465 129,421 86,076 1,858,667 3,336,449 Total interest repricing gap 447,999 (47,669) 208,950 327,835 (294,410) 642,705 The management of interest risk against interest rate gap limits is supplemented by monitoring the sensitivity of the Group’s financial assets and liabilities to various scenarios. Interest rate movement affects reported income by causing an increase or decrease in net interest income and fair value changes. The table below shows the impact on the Group’s profit before tax if interest rates on financial instruments held at amortized cost or at fair value had increased or decreased by 300 basis points, with all other variables held constant. In millions of Naira Effect of 300 basis points movement on profit before tax 31-Dec-17 31-Dec-16 16,572 5,114 79 Zenith Bank Plc Annual Report - December 31, 2017 Liabilities Customer deposits Derivative liabilties On-lending facilities Borrowings Financial liabilities Debt securities issued Total interest repricing gap In millions of Naira At December 31, 2016 Assets Cash and balances with central banks Treasury bills Assets pledged as collateral Due from other banks Derivative assets Loans and advances to customers (gross) Investment securities (Amortized cost and Fair value through OCI) Liabilities Customer deposits Derivative liabilities On-lending facilities Borrowings Debt securities issued ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) Bank The table below summarizes the Bank's interest rate gap position: In millions of Naira At December 31, 2017 Assets Cash and balances with central banks Treasury and other eligible bills Assets pledged as collateral Due from other banks Derivative assets Loans and advances to customers (gross) Investment securities (Amortized cost and Fair value through OCI) Other financial assets Note Carrying amount Rate sensitive Non-rate sensitive 15 16 17 18 19 20 21 19 27 32 28 29 30 31 907,265 799,993 468,009 273,331 57,219 2,117,069 117,814 42,752 7,500 517,106 136,438 97,160 57,219 2,117,069 32,266 - 899,765 282,887 331,571 176,171 - - 85,548 42,752 4,783,452 2,964,758 1,818,694 2,744,525 20,805 212,304 383,034 418,979 332,931 2,229,625 20,805 - 383,034 418,979 332,931 514,900 (0) 212,304 - (0) - 4,112,578 3,385,374 727,204 670,874 (420,616) 1,091,490 Up to 1 month 7,500 22,050 32,709 97,160 5,144 640,232 1 - 3 months 3 - 6 months 6 - 12 months Over 1 year Total rate sensitive - - - - 7,500 44,399 8,149 - 7,427 38,575 227,187 45,802 - 13,192 40,710 223,470 49,778 - 16,045 64,542 - - - 15,411 1,333,010 517,106 136,438 97,160 57,219 2,117,069 - - - - 32,266 32,266 804,795 98,550 326,891 353,835 1,380,687 2,964,758 850,077 3,389 34 119 - 853,619 117,790 4,368 28 98,755 - 220,941 2,706 1,716 821 107,568 - 112,811 849 11,332 1,285 115,128 - 1,258,203 - 380,866 97,408 332,931 2,229,625 20,805 383,034 418,979 332,931 128,594 2,069,408 3,385,374 Total interest repricing gap (48,824) (122,391) 214,080 225,241 (688,721) (420,616) 80 Zenith Bank Plc Annual Report - December 31, 2017 Liabilities Customer deposits Derivative liabilities Other financial liabilities On-lending facilities Borrowings Debt securities issued Total interest repricing gap In millions of Naira At December 31, 2017 Assets Cash and balances with central banks Treasury bills Assets pledged as collateral Due from other banks Derivative assets Loans and advances to customers (gross) Investment securities (Amortized cost and Fair value through OCI) Liabilities Customer deposits Derivative liabilities On-lending facilities Borrowings Debt securities ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) In millions of Naira At December 31, 2016 Assets Cash and balances with central banks Treasury and other eligible bills (Amortized cost) Assets pledged as collaterals Due from other banks Derivative assets Loans and advances to customers (gross) Investment securities (Amortized cost and Fair value through OCI) Other financial assets Liabilities Customer deposits Financial liabilities Derivative liabilities On-lending facilities Borrowings Debt securities issued Note Carrying amount Rate sensitive Non rate sensitive 15 16 17 18 19 20 21 24 27 13 28 32 29 30 627,385 463,787 325,575 354,405 82,860 2,193,224 118,622 27,583 7,500 463,787 325,575 354,405 82,860 2,193,224 101,970 - 4,193,441 3,529,321 2,552,963 233,532 66,834 350,657 292,802 153,464 2,070,809 - 66,834 350,657 292,802 153,464 3,650,252 2,934,566 619,885 - - - - - 16,652 27,583 664,120 482,154 233,532 - - - - 715,686 Total interest repricing gap 543,189 594,755 (51,566) At December 31, 2016 Assets Cash and balances with central banks Treasury bills Assets pledged as collateral Due from other banks Derivative assets Loans and advances to customers (gross) Investment securities (Amortized cost and Fair value through OCI) Liabilities Customer deposits Derivative liabilities On-lending facilities Borrowings Debt securities issued Total interest repricing gap Up to 1 month 1 - 3 months 3 - 6 months 6 - 12 months Over 1 year Total rate sensitive 7,500 30,869 9,988 354,329 2,503 - 81,706 22,003 - 3,792 - 101,096 75,101 76 47,364 - 250,116 41,481 - 29,201 - - 177,002 - - 7,500 463,787 325,575 354,405 82,860 933,926 54,134 14,480 44,844 1,145,840 2,193,224 - - 13,839 517 87,614 101,970 1,339,115 161,635 251,956 366,159 1,410,456 3,529,321 880,983 1,575 32,293 30,968 - 945,819 393,296 75,973 4,117 64,710 45,995 - 14,194 45,534 629 62,926 - 210 15,608 9,000 59,398 839 1,099,449 - 244,025 93,515 152,625 2,070,809 66,834 350,657 292,802 153,464 190,795 123,283 85,055 1,589,614 2,934,566 (29,160) 128,673 281,104 (179,158) 594,755 The management of interest risk against interest rate gap limits is supplemented by the monitoring of the sensitivity of the Group’s financial assets and liabilities to various scenarios. Interest rate movement affects reported income by causing an increase or decrease in net interest income and fair value changes. The table below shows the impact on the Bank’s profit before tax if interest rates on financial instruments held at amortized cost or at fair value had increased or decreased by 300 basis points, with all other variables held constant. In millions of Naira Effect of 300 basis points movement on profit before tax 31-Dec-17 31-Dec-16 20,887 246 81 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) The effect of 100 basis points movement on profit is considered moderate and we do not expect all the rates to move at the same time and in the same direction. This risk can largely be handled by the flexibility in the changing/adjusting rates on loans and deposits. 3.3.5 Equity and commodity price risk The Group is exposed to equity price risk as a result of holding non-quoted equity investments. Unquoted equity security held by the Group is mainly 4.59% equity holding in African Finance Corporation (AFC) valued at N14.10 billion (cost N6.4 billion) as at December 31, 2017. The AFC is a private sector-led investment bank and development finance institution which has the Central Bank of Nigeria (CBN) as the single major shareholder (42.5%) with other African financial institutions and investors holding the remaining shares. The AFC operates a US Dollar-denominated statement of financial position and provides financing in this currency. The Group does not deal in commodities and is therefore not exposed to any commodity price risk. The sensitivity analysis of unquoted equity is stated in section 3.5 (b). 3.4 Liquidity risk Liquidity risk is the potential loss arising from the Group’s inability to meet its obligations as they fall due or its inability to fund increases in assets without incurring unacceptable cost or losses. Liquidity risk is not viewed in isolation, because financial risks are not mutually exclusive and liquidity risk is often triggered by consequences of other bank risks such as credit, market and operational risks. 3.4.1 Liquidity risk management process The Group has a comprehensive liquidity risk management framework that ensures that adequate liquidity, including a cushion of unencumbered and high quality liquid assets is maintained at all times, to enable the Group withstand a range of stress events, including those that might involve loss or impairment of funding sources. The Group’s liquidity risk exposure is monitored and managed by the Asset and Liability Management Committee (ALCO) on a regular basis. This process includes: (a) Projecting cash flows and considering the level of liquid assets necessary in relation thereto; (b) Monitoring balance sheet liquidity ratios against internal and regulatory requirements; (c) Maintaining a diverse range of funding sources with adequate back-up facilities; (d) Managing the concentration and profile of debt maturities; (e) Monitoring deposit concentration in order to avoid undue reliance on large individual depositors and ensure a satisfactory overall funding mix; (f) Maintaining up-to-date liquidity and funding contingency plans. These plans identify early indicators of stress conditions and describe actions to be taken in the event of difficulties arising from systemic or other crises while minimizing any adverse long-term implications for the business; (g) Regular conduct of stress testing, coupled with testing of contingency funding plans from time to time. The Maximum Cumulative Outflow has remained positive all through the short tenor maturity buckets. Assessments are carried out on contractual basis. These reveal very sound and robust liquidity position of the Group. The Group maintains liquid assets and marketable securities adequate, within regulatory limits, to manage liquidity stress situation. 82 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) 3.4.2 Stress testing and contingency funding Stress testing The Group considers different liquidity risk mitigation tools, including a system of limits and liquidity buffers in order to be able to withstand a range of different stress events and adequately diversify funding structure and access to funding sources. Those events are regularly reviewed and monitored by the Asset and Liability Committee (ALCO). Alternative scenarios on liquidity positions and on risk mitigants are considered. In line with standard risk management practice and global best practice, the Group: (a). Conducts on a regular basis appropriate stress tests so as to; (i) (ii) Identify sources of potential liquidity strain; and Ensure that current liquidity exposures continue to conform to the liquidity risk tolerance established by the board. (b). Analyses the separate and combined impact of possible future liquidity stresses on: (i) (ii) Cash flows; Liquidity position; and (iii) Profitability. The Board and the Asset and Liability Committee (ALCO) regularly review the stresses and scenarios tested to ensure that their nature and severity remain appropriate and relevant to the Bank. These reviews take into the account the following; (a) Changes in market condition; (b) Changes in the nature, scale or complexity of the Bank's business model and activities; and (c) The Group's practical experience in periods of stress. The Group considers the potential impact of idiosyncratic Institution-Specific, market-wide and combined alternative scenarios while carrying out the test to ensure that all areas are appropriately covered. In addition, the Group also considers the impact of severe stress scenarios. Contingency Funding Plan The Group maintains a contingency funding plan which sets out strategies for addressing liquidity. The Plan: (a) outlines strategies, policies and plans to manage a range of stresses; (b) establishes a clear allocation of roles and clear lines of management responsibility; (c) is formally documented; (d) includes clear invocation and escalation procedures; (e) is regularly tested and the result shared with the ALCO and Board; (f) outlines that Group's operational arrangements for managing a huge funding run; (g) is sufficiently robust to withstand simultaneous disruptions in a range of payment and settlement; (h) outlines how the Group will manage both internal communications and those with its external stakeholders; and (i) establishes mechanisms to ensure that the Board and Senior Management receive management. As part of the contingency funding plan process, the Group maintains committed credit lines that can be drawn in case of liquidity crises. These lines are renewed as at when due. 83 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) 3.4.3 Funding approach Our sources of liquidity are regularly reviewed by both the ALCO and the Treasury Group in order to avoid undue reliance on large individual depositors and to ensure that a satisfactory overall funding mix is maintained at all times. The funding strategy is geared toward ensuring effective diversification in the sources and tenor of funding. The Group however places greater emphasis on demand deposits as against purchased funds in order to minimize the cost of funding. As part of the management of liquidity risk arising from financial liabilities, the Group holds liquid assets comprising cash and cash equivalents, and debt securities issued by sovereigns, which can be readily sold to meet liquidity requirements. In addition, the Group maintains agreed lines of credit with other banks. (a) Exposure to liquidity risk The key measure used by the Group for managing liquidity risk is the ratio of net liquid assets to deposits from customers. For this purpose, ‘net liquid assets’ includes cash and cash equivalents and investment-grade debt securities for which there is an active and liquid market less any balances with foreign banks and regulatory restricted cash. Customers' deposit excludes deposit denominated in foreign currencies. Details of the reported Group ratio of net liquid assets to deposits from customers at the reporting date and during the reporting period were as follows. At December 31, 2017 Average for the period Maximum for the period Minimum for the period (b) Liquidity reserve Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 69.66% 59.59% 51.88% 44.03% 52.15% 60.28% . 52.06% 54.94% 82.42% 70.76% 55.49% 63.27% 38.94% 53.09% 46.96% 44.03% The table sets out the component of the Group's liquidity reserve. Group 31-Dec-17 31-Dec-16 In millions of naira Carrying value Fair value Carrying value Fair value Cash and balances with Central Banks 310,549 310,549 140,874 140,874 Treasury Bills 419,711 314,046 482,978 475,552 Balances with other banks 201,982 201,982 155,859 155,859 Investment securities 316,850 174,227 182,826 177,806 Assets pledged as collaterals Total Bank 468,010 326,055 328,343 310,778 1,717,102 1,326,859 1,290,880 1,260,869 Cash and balances with Central Banks 260,180 260,180 99,378 99,378 Treasury Bills 282,886 214,046 389,406 375,552 Balances with other banks 8,733 8,733 17,537 17,537 Investment securities 103,713 84,227 101,970 95,557 Assets pledged as collaterals 468,010 326,055 325,575 310,778 Total 1,123,522 893,241 933,866 898,802 84 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Risk management (continued) 3. (c) Financial assets available to support funding The table below sets out the availability of the Group's financial assets to support future funding 'In millions of Naira Group Cash and balances with central banks Treasury bills Assets pledged as collateral Due from other banks Loans and advances Investment securities Financial assets At December 31, 2017 At December 31, 2016 Note Encumbered Unencumbered 15 Total Encumbered Unencumbered Total 16 17 18 20 21 24 647,114 - 468,010 - - - 79,677 310,549 936,817 - 495,803 2,100,362 330,951 5,964 957,663 936,817 468,010 495,803 2,100,362 330,951 85,641 528,184 - 328,343 - - - - 140,875 557,359 - 459,457 2,289,365 199,478 22,777 669,058 557,359 328,343 459,457 2,289,365 199,478 22,777 'In millions of Naira Bank Cash and balances with central banks Treasury bills Assets pledged as collateral Due from other banks Loans and advances Investment securities Financial assets At December 31, 2017 At December 31, 2016 Note Encumbered Unencumbered 15 Total Encumbered Unencumbered Total 16 17 18 20 21 24 647,114 - 468,010 - - - 36,788 260,181 799,992 - 273,331 1,980,464 117,814 5,964 907,295 799,992 468,010 273,331 1,980,464 117,814 42,752 528,007 - 325,575 - - - - 99,379 463,787 - 354,405 2,138,132 118,622 22,335 627,386 463,787 325,575 354,405 2,138,132 118,622 22,335 (d) Financial assets pledged as collateral The total financial assets recognized in the statement of financial position that have been pledged as collateral for liabilities as at December 31, 2017 and December 31, 2016 are shown above. Financial assets are pledged as collateral as part of sales and repurchases, borrowing transaction and collection agency transactions under terms that are usual for such activities. The Group does not hold any financial assets accepted as collateral that the Group is permitted to sell or repledge in the absence of default. 3.4.4 Liquidity gap analysis The table below presents the cash flows of the Group's financial assets and liabilities and other liabilities by their remaining contractual maturities at the statement of financial position date. The amounts disclosed in the table are the contractual undiscounted cash flows, whereas the Group manages the inherent liquidity risk based on expected undiscounted cash flows. The Group's loan disbursement processes are centralized and controlled by Credit Risk Management Group (CRMG) of each banking subsidiary. All loan commitments advised to customers in offer letters are contingent on the satisfaction of conditions precedent to draw down and availability of funds. Additionally, the Group retains control of drawings on approved loan facilities, through a referral method, where any such drawings must be sanctioned before it is processed. This ensures that the Group's commitments on any loan is to the extent of the drawn amount at any point in time. 85 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Risk management (continued) 3. Group At December 31, 2017 In millions of Naira Note Up to 1 month 1 - 3 months 3 - 6 months 6 - 12 months Over 1 year Carrying amount Gross nominal inflow/ (outflow) Assets Non-derivative assets Cash and balances with central banks Treasury bills 16 Assets pledged as collateral 17 18 Due from other banks Loans and advances to customers 20 21 Investment securities 15 306,822 44,655 45,246 487,668 671,539 500 - - 647,112 - 953,934 957,663 131,555 108,013 82,995 688 42,023 - 63,239 160 39,753 - 642,255 75,549 171 - 200,982 1,213 936,817 468,010 495,803 69,461 1,423,541 2,246,316 2,246,316 330,951 926,479 468,011 489,900 330,767 325,555 4,712 19 27 28 29 30 31 32 Derivative assets Trading: Inflow Outflow Risk management: Inflow Outflow Liabilities Non-derivative liabilities Customer's deposits Financial liabilities On-lending facilities Borrowings Debt securities issued Derivative liabilities Trading: Inflow Outflow Risk management: Inflow Inflow 1,556,430 234,707 233,719 1,439,260 1,951,291 5,415,407 5,435,560 - 5,685 11,669 - 6,887 13,926 - 13,192 - - 16,045 - - 15,409 - - 57,219 25,595 57,219 - - - - - - - - - - - - - - - - - - - - - - - 17,354 20,813 13,192 16,045 15,409 82,814 57,219 3,227,703 - 63,413 - - 169,835 - 68,302 - - 16,271 - 2,360 - - 1,219 230,857 159 2,794 2,618 84 3,415,112 3,415,112 230,857 383,034 368,877 332,931 230,857 383,034 368,877 332,931 - 248,800 366,083 330,313 3,291,116 238,137 18,631 237,647 945,280 4,730,811 4,730,811 3,906 - 3,851 - 1,716 35,156 11,332 - - - - - - - - - - - - - 3,906 3,851 36,872 11,332 20,805 35,156 20,805 - - - - - - - - 55,961 20,805 - - - - - - 86 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) At December 31, 2016 In millions of Naira Note Up to 1 month 1 - 3 months 3 - 6 months 6 - 12 months Over 1 year Carrying amount Gross nominal inflow/ (outflow) 15 Assets Non-derivative assets Cash and balances with central banks 16 Treasury bills 17 Assets pledged as collateral Due from other banks 18 Loans and advances to customers 20 21 Investment securities 24 Other financial assets 140,874 38,385 19,959 440,108 975,732 2,888 4,466 - - 528,184 - 669,058 669,058 93,888 139,939 81,943 22,543 16,808 7,379 14,729 54,642 78,868 3,148 - - 586,755 - 314,543 740,766 541,077 75,244 15,154 481,483 2,034 45,090 1,270,634 2,360,827 291,181 198,533 22,777 - 7,744 18,311 557,359 328,343 459,457 2,289,365 199,478 22,777 1,622,412 181,600 332,287 1,004,270 2,012,278 5,152,847 4,525,837 Derivative assets Trading: Inflow Outflow Risk management: Inflow Outflow Liabilities Non-derivative liabilities Customer's deposits Financial liabilities On-lending facilities Borrowings Debt securities issued Financial guarantees contracts Derivative liabilities Trading: Outflow Inflow Risk management: Outflow Inflow 19 - - - - - - 82,860 46,546 - 46,120 178,821 - - 109,806 - 36,399 - 417,692 - - - - - - - - - - - - - - - - - - - - - - - - 46,546 46,120 178,821 109,806 36,399 417,692 82,860 27 28 29 30 31 38 32 2,857,864 117,857 32,293 30,934 - 28,213 104,904 - 64,710 45,981 - 75,565 20,332 - 629 63,034 4,770 79,004 1,283 67,984 9,000 59,458 4,770 106,236 160 2,984,543 256,835 350,657 292,853 176,474 560,704 70,994 244,025 93,446 166,934 271,686 2,983,621 190,458 350,657 263,106 153,464 560,704 3,067,161 291,160 167,769 248,731 847,245 4,622,066 4,502,010 - - - - - - 66,834 45,531 - 41,042 183,080 - - 23,306 - 24,267 - 317,226 - - - - - - - - - - - - - - - - - - - - - - - - 45,531 41,042 183,080 23,306 24,267 317,226 66,834 87 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) Bank At December 31, 2017 In millions of Naira Note Up to 1 month 1 - 3 months 3 - 6 months 6 - 12 months Over 1 year Carrying amount Gross nominal inflow/ (outflow) 15 Assets Non-derivative assets Cash and balances with central banks 16 Treasury bills 17 Assets pledged as collateral Due from other banks 18 Loans and advances to customers20 21 Investment securities 24 Other financial assets 260,180 29,046 57,915 273,331 640,232 2,396 36,139 - - 647,085 - 907,265 907,265 93,640 317,228 89,462 64,662 - - 40,710 38,575 4,038 5,398 - - 427,562 96,869 - - 621,959 - 867,476 930,867 273,331 64,543 1,333,010 2,117,069 234,461 212,755 42,752 6,613 9,874 - 799,992 468,010 273,331 2,117,069 117,814 34,003 19 27 28 29 30 31 32 Derivative assets Trading: Inflow Outflow Risk management: Inflow Outflow Liabilities Non-derivative liabilities Customer's deposits Financial liabilities On-lending facilities Borrowings Debt securities issued Derivative liabilities Trading: Inflow Outflow Risk management: Inflow Outflow 1,299,239 202,275 451,438 1,245,933 62,195,901,333,010 5,373,221 4,717,484 - 5,685 11,669 - 6,887 13,926 - 13,192 - - 16,045 - - 15,409 - - 57,219 25,595 57,219 - - - - - - - - - - - - - - - - - - - - - - - 17,354 20,813 13,192 16,045 15,409 82,814 57,219 2,623,192 - 63,413 2,769 - 117,790 - 68,302 2,706 - 2,360 111,047 113,937 - - 837 11,930 159 129,155 2,618 0 2,744,525 11,930 - 383,034 248,800 438,777 81,869 332,931 330,313 2,744,525 11,930 383,034 418,979 332,931 2,689,374 297,139 119,003 144,699 660,982 3,911,197 3,891,399 - 3,906 - - 3,851 - - 1,716 35,156 - 11,332 - - - - - - - - - - - - - 3,906 3,851 36,872 11,332 - - - - - - - - 20,805 35,156 20,805 - - - - - - - - 55,961 20,805 88 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) At December 31, 2016 In millions of Naira Note Up to 1 month 1 - 3 months 3 - 6 months 6 - 12 months Over 1 year Carrying amount Gross nominal inflow/ (outflow) 15 Assets Non-derivative assets Cash and balances with central banks 16 Treasury bills 17 Assets pledged as collateral Due from other banks 18 Loans and advances to customers 20 21 Investment securities 24 Other financial assets 19 27 28 29 30 31 38 32 Derivative assets Trading: Inflow Outflow Risk management: Inflow Outflow Liabilities Non-derivative liabilities Customer's deposits Financial liabilities On-lending facilities Borrowings Debt securities issued Financial guarantees contracts Derivative liabilities Trading: Inflow Outflow Risk management: Outflow Inflow 99,379 - - 528,006 - 627,385 627,385 31,012 19,959 313,030 933,926 2,877 6,435 490,416 - 84,030 108,119 267,255 740,766 541,077 75,244 81,943 22,543 15,154 16,808 7,379 354,405 2,034 44,843 1,145,841 2,193,224 14,480 54,134 210,325 172,276 24,524 3,122 22,335 15,900 - - 7,526 - 463,787 325,575 354,405 2,193,224 118,622 22,335 1,406,618 171,208 245,874 938,028 1,877,128 4,638,856 4,105,333 - 46,546 - - - - - - 46,120 178,821 109,806 - - - - - 36,399 - - 417,692 - 82,860 - - - - - - - - - - - - - - - - - - - - 46,546 46,120 178,821 109,806 36,399 417,692 82,860 2,462,534 117,751 32,293 30,934 - 25,854 75,973 - 64,710 45,981 - 75,565 14,195 262 - 110,512 9,000 59,458 4,770 79,004 106,236 629 63,034 4,770 - 2,552,964 283,355 350,657 292,853 176,474 558,345 55,092 244,025 93,446 166,934 271,686 2,552,963 233,532 350,657 292,802 153,464 513,832 2,669,366 262,229 161,632 290,238 831,183 4,214,648 4,097,250 - 45,531 - - - - - - 41,042 183,080 - - - 23,306 - - 24,267 - - 317,226 - 66,834 - - - - - - - - - - - - - - - - - - - - 45,531 41,042 183,080 23,306 24,267 317,226 66,834 89 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Risk management (continued) 3. Liquidity gap analysis (continued) The amounts in the table above have been compiled as follows. Type of financial instrument Basis on which amounts compiled Non-derivative financial liabilities and financial assets Undiscounted cash flows, which include estimated interest payments. Issued financial guarantee contracts Derivative financial liabilities and financial assets held for risk management purposes Trading derivative liabilities and assets forming part of the Group’s proprietary trading operations that are expected to be closed out before contractual maturity Trading derivative liabilities and assets that are entered into by the Group with its customers Earliest possible contractual maturity. For issued financial guarantee contracts, the maximum amount of the guarantee is allocated to the earliest period in which the guarantee could be called. Contractual undiscounted cash flows. The amounts shown are the gross nominal inflows and outflows for derivatives that have simultaneous gross settlement (e.g. forward exchange contracts and currency swaps) and the net amounts for derivatives that are net settled. Fair values at the date of the statement of financial position. This is because contractual maturities do not reflect the liquidity risk exposure arising from these positions. These fair values are disclosed in the ‘less than one month’ column. Contractual undiscounted cash flows. This is because these instruments are not usually closed out before contractual maturity and so the Group believes that contractual maturities are essential for understanding the timing of cash flows associated with these derivative positions. The Group’s expected cash flows on some financial assets and financial liabilities vary significantly from the contractual cash flows. The principal difference is on demand deposits from customers which are expected to remain stable or increase. As part of the management of liquidity risk arising from financial liabilities, the Group holds liquid assets comprising cash and cash equivalents, and debt securities issued by sovereigns, which can be readily sold to meet liquidity requirements. In addition, the Group maintains agreed lines of credit with other banks and holds unencumbered assets that are eligible for use as collateral with central banks (these amounts are referred to as the ‘Group’s liquidity reserves’). 90 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) 3.5 Fair value of financial assets and liabilities IFRS 7 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources; unobservable inputs reflect the Group's market assumptions. These two types of inputs have created the following fair value hierarchy. (a) Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. (b) Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). (c) Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs). This hierarchy requires the use of observable market data when available. The Group considers relevant and observable market prices in its valuations where possible. Classification of financial assets and liabilities and fair value hierarchy Group The table below sets out the Group's classification of each class of its financial assets and liabilities. Note Carrying At December 31, 2017 Fair value Fair value hierarchy Carrying value At December 31, 2016 Fair value Fair value hierarchy In millions of Naira Assets Carried at FVTPL: Treasury bills Investment securities (FGN bonds) Derivative assets Carried at FVOCI: Investment securities (unquoted) value 16 21 19 21 547,656 32,266 547,656 32,266 57,219 57,219 14,101 14,101 15 Carried at amortized cost: Cash and balances with central banks Treasury bills 16 Assets pledged as collateral 17 18 Due from other banks 20 Loans and advances to customers (gross) Investment securities Other financial assets 21 24 957,663 679,915 389,161 468,010 495,803 2,252,172 314,046 326,055 495,803 1,546,337 284,584 77,328 174,227 28,388 Liabilities Carried at FVTPL Derivative liabilities Carried at FVTPL Customer's deposits Other financial liabilities On-lending facilities Borrowings Debt securities issued 32 27 28 29 30 31 20,805 20,805 3,437,915 216,104 383,034 356,496 332,931 2,935,105 158,160 339,995 335,504 251,961 1 1 2 3 - 1 1 2 3 1 - 2 - - 3 3 2 74,381 9,702 74,381 9,702 82,860 82,860 16,652 16,652 669,058 669,058 482,978 328,343 459,457 2,360,809 375,552 277,189 459,457 3,377,671 173,124 22,777 254,861 10,715 66,834 66,834 2,983,621 190,458 350,657 263,106 153,464 2,766,629 191,040 288,682 523,465 128,034 1 1 2 3 - 1 1 2 3 1 - 2 - - 3 3 2 91 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Risk management (continued) 3. Bank The table below sets out the Bank's classification of each class of its financial assets and liabilities. Note Carrying At December 31, 2017 Fair value Fair value hierarchy Carrying value At December 31, 2016 Fair value Fair value hierarchy In millions of Naira Assets Carried at FVTPL: Treasury bills Investment securities (FGN bonds) Derivative assets Carried at FVOCI: Investment securities (Unquoted) value 16 21 19 21 547,656 32,266 547,656 32,266 57,219 57,219 14,101 14,101 15 Carried at amortized cost: Cash and balances with central banks Treasury bills 16 Assets pledged as collateral 17 18 Due from other banks 20 Loans and advances to customers (gross) Investment securities Other financial assets 21 24 907,265 907,265 282,886 468,010 273,331 2,117,069 246,210 407,334 273,331 1,449,107 71,447 42,752 72,748 40,546 Liabilities Carried at FVTPL Derivative liabilities Carried at amortized cost: Customer's deposits Other financial liabilities On-lending facilities Borrowings Debt securities issued 32 27 28 29 30 31 20,805 20,805 2,744,525 212,304 383,034 418,979 332,931 2,481,971 168,830 339,995 335,504 251,961 1 1 2 3 - 1 1 - 3 1 - 2 - - 3 3 2 74,381 9,702 74,381 9,702 82,860 82,860 16,652 16,652 627,385 627,385 389,406 325,575 354,405 2,193,224 375,552 277,189 354,405 1,411,876 92,268 22,335 167,231 10,268 66,834 66,834 2,552,963 233,532 350,657 292,802 153,464 2,369,752 234,108 288,682 241,053 128,034 1 1 2 3 - 1 1 - 3 1 - 2 - - 3 3 2 Where available, the fair value of loans and advances is based on observable market transactions. Where observable market transactions are not available, fair value is estimated using valuation models, such as discounted cash flow techniques. Input into the valuation techniques includes expected lifetime credit losses, interest rates, prepayment rates* and primary origination or secondary market spreads. For collateral – dependent impaired loans, the fair value is measured based on the value of the underlying collateral. The fair value of deposits from banks and customers is estimated using discounted cash flow techniques, applying the rates that are offered for deposits of similar maturities and terms. The fair value of deposits payable on demand is the amount payable at the reporting date. 92 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Risk management (continued) 3. Financial instruments measured at fair value At December 31, 2017 In millions of Naira Financial assets Treasury bills (FVTPL) Investment securities (FVTPL) - FGN Bonds Derivative assets Derivative liabilities Investment securities (Unquoted) Reconciliation of Level 3 items At 1 January Disposal recognised through profit or loss Loss recognised through other comprehensive income At December 31, 2017 At December 31, 2016 In millions of Naira Financial assets Treasury bills (FVTPL) Investment securities (FVTPL)-FGN bonds Derivative assets Derivative liabilities Investment securities -Unquoted Reconciliation of Level 3 items At 1 January Gains/(losses) recognised through profit or loss Gains/(losses) recognised through other comprehensive income At December 31, 2016 16 21 19 32 21 16 21 19 32 21 Level 1 Level 2 Level 3 547,656 32,266 - - - 579,922 - - 57,219 20,805 - 78,024 - - - - 14,101 14,101 16,652 - (2,551) 14,101 Level 1 Level 2 Level 3 74,381 9,702 - - - 84,083 - - 82,860 66,834 - 149,694 - - - - 16,652 16,652 10,697 (681) 6,636 16,652 93 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) Level 3 fair value measurements (a) Unobservable inputs used in measuring fair value The table below sets out information about significant unobservable inputs used at December 31, 2017 and December 31, 2016 in measuring financial instruments categorized as level 3 in the fair value hierarchy Type of financial instrument Significant unobservable input Fair values at 31 Dec, 2017 Valuation technique Range of estimates (average) for unobservable inputs Fair value measurement sensitivity to unobservable inputs Unquoted equity investment N14.03 billion Equity DCF model. -Discount rate. -Estimate cash flow. Risk premium of 11.50 -12.50% (12.09%) above risk- free interest rate (2.38%) (31 Dec. 2016:11.50-12.50% (12.09%) above risk free rate (2.49%)) 5-year Compound Annual Growth Rate (CAGR) of cash flow of 16-17% (16.96%) (December 2016: 16- 17% (14.4%)) A significant increase in the risk premium above the risk rate would result in a lower fair value. A significant increase in the CAGR of cash flow would result in a higher fair value Risk premium is determined by adding country risk premium to the product of market premium and equity beta. (b) The effect of unobservable inputs on fair value measurements Although the Group believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. For fair value measurement in Level 3, changing one or more of the assumptions would have the following effects. Effect on OCI In millions of Naira Unquoted investment securities At December 31, 2017 At December 31, 2016 Favourable changes Un- favourable changes Favourable changes Un- favourable changes 0.92 (0.40) 0.90 (0.83) The favourable and unfavourable effects of using reasonably possible alternative assumptions for valuation of unquoted equity securities have been calculated by recalibrating the model values using unobservable inputs based on upper and lower quartile respectively of the Group’s range of possible estimates. Key inputs and assumptions used in the model at December 31, 2017 included a risk premium 12.09% above the risk-free interest rate of 2.38% (with reasonably possible alternative assumptions of 12.0% and 12.30%) (December 31, 2016: 11.50% - 12.50% (12.09%) respectively above risk free rate of 2.49%). The fair value of the unquoted equity holding in African Finance Corporation (AFC) is determined using equity discounted cash flow model. Inputs into the model include estimated future cash flows to equity, valuation horizon and Capital Asset Pricing Model (CAPM) discount rate (Risk free rate plus risk premium). (c) Fair valuation methods and assumptions (i) Cash and balances with central banks Cash and balances with Central banks represent cash held (including mandatory cash reserve requirements of December 31, 2017: N647 billion, December 31, 2016: N528 billion) with Central banks of the various jurisdictions in which the Group operates. The fair value of these balances is their carrying amounts. 94 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Risk management (continued) 3. (ii) Due from other banks Due from other banks represents balances with local and correspondence banks, inter-bank placements and items in the course of collection. The fair value of the current account balances, floating placements and overnight deposits are their carrying amounts. (iii) Treasury bills and investment securities Treasury bills represent short term instruments issued by the Central banks of the jurisdiction where the Group has operations. The fair value of treasury bills and bonds at fair value through profit or loss are determined with reference to quoted prices (unadjusted) in active markets for identical assets. The estimated fair value of treasury bills and bonds at amortized cost represents the discounted amount of estimated future cash flows expected to be received. Expected cash flows are discounted at current market rates to determine fair value. The fair values of quoted equity securities are determined by reference to quoted prices (unadjusted) in active markets for identical instruments. The fair value of the unquoted equity holding in AFC is determined on the basis of the discounted cashflow methodology which takes into account the discounted stream of estimated future income and free cashflows of the investment. Subsequently, the percentage holding of the Bank is then applied on the derived company value. (iv) Loans and advances to customers Loans and advances are carried at amortized cost net of provision for impairment. The estimated fair value of loans and advances represents the discounted amount of estimated future cash flows expected to be received. Expected cash flows are discounted at current market rates to determine fair value. (v) Other financial assets/financial liabilities Other financial assets/financial liabilities represent monetary assets, which usually have a short recycle period and as such, whose fair values approximate their carrying amount. (vi) Customer deposits and borrowings The estimated fair value of deposits with no stated maturity, which includes non-interest-bearing deposits, is the amount repayable on demand. The estimated fair values of fixed interest-bearing deposits and borrowings are determined using a discounted cash flow model based on a current yield curve appropriate for the remaining term to maturity. (vii) Derivatives The Group uses widely recognised valuation models for determining the fair value of common and simple financial instruments, such as interest rate and currency swaps that use only observable market data and require little management judgement and estimation. Observable prices or model inputs are usually available in the market for listed debt and equity securities, exchange-traded derivatives and simple OTC derivatives such as interest rate swaps. Availability of observable market prices and model inputs reduces the need for management judgement and estimation and also reduces the uncertainty associated with determining fair values. Availability of observable markets prices and inputs varies depending on the products and markets and is prone to changes based on specific events and general conditions in the financial markets. 3.6 Capital management The strategy for assessing and managing the impact of our business plans on present and future regulatory capital forms an integral part of the Group’s strategic plan. Specifically, the Group considers how the present and future capital requirements will be managed and met against projected capital requirements. This is based on the Group's assessment and against the supervisory/regulatory capital requirements taking account of the Group business strategy and value creation to all its stakeholders. The Group prides itself in maintaining very healthy capital adequacy ratio in all its areas of operations. Capital levels are determined either based on internal assessments or regulatory requirements. The Group maintained capital levels above the regulatory minimum prescribed in all its operating jurisdictions. The recent technical Naira devaluation impacted the capital adequacy ratio (CAR) via the increase in the naira equivalent of exposures denominated in Foreign Currencies. However, actual and projected increase in the exchange rate, sees the group’s Capital Adequacy Ratio at comfortable region. 95 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) The Group's Capital Adequacy is reviewed regularly to meet regulatory requirements and standard of international best practices. The Group adopts and implements the decisions necessary to maintain the capital at a level that ensures the realisation of the business plan with a certain safety margin. The Group undertakes a regular monitoring of capital adequacy and the application of regulatory capital by deploying internal systems based on the guidelines provided by the Central Bank of Nigeria (CBN) and the regulatory authorities of the subsidiaries for supervisory purposes. The Group has consistently met and surpassed the minimum capital adequacy requirements applicable in all areas of operations. Most of the Group's capital is Tier 1 (Core Capital) which consists of essentially share capital and reserves created by appropriations of retained earnings. Banking subsidiaries in the Group, which are not incorporated in Nigeria, are directly regulated and supervised by their local banking regulators and are required to meet the capital requirement directive of the local regulatory jurisdiction. Parental support and guidance are given at the Group level at which the risk level in relation to capital level and adequacy is closely monitored. The Group meet all capital requests from these regulatory jurisdictions and determines the adequacy based on its expansion strategies and internal capital assessments. The Group’s capital plan is linked to its business expansion strategy, which anticipates the need for growth and expansion in its branch network and IT infrastructure. The capital plan sufficiently meets regulatory requirements as well as providing adequate cover for the Group’s risk profile. The Group's capital adequacy remains strong and the capacity to generate and retain reserves continues to grow. The Group will only seek additional capital where it finds compelling business need for it and with the expectation that the returns would adequately match the efforts and risks undertaken. The following sources of funds are available to the Group to meet its capital growth requirements: (a) Profit from Operations :The Group has consistently reported good profit, which can easily be retained to support the capital base. (b) Issue of Shares: The Group has successfully assessed the capital market to raise equity, and more recently the Group raised US $500 million Eurobond. With such experiences, the Group is confident that it can access the capital market when the need arises. (c) Bank Loans (long term/short term). In 2014 financial year, Zenith Bank commenced capital computations in accordance with Basel II standard under the guidelines issued by the Central Bank of Nigeria. The guidelines require capital adequacy computations based on the Standardized Measurement Approach for Credit Risk and Market Risk while Basic Indicator Measurement Approach was advised for Operational Risk. The capital requirement for the Bank has been set at 15% and an addition of 1% as a Systemically Important Bank (SIB) in accordance with the guidelines. The table below shows the computation of the Group's capital adequacy ratio for the year ended December 31, 2017 as well as the 31 December, 2016 comparatives. During those two periods, the individual entities within the Group complied with all of the externally imposed capital requirements to which they are subject. The Group and Bank's capital adequacy ratio are above the minimum statutory requirement. 96 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) In millions of Naira Tier 1 capital Share capital Share premium Statutory reserves SMEIES reserve Retained earnings Group Bank December 31, 2017 December 31, 2016 Basel II Basel II 15,698 255,047 112,114 3,729 267,008 15,698 255,047 135,686 3,729 365,757 December 31, 2017 December 31, 2016 Basel II Basel II 15,698 255,047 104,293 3,729 218,507 15,698 255,047 127,865 3,729 296,787 Total qualifying Tier 1 capital 775,917 653,596 699,126 597,274 Deferred tax assets Intangible assets Investment in capital of financial subsidiaries (9,561) (12,989) - (6,440) (4,645) - (9,197) (12,088) (25,604) (6,041) (3,903) (22,053) Adjusted Total qualifying Tier 1 capital 753,367 642,511 652,237 565,277 Tier 2 capital Other comprehensive income (OCI) Total qualifying Tier 2 capital Investment in capital and financial subsidiaries Net Tier 2 Capital Total regulatory capital Risk-weighted assets Credit risk Market risk Operational risk 42,082 42,082 - 42,082 795,449 39,415 39,415 - 39,415 681,926 (8,399) (8,399) 10,950 10,950 8,399 (10,950) - - 652,237 565,277 2,306,892 84,690 595,934 2,406,800 17,684 554,772 2,066,961 62,956 540,331 2,109,275 5,875 509,493 Total risk-weighted assets 2,987,516 2,979,256 2,670,248 2,624,643 Risk-weighted Capital Adequacy Ratio (CAR) %27 %23 %24 %22 97 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) 3.7 Operational risk Operational Risk is the risk of loss resulting from inadequate and /or failed internal processes, people and systems or from external events, including legal risk and any other risks that is deemed fit on an ongoing basis but exclude reputation and strategic risks. Operational risk exists in all products and business activities. The Group has a broad Operational Risk management framework which defines the set of activities designed to proactively identify, assess and manage all operational risk components by aligning the people, technology and processes with best risk management practices towards enhancing stake holders' value and sustaining industry leadership. Operational risk objectives include the following: (a) To provide clear and consistent direction in all operations of the group; (b) To provide a standardised framework and appropriate guidelines for creating and managing all operational risk exposures; and (c) To enable the group identify and analyse events (both internal and external) that impact on its business. The Operational Risk unit constantly conducts reviews to identify and assess the operational risk inherent in all material products, activities, processes and systems. It also ensures that all business units within the Bank monitor their operational risks using set standards and indicators. Significant issues and exceptions are reported to Risk Management and are also identified by the independent risk function for discussion at the risk management committee. Disaster recovery procedures, business continuity planning, self-compliance assurance and internal audit also form an integral part of our operational risk management process. There was no significant financial loss resulting from operational risk incidence during the period across the Group. However, the terrorrist activities in the North-East part of Nigeria impacted on business operation in those locations to a certain extent. 3.8 Strategic risk Strategic risk is a possible source of loss that might arise from the pursuit of an unsuccessful business plan. Strategic risk examines the impact of design and implementation of business models and decisions on earnings and capital as well as the organisation's responsiveness to industry changes. Processes and procedures have been established to ensure that the right models are employed and appropriately communicated to all decision makers in the Group on issues relating to strategic risk management. This has essentially driven the Group’s sound banking culture and performance record to date. 3.9 Legal risk Legal risk is defined as the risk of loss due to defective contractual arrangements, legal liability (both criminal and civil) incurred during operations by the inability of the organisation to enforce its rights, or by failure to address identified concerns to the appropriate authorities where changes in the law are proposed. The Group manages this risk by monitoring new legislation, creating awareness of legislation among employees, identifying significant legal risks as well as assessing the potential impact of these. Legal risks management in the Group is also being enhanced by appropriate product risk review and management of contractual obligations via well documented Service Level Agreements and other contractual documents. 98 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 3. Risk management (continued) 3.10 Reputational risk Reputational risk is defined as the risk of indirect losses arising from a decline in the bank’s reputation among one or multiple bank stakeholders. The risk can expose the Group to litigation, financial loss or damage to its reputation. The Group's reputation risk management philosophy involves anticipating, acknowledging and responding to changing values and behaviours on the part of a range of stakeholders. Accordingly, the following are the roles and responsibilities: (a) Board and senior management oversee the proper set-up and effective functioning of the reputational risk management framework; (b) Enterprise Risk Management Policy/Strategy (ERSP) is responsible for supporting the Board and senior management in overseeing the implementation of reputational risk management framework; and (c) Corporate Communications is responsible for managing both the internal and external communications that may impact the reputation of the Bank. The process of reputation risk management within the Bank encompasses the following steps: (a) Identification: Recognizing potential reputational risk as a primary and consequential risk; (b) Assessment: Conducting qualitative assessment of reputational risk based on the potential events that have been identified as reputational risk; (c) Monitoring: Undertaking frequent monitoring of the reputational risk drivers; (d) Mitigation and Control: Establishing preventive measures and controls for management of reputational risk and tracking mitigation actions; (e) Independent review: Subjecting the reputational risk measures and mitigation techniques to regular independent review by internal auditors and/or external auditors; and (f) Reporting: Generating regular, action-oriented reports for management review. 3.11 Taxation risk Taxation risk refers to the risk that new taxation laws will adversely affect the Group and/or the loss as a result of non- compliance with tax laws. The taxation risk is managed by monitoring applicable tax laws, maintaining operational policies that enable the Group to comply with taxation laws and, where required, seeking the advice of tax specialists. 3.12 Regulatory risk The Group manages the regulatory risk to which it is potentially exposed by monitoring new regulatory rules and applicable laws, and identifying significant regulatory risks. The Group strives to maintain appropriate procedures, processes and policies that enable it to comply with applicable regulation. The Group maintains zero tolerance posture for any regulatory breach in all its area of operations. 3.13 Sustainability Report Our sustainability journey started with the establishment of the Zenith Philanthropy unit, which was charged with the responsibility of seeking out worthy projects that positively impacts the lives of people and the communities at large. Learning from our long experience in philanthropic community development and support, the Group realized the opportunity to achieve greater impacts by delivering on its community commitment through a more strategic approach and consequently established Corporate Social Responsibility (CSR) vision and mission. As global awareness on sustainable development became prevalent, the Group commenced a project to increase its level of environmental compliance. Today, we continue to expand on our community initiatives, but are striving to integrate sustainability into everything we do. Under our newly developed sustainability strategy and framework we are working to entrench the Nigerian Sustainability Banking Principles (NSBP) into the DNA of our business. A detailed report covering our landmark achievements as well as our desired growth aspirations on sustainability was issued in August 2016 and is available on our website. 99 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 4 Critical accounting estimate and judgements The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 4.1 Impairment losses on loans and advances The Group reviews its loan portfolios to assess impairment at least on half yearly basis. In determining whether an impairment loss should be recognised, the Group makes judgements as to whether there is any observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of loans before the decrease can be identified with an individual loan in that portfolio. This evidence may include observable data indicating that there has been an adverse change in the payment status of borrowers in a group, or national or local economic conditions that correlate with defaults on assets in the group. Management uses estimates based on historical loss experience for assets with credit risk characteristics and objective evidence of impairment similar to those in the portfolio when scheduling its future cash flows. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience. The specific component of total allowance for impairment applies to credits evaluated individually for impairment and is based upon management’s best estimate of the present value of the cash flows that are expected to be received. In estimating these cash flows, management makes judgment about a customer’s financial situation and the net realizable value of any underlying collateral. Each impaired asset is assessed on its merits, and the workout strategy and estimates of cash flows considered recoverable are independently reviewed and approved. Collectively assessed impairment allowances cover credit losses inherent in portfolios with similar economic characteristics when there is objective evidence to suggest that they contain impaired claims, but the individual impaired items cannot be identified. In assessing the need for collective loan assessment, management considers factors such as credit quality, portfolio size, concentrations, and economic factors. In estimating the required allowance, assumptions are made to define how inherent losses are modelled and to determine the required input parameter, based on historical experience and current economic conditions. The accuracy of allowance depends on how well future cash flows and the model assumptions and parameters are estimated. Loans that are above N500 million are considered significant. 4.2 Determining fair values The determination of fair value for financial assets and liabilities for which there is no observable market prices requires the use of valuation techniques as described in note 3.3.5(a). For financial instruments that trade infrequently and have little price transparency, fair value is less objective, and requires varying degrees of judgment depending on liquidity, concentration, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument. The Group measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements. i) Level 1 : Quoted market price (unadjusted) in an active market for an identical instrument. ii) Level 2 : Valuation techniques based on observable inputs, either directly - i.e, as prices - or indirectly - i.e derived from prices. This category includes instruments such as forward contracts, swaps etc. valued using; quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data. iii) Level 3 : Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument's valuation. This category includes instrument that are valued based on quoted prices for similar instruments where significant unobservable adjustments or assumptions are requried to reflect differences between the instruments. 4.3 Income taxes The Group is subject to income taxes in numerous jurisdictions. Significant estimates are required in determining the groupwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. 100 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 4.4 Prudential Adjustments Provisions under prudential guidelines are determined using the time-based provisioning specified by the revised Prudential Guidelines issued by the Central Bank of Nigeria. This is at variance with the incurred loss model required by IFRS under IAS 39. As a result of the differences in the methodology/provision, there will be variances in the impairments allowances required under the two methodologies. Paragraph 12.4 of the revised Prudential Guidelines for Deposit Money Banks in Nigeria stipulates that Banks would be required to make provisions for loans as prescribed in the relevant IFRS when IFRS is adopted. However, Banks would be required to comply with the following: (a) Expenses for loan losses recognised in the profit and loss account should be determined based on the relevant IFRS. However, the allowance for loan losses determined under the IFRS should be compared with the loan loss provisions determined under the Prudential Guidelines. The differences between both provisions should be treated as follows: (i) Where Prudential Provisions is greater than IFRS provisions, the resulting difference should be transferred from the general reserve account to a non-distributable regulatory credit risk reserve. (ii) Where Prudential Provisions is less than IFRS provisions, the IFRS determined provision is charged to the statement of comprehensive income. The cumulative balance in the regulatory risk reserve is thereafter transferred to the general reserve account. (b) The non-distributable reserve is classified under Tier 1 as part of the core capital for the purpose of determining capital adequacy.. In the guidelines to IFRS implementation, the Central Bank of Nigeria (CBN) directed banks to maintain a regulatory credit risk reserve in the event that the impairment on loans determine using the CBN prudential guideline is higher than the impairment determined using IFRS principles. As a result of this directive, the Bank holds no credit risk reserves as at December 31, 2017. Provision for loan losses per prudential guidelines In millions of Naira Loans and advances Other financial assets (a) Impairment assessment under IFRS Loans and advances Specific allowance for impairment Collective allowance for impairment Other financial assets Specific allowance for impairment on associated companies Specific allowance for impairment on other assets (b) (c)=(a)-(b) (Reversal from)/transfer to retained earnings at year end Bank Note 31-Dec-17 109,405 6,560 115,965 31-Dec-16 62,680 7,101 69,781 20 20 22 24 68,443 68,162 136,605 1,312 5,248 143,165 (27,200) (8,129) 17,607 37,485 55,092 1,312 5,248 61,652 8,129 - 101 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 5. Segment analysis The Group's strategic divisions offer different products and services, and are managed seperately based on the Group's management and internal reporting structure. The Group's Executive Management (Chief Operating Decision Maker) reviews internal management reports from each of the strategic divisions on a monthly basis. The Group's operations are primarily organised on the basis of its products and service offerings in Nigeria, while the banking operations outside Nigeria are reported seperately for Africa and Europe. The following summary describes each of the Group's reportable segments: (a) Corporate, Retail Banking, Pension Custodial services and Nominee - Nigeria This segment provides a broad range of banking and pension custodial services to a diverse group of corporations, financial institutions, investment funds, governments and individuals. (b) Outside Nigeria Banking - Africa and Europe These segments provide a broad range of banking services to a diverse group of corporations, financial institutions, investment funds, governments and individuals outside Nigeria. The reportable segments covers banking operations in other parts of Africa (Ghana, Sierra Leone and The Gambia) and in Europe (the United Kingdom) respectively. 102 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira December 31, 2017 Revenue: Derived from external customers Derived from other business segments Total revenue* Interest expense Impairment loss on financial assets Admin and operating expenses Profit before tax Tax expense Profit after tax In millions of Naira December 31, 2017 Capital expenditure** Identifiable assets Identifiable liabilities Outside Nigeria Africa Europe Eliminations Consolidated Total reportable segments 53,822 - 53,822 (17,776) (557) (14,906) 20,583 (5,602) 14,981 14,056 148 14,204 (1,394) (2,403) (5,706) 4,701 (1,035) 3,666 748,789 3,206 751,995 (219,842) (98,227) (226,064) 207,862 (25,528) 182,334 (3,600) (3,206) (6,806) 3,205 - (800) (4,401) - (4,401) 745,189 - 745,189 (216,637) (98,227) (226,864) 203,461 (25,528) 177,933 Outside Nigeria Banking Africa Europe Eliminations Consolidated Total reportable segments Nigeria Corporate retail and pensions custodian services 680,911 3,058 683,969 (200,672) (95,267) (205,452) 182,578 (18,891) 163,687 Nigeria Corporate retail and pensions custodian services 44,025 4,854,394 4,129,169 4,429 375,106 313,380 182 48,636 - 48,636 554,087 5,783,587 (188,334) 5,595,253 486,382 4,928,931 (155,336) 4,773,595 * Revenues are allocated based on the location of the operations. ** Capital expenditure consists of expenditure on intangible assets and property and equipment during the period. 103 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira December 31, 2016 Revenue: Derived from external customers Derived from other business segments Total revenue* Interest expense Impairment loss on financial assets Admin and operating expenses Profit before tax Tax expense Profit after tax In millions of Naira December 31, 2016 Capital expenditure** Identifiable assets Identifiable liabilities Outside Nigeria Banking Africa Europe Eliminations Consolidated Total reportable segments 39,737 - 39,737 (12,183) (973) (11,434) 15,147 (4,417) 10,730 11,253 757 12,010 (2,364) (5,075) (3,911) 660 (132) 528 511,593 2,084 513,677 (146,457) (32,350) (173,397) 161,473 (27,096) 134,377 (3,596) (2,084) (5,680) 2,079 - - (4,725) - (4,725) 507,997 - 507,997 (144,378) (32,350) (173,397) 156,748 (27,096) 129,652 Outside Nigeria Banking Africa Europe Eliminations Consolidated Total reportable segments Nigeria Corporate retail and pensions custodian services 460,603 1,327 461,930 (131,910) (26,302) (158,052) 145,666 (22,547) 123,119 Nigeria Corporate retail and pensions custodian services 24,803 4,301,426 3,619,485 2,684 281,933 235,853 66 27,553 (132) 27,421 402,890 4,986,249 (246,424) 4,739,825 327,745 4,183,083 (147,723) 4,035,360 * Revenues are allocated based on the location of the operations. ** Capital expenditure consists of expenditure on intangible assets and property and equipment during the period. 104 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 6. Interest and similar income Loans and advances to customers Placement with banks and discount houses Treasury bills Government and other bonds 314,683 6,733 109,740 43,472 474,628 273,351 2,289 60,187 48,730 384,557 295,932 552 84,973 38,753 420,210 252,834 1,089 44,347 45,286 343,556 Total interest income, calculated using the effective interest rate method reported above that relates to financial assets not carried at fair value through profit or loss are N474,628 million (December 31, 2016: N384,557 million) and N420,210 million (December 31, 2016: N343,556 million) for Group and Bank respectively. Included in interest income on loans and advances are amounts totalling N18.02 billion (December 31, 2016: N2.66 billion) and N11.80 billion (December 31, 2016: N2.17 billion) for the Group and Bank respectively which represent interest income on impaired financial assets, recognised using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. 7. Interest and similar expense Current accounts Savings accounts Time deposits Borrowed funds and lease 10,029 17,099 108,735 80,774 216,637 4,125 12,516 94,369 33,368 9,403 16,927 95,329 79,013 3,808 12,379 83,989 31,734 144,378 200,672 131,910 Total interest expense are calculated using the effective interest rate method reported above and does not include interest expense on financial liabilities carried at fair value through profit or loss. 8. Impairment loss on financial assets Overdraft (see note 20(b)) Term loan (see note 20(b)) On lending (see note 20(b)) Advances under finance lease (see note 20(b)) Other financial assets (see note 24) Investment in Associates (see note 22(b)) 9. Fee and commission income Credit related fees Commission on turnover Account maintenance fee Income from financial guarantee contracts issued Fees on electronic products Foreign currency transaction fees and commission Asset based management fees Auction fees income Corporate finance fees Foreign withdrawal charges Commissions on agency and collection services 31,305 65,905 925 69 23 - 98,227 20,834 1,740 27,710 4,617 12,280 2,708 7,943 1,894 2,048 3,509 4,860 90,143 13,786 19,099 (1,336) (13) 284 530 32,350 18,512 934 17,374 2,997 10,687 1,724 6,224 772 2,123 3,004 4,093 68,444 30,748 63,502 925 69 - - 95,244 17,718 - 27,710 4,275 11,387 1,277 - 1,894 1,674 3,509 3,402 72,846 12,811 14,465 (1,336) (13) 278 90 26,295 16,214 - 16,863 2,574 9,954 1,156 - 772 2,064 3,004 3,018 55,619 105 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 9. Fee and commission income (continued) The fees and commission income reported above excludes amount included in determining effective interest rates on financial assets that are not carried at fair value throught profit or loss. 10. Other operating income Dividend income from equity investments Gain on disposal of property and equipment (see note 44(vii)) Provision for claims Income on cash handling Foreign currency revaluation gain 900 57 8,404 557 12,526 22,444 349 236 - 426 25,587 26,598 4,500 22 8,404 423 9,257 22,606 3,949 172 - 426 22,688 27,235 Dividend income from equity investments represent dividend received from equity instruments held for strategic purposes and for which the Group has elected to present the fair value and loss in Other Comprehensive Income . Foreign currency revaluation gain represent gains realised from the revaluation of foreign currency-denominated assets and liabilities held in the non-trading books. 11. Trading gains Derivatives income Treasury bill trading income Bond trading income/(loss) 12. Operating expenses Directors' emoluments (see note 37 (b)) Auditors' remuneration Deposit insurance premium Professional fees Training and development Information technology Operating lease Advertisement Outsourcing services Bank charges Fuel and maintenance Insurance Licenses, registrations and subscriptions Travel and hotel expenses Printing and stationery Security and cash handling Fraud and forgery write-off Expenses on electronic products Fines & Penalties Donations AMCON levy Telephone and postages Corporate promotions Customer service related expenses 68,711 88,895 368 157,974 20,077 8,649 (328) 28,398 68,711 88,895 368 157,974 20,077 8,649 (328) 28,398 1,479 693 11,683 3,442 4,070 12,686 3,771 8,819 9,583 2,984 19,367 6,310 2,871 7,289 2,457 4,975 368 7,595 - 2,624 21,419 2,414 8,056 3,391 1,057 626 10,393 3,323 3,215 5,856 3,288 4,991 9,582 1,542 14,021 1,907 1,904 2,998 1,627 3,322 33 3,818 16 2,564 18,752 1,530 2,450 5,266 551 510 11,683 2,997 3,811 12,109 2,331 8,577 9,583 2,765 16,371 6,180 2,567 6,670 1,903 4,615 368 7,285 - 2,611 21,419 2,106 7,920 1,063 148,346 104,081 135,995 404 486 10,393 2,957 3,012 5,425 2,077 4,801 9,582 1,412 10,911 1,799 1,707 2,513 1,227 3,060 33 3,661 16 2,557 18,752 1,277 2,323 3,733 94,118 106 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 13. Taxation (a) Major components of the tax expense Minimum tax expense 4,350 - 4,350 - Income tax expense Corporate tax Information technology tax Excess dividend tax (see note (i) below) Prior year over provision Tertiary Education tax Effect of tax rates in foreign juridictions Current income tax Deferred tax expense: Origination/(reversal) of temporary differences Income tax expense Total income tax 8,878 1,804 11,546 1,959 112 - 24,299 (3,121) 21,178 25,528 12,726 1,448 12,909 (189) 1,009 - 27,903 (807) 27,096 27,096 - 1,719 11,546 1,959 - - 15,224 (3,156) 12,068 16,418 6,530 1,385 12,909 (189) 917 - 21,552 (910) 20,642 20,642 (i) Income tax liability of 2017 financial year of the Bank was assessed based on the minimum tax rule because of a significant non-taxable income that resulted in a taxable loss for the Bank. (ii) During the year, the Bank was liable to excess dividend tax of N19.03 billion, representing 30% of N63.42 billion dividend paid as the Nigerian tax laws requires companies to pay tax calculated at 30% of the higher of taxable profit and dividend paid. For the 2017 financial year, income tax payable based on taxable profit was N6.6 billion. However, total Companies Income tax paid based on dividend for 2016 financial year was N19.03 billion and the Bank had tax credits amounting to N0.871 billion. The difference between income tax payable assessed on dividend and income tax payable assessed on taxable profit amounted to N11.55 billion which was charged as tax expense in 2017 financial year. 107 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 13. Taxation (continued) (b) Reconciliation of effective tax rate Profit before income tax 203,461 156,748 173,563 139,927 Tax calculated at the weighted average Group rate of 30% (2016: 30%) 61,038 47,024 52,069 41,978 Tax effect of adjustments on taxable income Effect of tax rates in foreign jurisdictions Non-deductable expenses Tax exempt income Balancing charge Tax loss effect Minimum tax Information technology levy Excess dividend tax paid Tertiary education tax Unrecognised deductible temporary differences Changes in estimate relating to prior year Tax expense 3 12,904 (85,699) 45 1,928 4,350 1,804 11,546 113 15,537 1,959 25,528 - 12,940 (48,112) 65 2 - 1,448 12,909 1,009 - (189) 27,096 - 11,675 (84,408) 45 1,927 4,350 1,718 11,546 - 15,537 1,959 16,418 - 11,500 (47,923) 65 - - 1,385 12,909 917 - (189) 20,642 (c) The movement in the current income tax payable balance is as follows: At start of the year Tax paid Tax effect of translation Minimum tax Current income tax charge (see note 13a) At end of the year Total tax expense 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 8,953 (28,522) (165) 4,350 24,299 8,915 29,878 3,579 (22,444) (85) - 27,903 8,953 27,096 6,927 (20,431) - 4,350 15,223 6,069 20,768 2,534 (17,159) - - 21,552 6,927 20,642 108 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 14. Earnings per share Basic earnings per share Basic earnings per share (EPS) is calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue during the year. Where a stock split or bonus share issue has occurred, the number of shares in issue in the prior year is adjusted to achieve comparability. Profit attributable to shareholders of the Bank (N'million) 177,614 129,434 157,145 119,285 Number of shares in issue at end of the year (millions) Weighted average number of ordinary shares in issue (millions) 31,396 31,396 31,396 31,396 31,396 31,396 31,396 31,396 Basic and diluted earnings per share (Kobo) 566 k 412 k 501 k 380 k Basic and diluted earnings per share are the same, as the Bank has no potentially dilutive ordinary shares. 109 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 15. Cash and balances with central banks Cash and balances with central banks consist of: Cash Operating accounts with Central Banks Mandatory reserve deposits with central bank (cash reserve) (see note (a)) Special Cash Reserve Requirement (see note (b)) Current Non current 150,883 159,666 566,425 80,689 957,663 957,663 - 957,663 36,953 103,921 447,495 80,689 669,058 669,058 - 669,058 136,711 123,469 566,396 80,689 907,265 907,265 - 907,265 24,342 75,036 447,318 80,689 627,385 627,385 - 627,385 (a) Mandatory reserve deposits with central banks represents a percentage of customers' deposits (stipulated from time to time by the central bank) which are not available for daily use. For the purposes of the Statement of cashflow, these balances are excluded from cash and cash equivalents. (b) Special Cash Reserve Requirement represents a 5% special intervention reserve held with the Central Bank of Nigeria as a regulatory requirement. 16 Treasury bills Treasury bills (FVTPL) Treasury bills (Amortized cost) Classified as: Current 547,656 389,161 936,817 74,381 482,978 557,359 547,656 252,336 799,992 74,381 389,406 463,787 936,817 936,817 557,359 557,359 799,992 799,992 463,787 463,787 The following treasury bills have maturities less than three months and are classified as cash and cash equivalents for purposes of the statements of cash flows (Note 42). 109,990 127,068 - 112,575 110 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 17. Assets pledged as collateral Treasury bills pledged as collateral Bonds pledged as collateral Treasury bills under repurchase agreement Bonds under repurchase agreement Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 - 125,059 267,028 75,923 468,010 2,768 76,428 113,544 135,603 328,343 - 125,059 267,028 75,923 468,010 - 76,428 113,544 135,603 325,575 The assets pledged as collateral were given to the counter parties without transferring the ownership to them. These are held by the counterparty for the term of the transaction being collateralized. These assets were pledged as collateral to Nigeria Interbank Settlement System (NIBBS), Federal Inland Revenue Services, V-Pay, Interswitch Limited, the Bank of Industry (Nigeria) for on-lending facilities, E- Tranzact and CBN Real Sector Support Fund (RSSF). Assets exchanged under repurchase agreement as at December 31, 2017 are with the following counterparties (see note 30): Counterparties JP Morgan ABSA Standard Bank First Abu Dhabi Carrying value of assets Carrying value of liabilities Carrying value of assets Carrying value of liabilities 48,079 82,311 228,931 32,765 392,086 33,198 50,310 125,716 16,824 226,048 48,079 82,311 228,931 32,765 392,086 33,198 50,310 125,716 16,824 226,048 Assets exchanged under repurchase agreement (December 31, 2016) are with the following counterparties (see note 30): Counterparties JP Morgan ABSA Standard Bank Citi Bank Global Market Classified as: Current Non-current 18. Due from other banks Current balances with banks within Nigeria Current balances with banks outside Nigeria Placements with banks and discount houses Classified as: Current Carrying value of assets Carrying value of liabilities Carrying value of assets Carrying value of liabilities 54,748 81,452 102,751 10,196 249,147 22,908 45,985 71,541 15,362 155,796 54,748 81,452 102,751 10,196 249,147 22,908 45,985 71,541 15,362 155,796 267,028 200,982 468,010 328,343 - 328,343 267,028 200,982 468,010 325,575 - 325,575 18,287 273,721 203,795 495,803 12,344 291,254 155,859 459,457 - 264,598 8,733 273,331 - 336,868 17,537 354,405 495,803 459,457 273,331 354,405 Included in balances with banks outside Nigeria is the amount of N69.31 billion and N67.23 billion for the Group and Bank respectively (December 31, 2016: N104.63 billion and N104.53 billion for the Group and Bank respectively) which represents the Naira value of foreign currency balances held on behalf of customers in respect of letters of credit. The corresponding liabilities are included in other liabilities (See Note 28). 111 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 19. Derivative assets Instrument types: Forward contracts Fair value of assets Futures contracts Fair value of assets Total 42,285 18,093 42,285 18,093 - 14,934 57,219 - 64,767 82,860 - 14,934 57,219 - 64,767 82,860 Non-hedging derivative assets and liabilities The Group enters into currency forward contracts with counterparties. On initial recognition, the Group estimates the fair value of derivatives transacted with the counterparties using the discounted mark-to-market technique. In many cases, all significant inputs into the valuation techniques are wholly observable (e.g with reference to similar transactions in the wholesale dealer market.) During the year, various forward contracts entered into by the Group generated net gains of N68.7 billion (December 31, 2016 net gains of N20.08 billion), which were recognized in the statement of comprehensive income. These net gains related to the fair values of the forward contracts, producing derivative assets and liabilities of N57.2 billion and N20.8 billion respectively (December 31, 2016 N82.9 and N66.8 billion respectively). All derivative assets are current. 20. Loans and advances Overdrafts Term loans On-lending facilities Advances under finance lease Gross loans and advances to customers Less: Allowance for impairment Specific allowances for impairment Collective allowance for impairment Overdrafts Gross Overdrafts Less: Allowances for impairment Specific allowances for impairment Collective allowance for impairment Term loans Gross Term loans Less: Allowances for impairment Specific allowances for impairment Collective allowance for impairment 514,009 1,355,300 379,195 3,668 591,219 1,417,860 345,940 5,790 480,392 1,253,817 379,195 3,665 551,798 1,289,864 345,940 5,622 2,252,172 (151,810) 2,360,809 (71,444) 2,117,069 (136,605) 2,193,224 (55,092) (82,904) (68,906) (32,896) (38,548) (68,443) (68,162) (17,607) (37,485) 2,100,362 2,289,365 1,980,464 2,138,132 514,009 (47,952) (27,094) (20,858) 591,219 (30,567) (14,737) (15,830) 480,392 (44,007) (23,893) (20,114) 551,798 (22,245) (7,478) (14,767) 466,057 560,652 436,385 529,553 1,355,300 (101,767) 1,417,860 (39,472) 1,253,817 (90,507) 1,289,864 (31,443) (55,810) (45,957) (18,159) (21,313) (44,550) (45,957) (10,129) (21,314) 1,253,533 1,378,388 1,163,310 1,258,421 112 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 On-lending facilities Gross on-lending facilities Less: collective allowance for impairment Advances under finance lease Gross investment in finance lease Less: collective allowance for impairment Gross Loans classified as: Current Non-current 379,195 (1,955) 377,240 345,940 (1,337) 344,603 379,195 (1,955) 377,240 345,940 (1,337) 344,603 3,668 (136) 3,532 5,790 (67) 5,723 3,665 (136) 3,529 5,622 (67) 5,555 822,775 1,423,397 1,090,193 1,270,616 784,059 1,333,010 1,047,384 1,145,840 2,246,172 2,360,809 2,117,069 2,193,224 113 Zenith Bank Plc Annual Report - December 31, 2017 Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira Reconciliation of impairment allowance on loans and advances to customers: Group Balance at January 1, 2017 Specific impairment Collective impairment Additional impairment for the year (see note 8) Specific impairment Collective impairment Foreign currency translation and other adjustments Write-offs (specific) Write-offs (collective) Balance at December 31, 2017 Specific impairment Collective impairment Balance at January 1, 2016 Specific impairment Collective impairment Additional impairment for the year (see note 8) Specific impairment Collective impairment Foreign currency translation and other adjustments Write-offs (collective) Balance at December 31, 2016 Specific impairment Collective impairment Overdrafts Term loans On-lending facilities Advances under finance lease Total 30,568 14,738 15,830 31,305 19,848 11,457 (4,935) (3,694) (5,292) 47,952 27,094 20,858 18,880 10,088 8,792 13,786 6,482 7,304 3,784 (5,882) 30,568 14,738 15,830 39,472 18,158 21,314 65,905 39,665 26,240 828 (2,841) (1,597) 101,767 55,810 45,957 21,310 12,302 9,008 19,099 9,024 10,075 2,323 (3,260) 39,472 18,158 21,314 1,337 - 1,337 925 - 925 - - (307) 1,955 - 1,955 2,673 - 2,673 (1,336) - (1,336) - - 1,337 - 1,337 67 - 67 69 - 69 - - - 136 - 136 80 - 80 (13) - (13) - - 67 - 67 71,444 32,896 38,548 98,204 59,513 38,691 (4,107) (6,535) (7,196) 151,810 82,904 68,906 42,943 22,390 20,553 31,536 15,506 16,030 6,107 (9,142) 71,444 32,896 38,548 * Impaired loans that are not individually significant are included in the collective impairment. Therefore, when such loans are written off, the cumulative impairment on them are taken from the collective impairment account. 114 Zenith Bank Plc Annual Report - December 31, 2017 Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira Reconciliation of impairment allowance on loans and advances to customers: Bank Balance at January 1, 2017 Specific impairment Collective impairment Additional impairment for the year (see note 8) Specific impairment Collective impairment Write-offs (Specific) Write-offs (Collective) Balance at December 31, 2017 Specific impairment Collective impairment Balance at January 1, 2016 Specific impairment Collective impairment Additional impairment for the year Specific impairment Collective impairment Write-offs (Collective) Balance at December 31, 2016 Specific impairment Collective impairment Overdrafts Term loans On-lending facilities Advances under finance lease Total 22,245 7,478 14,767 30,748 20,109 10,639 (3,694) (5,292) 44,007 23,893 20,114 13,312 5,474 7,838 12,811 5,762 7,049 (3,878) 22,245 7,478 14,767 31,443 10,129 21,314 63,502 37,262 26,240 (2,841) (1,597) 90,507 44,550 45,957 19,651 10,642 9,009 14,465 5,843 8,622 (2,673) 31,443 10,129 21,314 1,337 - 1,337 925 - 925 - (307) 1,955 - 1,955 2,673 - 2,673 (1,336) - (1,336) - 1,337 - 1,337 67 - 67 69 - 69 - - 136 - 136 80 - 80 (13) - (13) - 67 - 67 55,092 17,607 37,485 95,244 57,371 37,873 (6,535) (7,196) 136,605 68,443 68,162 35,716 16,116 19,600 25,927 11,605 14,322 (6,551) 55,092 17,607 37,485 * Impaired loans that are not individually significant are included in the collective impairment. Therefore, when such loans are written off, the cumulative impairment on them are taken from the collective impairment account. 115 Zenith Bank Plc Annual Report - December 31, 2017 Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 Advances under finance lease Gross investment Less: Unearned income Net Investment The net investment may be analysed as follows: Later than 1 year and no later than 5 years Reconciliation of gross investment to minimum lease rental payments Gross investment Less: Unearned income Net Investment Impairment on leases Present value of minimum lease payments The nature of security in respect of loans and advances is as follows: Secured against real estate Secured by shares of quoted companies Cash collateral, lien over fixed and floating assets. Unsecured 21. Investment securities (a) Analysis of investments Debt securities (measured at amortised cost) Debt securities (measured at fair value through profit or loss) Equity securities (measured at fair value through other comprehensive income) Classified as: Non-current 3,698 (30) 3,668 3,668 3,668 3,698 (30) 3,668 (136) 3,532 5,896 (106) 5,790 5,790 5,790 5,843 (53) 5,790 (67) 5,723 3,688 (23) 3,665 3,665 3,665 3,688 (23) 3,665 (136) 3,529 5,728 (106) 5,622 5,622 5,622 5,675 (53) 5,622 (67) 5,555 89,553 25,276 1,234,199 903,144 98,000 52,333 1,180,353 1,030,123 88,648 25,217 1,222,121 781,083 95,990 52,332 1,157,333 887,569 2,252,172 2,360,809 2,117,069 2,193,224 284,584 173,124 71,447 92,268 32,266 9,702 32,266 9,702 14,101 330,951 16,652 199,478 14,101 117,814 16,652 118,622 330,951 330,951 199,478 199,478 117,814 117,814 118,622 118,622 The Group holds equity investments in unquoted entities which the Group has elected to carry at fair value through other comprehensive income. These investments are held for strategic purposes rather than for trading purposes. 116 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira (b) Movement in investment securities The movement in investment securities for the group may be summarised as follows: Group At January 1, 2017 Exchange differences Additions Disposals Gains from changes in fair value recognised in profit or loss Gains from changes in fair value recognised in other comprehensive income Interest accrued Coupon interest received 9,702 - 22,196 - 368 - - - Debt securities at fair value through profit or loss Debt securities at amortised cost Equity securities at fair value through other comprehensive income 16,652 - - - - Total 199,478 952 194,104 (75,541) 368 173,124 952 171,908 (75,541) - - (2,551) (2,551) 26,684 (12,543) - - 26,684 (12,543) At December 31, 2017 32,266 284,584 14,101 330,951 At January 1, 2016 Exchange differences Additions Disposals Gains from changes in fair value recognised in profit or loss (Note11) Gains from changes in fair value recognised in other comprehensive income Interest accrued Coupon interest received 6,707 - 9,702 (6,379) (328) 195,737 (953) 75,794 (112,739) 10,697 - - (681) 213,141 (953) 85,496 (119,799) - - (328) - - - - 29,567 (14,282) 6,636 - - 6,636 29,567 (14,282) At December 31, 2016 9,702 173,124 16,652 199,478 The movement in investment securities for the Bank may be summarised as follows: 117 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira Bank Debt securities at fair value through profit or loss Debt securities at amortised cost At January 1, 2017 Additions Disposals Gains from changes in fair value recognised in profit or loss (Note 11) Gains from changes in fair value recognised in other comprehensive income Interest accrued Coupon interest received At December 31, 2017 At January 1, 2016 Additions Disposals (sale and redemption) Gains from changes in fair value recognised in profit or loss (Note 11) Gains from changes in fair value recognised in other comprehensive income Interest accrued Coupon interest received At December 31, 2016 9,702 22,196 - 368 - - - 32,266 6,707 9,702 (6,379) (328) - - - 9,702 Equity securities at fair value through other comprehensive income 16,652 - - - Total 118,622 95,138 (95,432) 368 92,268 72,942 (95,432) - - (2,551) (2,551) 11,211 (9,542) 71,447 134,002 52,351 (101,739) - - 11,211 (9,542) 14,101 117,814 10,015 1 - 150,724 62,054 (108,118) - - (328) - 21,597 (13,943) 92,268 6,636 - - 6,636 21,597 (13,943) 16,652 118,622 118 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira 22. Investment in subsidiaries The following table lists the entities which are controlled by the Group, either directly or indirectly through subsidiaries. Bank Name of company Zenith Bank (Ghana) Limited Zenith Bank (UK) Limited Zenith Bank (Sierra Leone) Limited Zenith Bank (Gambia) Limited Zenith Pensions Custodian Limited Zenith Nominee Limited All investments in subsidiaries are non-current. 31-Dec-17 Ownership interest % 31-Dec-17 Carrying amount 31-Dec-16 98.0700 100.0000 99.9900 99.9600 99.0000 99.0000 6,444 21,482 2,059 1,038 1,980 1,000 34,003 6,444 21,482 2,059 1,038 1,980 - 33,003 119 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira 22. Investment in subsidiaries (continued) (b) Condensed results of consolidated entities December 31, 2017 Zenith Group Elimination entries Zenith Bank Plc Zenith Bank Ghana Zenith Bank UK Zenith Bank SierraLeone Zenith Bank Gambia Zenith Pension Custodian Zenith Nominee Limited Condensed statement of profit or loss Operating income Operating expenses Inpairment charge for financial assets Profit before tax Taxation Profit for the year Condensed statement of financial position Assets Cash and balances with central banks Treasury bills Assets pledged as collateral Due from other banks Derivative asset held for risk management Loans and advances Investment securities Investment in subsidiaries Deferred tax asset Other assets Property and equipment Intangible assets 745,189 (443,501) (98,227) 203,461 (25,528) 177,933 (6,806) 2,412 - (4,394) - (4,394) 673,636 (404,829) (95,244) 173,563 (16,418) 157,145 49,008 (29,910) (555) 18,543 (5,334) 13,209 14,204 (7,100) (2,403) 4,701 (1,035) 3,666 957,663 936,817 468,010 495,803 57,219 2,100,362 330,951 - 9,561 92,494 133,384 12,989 - - - (145,193) - - - (34,003) - (10,140) - - 907,265 799,992 468,010 273,331 57,219 1,980,464 117,814 34,003 9,197 56,052 118,223 12,088 5,595,253 (189,336) 4,833,658 45,525 118,890 - 91,263 - 72,319 1,721 - 51 935 13,563 171 344,438 14 - - 252,607 - 46,237 210,360 - 61 44,086 393 329 554,087 2,908 (1,772) - 1,136 - 1,136 1,866 10,624 - 4,054 - 335 - - 252 252 463 41 17,887 1,906 (1,001) (2) 903 (268) 635 1,959 7,311 - 1,198 - 948 731 - - 144 395 97 12,783 10,333 (1,301) (23) 9,009 (2,473) 6,536 34 - - 18,543 - 59 325 - - 1,165 347 263 20,736 - - - - - - 1,000 - - - - - - - - - - - 1,000 120 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira 22. Investment in subsidiaries (continued) December 31, 2017 Liabilities & Equity Customer deposits Derivative liabilities Current income tax Deferred income tax liabilities Other liabilities On-lending facilities Borrowings Debt securities issued Equity and reserves Condensed cash flow Net cash (used in)/from operating activities Net cash (used in)/from financing activities Net cash (used in)/from investing activities Increase / decrease in cash and cash equivalents Cash and cash equivalents At start of year Exchange rate movements on cash and cash equivalents At end of year Increase / decrease in cash and cash equivalents Zenith Group Elimination entries Zenith Bank Plc Zenith Bank Ghana Zenith Bank UK Zenith Bank SierraLeone Zenith Bank Gambia Zenith Pension Custodian Zenith Nominee Limited 3,437,915 20,805 8,915 18 233,481 383,034 356,496 332,931 821,658 (238) - - - (92,615) - (62,483) - (34,001) 2,744,525 20,805 6,069 - 219,790 383,034 418,979 332,931 707,525 5,595,253 (189,337) 4,833,658 279,431 - 113 - 9,984 - - - 54,910 344,438 391,809 - - - 94,573 - - - 67,705 554,087 (443) 235,378 (49,336) 283,817 (19,579) (22,560) (255,750) 268,165 (45,262) 185,599 241,678 (32,847) (6,729) (9,028) 19,358 3,601 (22,817) - (2,575) (25,392) 727,399 3,344 68,695 3,344 566,358 - 35,791 - 57,996 - 916,342 313,717 533,511 39,392 32,604 14,600 - - - 27 - - - 3,260 17,887 (263) - (89) (352) (352) - (704) 7,788 - 199 5 1,233 - - - 3,557 12,782 (1,195) (180) (46) (1,421) (1,421) - (2,842) 185,599 241,678 (32,847) 3,601 (25,392) (352) (1,421) - - 2,534 13 489 - - - 17,702 20,738 2,494 (4,000) 1,838 332 332 - 664 332 - - - - - - - - 1,000 1,000 - - - - - - - - 121 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira 22. Investment in subsidiaries (continued) December 31, 2016 Condensed statement of profit or loss Operating income Operating expenses Impairment charge for financial assets Profit before tax Taxation Profit for the period December 31, 2016 Condensed statement of financial position Assets Cash and balances with central banks Treasury bills Assets pledged as collateral Due from other banks Derivative asset held for risk management Loans and advances Investment securities Investment in subsidiaries Deferred tax asset Other assets Property and equipment Intangible assets Zenith Group Elimination entries Zenith Bank Plc Zenith Bank Ghana Limited Zenith Bank UK Limited Zenith Bank SierraLeone Limited Zenith Bank Gambia Limited Zenith Pension Custodian Limited 507,997 (318,899) (32,350) 156,748 (27,096) 129,652 (5,680) 957 - (4,723) - (4,723) 454,808 (288,145) (26,736) 139,927 (20,642) 119,285 35,590 (21,260) (866) 13,464 (4,137) 9,327 12,010 (6,715) (4,635) 660 (132) 528 2,412 (1,534) (106) 772 - 772 1,735 (824) (1) 910 (280) 630 7,122 (1,378) (6) 5,738 (1,905) 3,833 Zenith Group Elimination entries Zenith Bank Plc Zenith Bank Ghana Zenith Bank UK Zenith Bank SierraLeone Zenith Bank Gambia 669,058 557,359 328,343 459,457 82,860 2,289,365 199,478 - 6,440 37,536 105,284 4,645 - - - (158,506) - - (731) (33,003) - (56,913) - - 627,385 463,787 325,575 354,405 82,860 2,138,132 118,622 33,003 6,041 35,410 94,613 3,903 36,355 74,262 2,768 42,816 - 81,102 97 - 302 647 9,215 179 4,739,825 (249,153) 4,283,736 247,743 10 - - 196,942 - 67,971 80,459 - 51 56,897 371 169 402,870 3,359 11,159 - 7,237 - 831 - - 46 156 392 39 23,219 1,881 8,151 - 1,002 - 1,318 731 - - 156 373 108 13,720 Zenith Pension Custodian 68 - - 15,561 - 11 300 - - 1,183 320 247 17,690 122 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira 22. Investment in subsidiaries (continued) December 31, 2016 Liabilities & Equity Customer deposits Derivative liabilities Current income tax Deferred income tax liabilities Other liabilities On-lending facilities Borrowings Debt securities issued Equity and reserves Zenith Group Elimination entries Zenith Bank Plc Zenith Bank Ghana Limited Zenith Bank UK Limited Zenith Bank SierraLeone Limited Zenith Bank Gambia Limited 2,983,621 66,834 8,953 45 208,680 350,657 263,106 153,464 704,465 (348) - - - (182,716) - (29,696) - (32,601) 2,552,963 66,834 6,927 - 243,736 350,657 292,802 153,464 616,353 194,892 - (111) - 11,935 - - - 41,027 4,739,825 (245,361) 4,283,736 247,743 210,151 - - - 133,947 - - - 58,771 402,869 20,348 - (7) - 144 - - - 2,728 23,213 8,668 - 264 34 999 - - - 3,023 12,988 Zenith Pension Custodian Limited - - 1,880 11 635 - - - 15,164 17,690 Condensed cash flow Net cash from operating activities Net cash from financing activities Net cash from investing activities Decrease/Increase in cash and cash equivalents (1,660) 11,896 (28,554) 131,767 (7,239) (22,597) (104,917) 32,343 (24,443) (18,318) 101,931 (97,017) (6,729) (9,028) 19,358 3,601 (22,817) - (2,575) (25,392) (263) - (89) (352) (1,195) (180) (46) (1,421) 2,494 (4,000) 1,838 332 Cash and cash equivalents At start of year Exchange rate movements on cash and cash equivalents At start of year 709,714 36,003 727,399 (80,132) 36,003 57,802 663,375 - 566,358 Decrease/Increase in cash and cash equivalents (18,318) 101,931 (97,017) 32,190 - 35,791 3,601 83,388 - 57,996 7,359 - 7,007 3,500 - 2,079 (25,392) (352) (1,421) 34 - 366 332 123 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira 22. Investment in subsidiaries (continued) Apart from Zenith Bank Pensions Custodian Limited and Zenith Nominees Limited, which are incorporated in Nigeria, the remaining subsidiaries are incorporated in their respective countries. Zenith Bank (Ghana) Limited provides Corporate and Retail Banking services. It was incorporated on April 15, 2005 and commenced operations on September 16, 2005. Zenith Pensions Custodian Limited provides pension funds custodial services to Licensed Pension Fund Administrators (PFAs) and Closed Pension Funds Administrators under the Pension (Reform) Act, 2004. It was incorporated on March 1, 2005. The name was changed from "Zenith Pensions Limited" to "Zenith Pensions Custodian Limited" on September 20, 2005. It was licensed by the National Pension Commission as a custodian of pension funds and assets on December 7, 2005 and commenced operations in December 2005. Zenith Bank (UK) Limited provides a range of commercial, wholesale, investment, retail banking and financial services in the United Kingdom. It was incorporated on February 17, 2006 and commenced operations on March 30, 2007. Zenith Bank (Sierra Leone) Limited provides corporate and retail banking services. It was incorporated in Sierra Leone on September 17, 2007 and granted an operating license by the Bank of Sierra Leone on September 10, 2008. It commenced banking operations on September 15, 2008. The test for impairment on this subsidiary indicated that it is not impaired. Zenith Bank (Gambia) Limited provides corporate and retail banking services. It was incorporated in The Gambia on October 24, 2008 and granted an operating licence by the Central Bank of Gambia on December 30, 2009. It commenced banking operations on January 18, 2010. Zenith Nominees Limited provides nominees, trustees, administrators and executorship services. There are no significant restrictions on the ability of subsidiaries to transfer funds to the Group in the form of cash dividends or repayment of loans and advances. Investment in associates: The Group's investments under the Small and Medium Enterprises Equity Investment Scheme ("SMEEIS") is in compliance with the Policy Guidelines for 2001 Fiscal Year (Monetary Policy Circular No. 35). The Group generally holds 20 percent or more of the voting power of the investee and is therefore presumed to have significant influence over the investee. In instances where the Group holds less than 20 percent of the voting power of the investee, the Group concluded that it has significant influence due to the Group's representation on the Board of the relevant investee, with such Board generally limited to a small number of Board members. There were no published price quotations for any associates of the Group. Furthermore, there are no significant restrictions on the ability of associates to transfer funds to the Group in the form of cash dividends or repayment of loans and advances. Gross investment Share of profit b/f Diminution in investment Balance at end of the year Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 1,312 440 (1,752) - 1,312 440 (1,752) - 1,312 - (1,312) - 1,312 - (1,312) - 124 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira 23. Deferred tax asset Group December 31, 2017 Assets Movements in temporary differences during the period Property and equipment Other assets Unutilized capital allowances Allowances for loan losses Tax loss carry forward Foreign exchange differences Liabilities Movements in temporary differences during the period Property and equipment Allowances for loan losses December 31, 2016 Assets: Movements in temporary differences during the year Property and equipment Other assets Allowances for loan losses Unutilized capital allowances Tax loss carry forward Foreign exchange differences Liabilities Movements in temporary differences during the year Property and equipment Allowances for loan losses 01-Jan-17 Recognised in profit or loss (4,951) (2) 12,514 (6,414) 1,926 48 (7,036) - 2,168 11,246 - 62 6,440 3,121 31-Dec-17 (11,987) (2) 14,682 4,832 1,926 110 9,561 01-Jan-17 Recognised in profit or loss (35) 8 37 8 45 (27) 31-Dec-17 2 16 18 01-Jan-16 Recognised in profit or loss (2,374) (2) 4,890 (1,737) (116) 172 (4,662) 2 6,356 3,905 116 (110) 5,607 833 31 Dec, 2016 (7,036) - 11,246 2,168 - 62 6,440 1 January Recognised in profit or loss 26 - 11 8 19 26 31 Dec, 2016 37 8 45 125 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira 23. Deferred tax asset (continued) Bank December 31, 2017 Assets Movements in temporary differences during the period Property and equipment Allowances for loan losses Unutilized capital allowances Tax loss carried forward December 31, 2016 Movements in temporary differences during the year: Property and equipment Other assets Allowances for loan losses Unutilised capital allowance 01-Jan-17 Recognised in profit or loss (4,951) (6,334) 12,515 1,926 (7,373) 11,246 2,168 - 6,041 3,156 31-Dec-17 (12,324) 4,912 14,683 1,926 9,197 1 January Recognised in profit or loss (2,706) (13) 5,366 (1,737) (4,667) 13 5,880 3,905 5,131 910 31 Dec., 2016 (7,373) - 11,246 2,168 6,041 During the period, the Bank realised deferred tax credit of N18.7 Billion, which principally arose from allowable loss, un- utilized capital allowance and collective impairment on loans. Based on projected future taxable profits, expected growth of unutilised capital allowance and collective loan impairment balances, the Bank has determined that only N3.2 Billion of the computed deferred tax credit can be recovered in the foreseeable future. Therefore, the deferred tax credit recognized in these financial statements has been restricted to N3.2 Billion, resulting in total deferred tax asset of N9.2 Billion as at 31 December 2017. The Bank will continue to assess the recoverability of its deferred tax assets, and to ensure that only amount considered recoverable are recognised in the books and presented in the statement of financial position. All deferred tax are non current. 24. Other assets Non financial assets Prepayments Other financial assets Electronic card related receivables Intercompany receivables Deposit for investment in AGSMEIS Receivables Deposits for shares Gross other financial assets Less: Specific impairment Net other financial assets Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 15,166 14,759 13,300 13,075 37,397 - 5,964 39,215 - 82,576 (5,248) 77,328 10,533 - - 17,498 - 28,031 (5,254) 22,777 35,462 1,075 5,964 4,849 650 48,000 (5,248) 42,752 8,207 929 - 17,797 650 27,583 (5,248) 22,335 Total other assets 92,494 37,536 56,052 35,410 Deposit for investment in AGSMEIS represents funds deposited with the CBN for future equity investments in agricultural, small and medium enterprises in line with the CBN directives (See note 34(e)). 126 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 24. Other assets (continued) Classified as: Current Non-current Movement in specific impairment: At start of the year Charge for the year (see note 8) Amounts written off At end of the year 92,494 - 92,494 37,536 - 37,536 56,052 - 56,052 35,410 - 35,410 5,254 23 (29) 5,248 4,970 284 - 5,254 5,248 - - 5,248 4,970 278 - 5,248 127 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira 25. Property and equipment Group Cost At the start of the year Additions Reclassification/transfer from WIP Reclassifications Disposals Write off against cost (See note (i) below) Foreign exchange movements At the end of the year Accumulated Depreciation At the start of the year Charge for the year Reclassifications Disposals Write off against cost (See Note (i) below) Foreign exchange movements At the end of the year Net book amount At December 31, 2017 At December 31, 2016 Leasehold land Buildings Leasehold improvements Furniture and fittings and equipment Computer equipment Aircraft Motor Vehicles Work in progress Total 25,015 1,250 4,208 2 (49) (1,949) (1) 28,476 35,030 5,605 5,659 (56) (63) - 703 46,878 16,084 1,988 65 (43) (7) - (78) 18,009 52,398 16,013 225 128 (432) - 133 68,465 26,667 1,901 64 (31) (114) - 349 28,836 - 12,600 - - - - - 12,600 18,473 1,036 35 - (958) - 133 18,719 27,039 1,490 (13,584) - (7) - 238 15,176 200,706 41,883 (3,328) - (1,630) (1,949) 1,477 237,159 Leasehold land Buildings Leasehold improvements Furniture and fittings and equipment Computer equipment Aircraft Motor Vehicle Work in progress Total 1,949 - - - (1,949) - - 28,476 23,066 4,723 808 (2) (13) - (6) 5,510 41,368 30,307 13,604 888 (10) (7) - 20 14,495 3,514 2,480 38,602 6,247 31 (408) - (323) 44,149 24,316 13,796 23,943 2,085 (19) (114) - (376) 25,519 3,317 2,724 - 210 - - - - 210 12,390 - 12,601 2,190 - (904) - 5 13,892 4,827 5,872 - - - - - - - 15,176 27,039 95,422 12,428 - (1,446) (1,949) (680) 103,775 133,384 105,284 There were no impairment losses on any class of property and equipment during the year (December 31, 2016 :Nil) There were no capitalised borrowing costs related to the acquisition of property and equipment during the year (December 31, 2016:Nil). 128 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira 25. Property and equipment (continued) All property and equipment are non-current. The reclassification balance of N3,329 million represents reclassification of software from WIP to intangible assets (31 December, 2016: N459 million). During the year, the Group acquired an aircraft under a finance lease arrangement. The lease agreement provides the Group first refusal rights to purchase the aircraft after expiration of the lease. At December 31, 2017 the net carrying amount of the leased aircraft was N12.39 billion (December 31, 2016: Nil) 129 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira 25. Property and equipment (continued) Bank Cost At the start of the year Additions Reclassification/transfer from WIP Reclassifications Disposals Write off against cost (See Note (i) below) At the end of the year Accumulated depreciation Leasehold land Buildings Leasehold improvements Furniture fittings and equipment Computer Equipment Aircraft Motor Vehicle Work in progress (WIP) Total 25,014 1,250 4,208 2 (49) (1,949) 28,476 34,671 3,757 506 (56) (63) - 38,815 13,862 1,903 65 (43) (7) - 15,780 50,280 15,363 225 128 (432) - 65,564 25,248 911 64 (31) (114) - 26,078 - 12,600 - - - - 12,600 16,933 906 35 - (958) - 16,916 18,963 1,490 (8,431) - (7) - 12,015 184,971 38,180 (3,328) - (1,630) (1,949) 216,244 Leasehold land Buildings Leasehold improvements Furniture fittings and equipment Computer equipment Aircraft Motor vehicle Work in progress (WIP) Total At the start of the year Charge for the year Reclassifications Disposals Write off against cost (See Note (i) below) At the end of the year Net book amount At December 31, 2017 At December 31, 2016 1,949 - - - (1,949) - 28,476 23,065 4,689 717 (3) (13) - 5,390 33,425 29,982 12,258 870 (10) (7) - 13,111 2,669 1,604 37,099 5,758 31 (408) - 42,480 23,084 13,181 22,747 1,385 (19) (114) - 23,999 2,079 2,501 - 210 - - - 210 12,390 - 11,616 2,119 - (904) - 12,831 4,085 5,317 - - - - - - 90,358 11,059 (1) (1,446) (1,949) 98,021 12,015 18,963 118,223 94,613 (i) During the year, the Group reviewed the estimated useful life of its leasehold land as unlimited on the basis that it is reasonably certain that the lessors (state governments), will renew the lease upon expiration and that the substance of the lease is that the Group has ownership of the land, not a right to use the land for a predefined period. Consequently, the Group has discontinued depreciation of the leasehold land. There were no impairment losses on any class of property and equipment during the year (December 31, 2016 :Nil) 130 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira 25. Property and equipment (continued) There were no capitalised borrowing costs related to the acquisition of property and equipment during the year (December 31, 2016:Nil). All property and equipment are non-current. None of the Bank's assets were financed from borowings, consequently no borrowing cost has been capitalized as part of asset cost. The reclassification balance of N3,328 million represents reclassification of software from WIP to intangible assets (December 31, 2016: N459 million). During the year, the Group acquired an aircraft under a finance lease arrangement. The lease agreement provides the Group first refusal rights to purchase the aircraft after expiration of the lease. At December 31, 2017 the net carrying amount of the leased aircraft was N12.39 billion (December 31, 2016: Nil) 131 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 26. Intangible assets Computer software Cost At start of the year Exchange difference WIP (Reclassification) Disposal WIP (Additions) Additions At end of the year Accumulated amortization At start of the year Exchange difference Disposal Charge for the year At the end of the year Carrying amount at end of the year 11,998 79 3,328 - 6,228 466 22,099 8,761 410 460 (50) 2,417 - 9,761 - 3,328 - 6,228 60 11,998 19,377 7,236 - 459 - 2,066 - 9,761 7,353 126 - 1,631 9,110 12,989 5,521 442 (45) 1,435 7,353 4,645 5,858 - - 1,431 7,289 12,088 4,483 - - 1,375 5,858 3,903 All intangible assets are non current. All intangible assets of the Group have finite useful life and are amortised over 5 years. The Group does not have internally generated intangible assets. The reclassification balance of N3.3 billion represents reclassification from WIP to intangible assets (31 December, 2016: N0.46 billion). Amortization is not charged on WIP (reclassification and additions). 27. Customers' deposits Demand Savings Term Domiciliary Classified as: Current 1,812,843 383,045 572,461 669,566 1,463,144 358,951 555,547 605,979 1,337,839 339,488 460,484 606,714 1,215,533 285,250 502,418 549,762 3,437,915 2,983,621 2,744,525 2,552,963 3,437,915 2,983,621 2,744,525 2,552,963 3,437,915 2,983,621 2,744,525 2,552,963 132 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 28. Other liabilities Other financial liabilities Customer deposits for letters of credit Settlement payables Managers' cheques Due to banks for clean letters of credit Deferred income on financial guarantee contracts Sales and other collections Unclaimed dividend Finance lease obligation Electronic card related payables Customer's foreign transactions payables Total other financial liabilities Non financial liabilities Provision for claims (see note (a) below) Tax collections Other payables Total other non financial liabilities Total other liabilities Classified as: Current 69,308 25,296 17,670 47,719 654 29,174 3,521 12,049 1,687 9,026 216,104 - 3,604 13,773 17,377 233,481 104,631 35,962 13,724 9,720 906 11,594 2,932 - 1,580 6,914 187,963 8,404 2,495 9,818 20,717 208,680 69,163 25,198 16,904 47,719 654 29,174 3,521 12,049 1,505 6,417 212,304 - 3,416 4,070 7,486 219,790 104,530 35,898 12,952 57,077 906 11,594 2,932 - 1,458 3,827 231,174 8,404 2,358 1,800 12,562 243,736 233,481 208,680 219,790 243,736 The amounts above for financial guarantee contracts represents the amounts initially recognised less cumulative amortisation. (a) Reconciliation of provision for claims At start of the year Charge for the year Amount reversed during the year (See Note 10) At end of the year (b) Finance lease obligation 8,404 - (8,404) - 9,766 - (1,362) 8,404 8,404 - (8,404) - 9,766 - (1,362) 8,404 The lease obligation relates to an Aircraft held under a finance lease arrangement. The net carrying amount of the assets, included within property and equipment is N12,390,000.00 The future minimum lease payments extend over a number of years. This is analysed as follows: Not more than one year Over one year but less than five years Less future finance charges At end of the year The present value of finance lease liabilities is as follows: Not more than one year Over one year but less than five years At end of the year 2,760 23,927 (14,638) 12,049 848 11,201 12,049 - - - - - - - 2,760 23,927 (14,638) 12,049 848 11,201 12,049 - - - - - - - 133 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 29. On-lending facilities (a) This comprises: Central Bank of Nigeria (CBN) Commercial Agriculture Credit Scheme Loan (i) Bank of Industry (BOI) Intervention Loan (ii) Central Bank of Nigeria (CBN) / Bank of Industry(BOI) - Power & Aviation intervention Funds (iii) CBN MSMEDF Deposit (iv) FGN SBS Intervention Fund (v) Excess Crude Loan Facilty Deposit (vi) Real Sector Support Facility (vii) Classified as: Current Non-current 57,515 40,908 57,515 40,908 49,375 7,661 4,011 142,999 92,812 28,661 383,034 - 383,034 383,034 53,919 9,476 1,665 147,170 97,519 - 350,657 - 350,657 350,657 49,375 7,661 4,011 142,999 92,812 28,661 383,034 - 383,034 383,034 53,919 9,476 1,665 147,170 97,519 - 350,657 - 350,657 350,657 (b) Movement in on-lending facilities At beginning of the period Addition during the period Repayment during the period At end of the year 350,657 34,839 (2,462) 383,034 286,881 70,934 (7,158) 350,657 350,657 34,839 (2,462) 383,034 286,881 70,934 (7,158) 350,657 (i) The fund received under the Central Bank of Nigeria (CBN) Commercial Agriculture Credit Scheme represents a credit line granted to the Bank for the purpose of providing concessionary funding to the agricultural sector. The facility has a tenor of 16 years with effect from 2009 and will expire in September 2025. The facility attracts an interest rate of 2% per annum and the Bank is under obligation to on-lend to customers at an all-in interest rate of not more than 9% per annum. Based on the structure of the facility, the Bank assumes the default risk of all amounts lent to the Bank's customers. (ii) The Central Bank of Nigeria (CBN) / Bank of Industry (BOI) - SME / Manufacturing Intervention Fund represents an intervention credit granted to the Bank for the purpose of refinancing / restructuring existing loans to Small and Medium Scale Enterprises (SMEs) and Manufacturing Companies. The total facility is secured by Nigerian Government Securities. The value of Government securities pledged as collateral is N50.41 billion (December 31, 2016: N61.66 billion). The maximum tenor for term loans under the programme is 15 years while the tenor for working capital is one year, renewable annually subject to a maximum tenor of five years. A management fee of 1% per annum is deductible at source in the first year, and quarterly in arrears thereafter, is paid by the Bank under the Intervention programme and the Bank is under obligation to on-lend to customers at an all-in interest rate of 7% per annum. The Bank is the primary obligor to CBN / BOI and assumes the risk of default. (iii) The purpose of granting new loans and refinancing / restructuring existing loans to companies in the power and aviation industries is to support Federal Government's focus on the sectors. The facility is secured by Irrevocable Standing Payment Order (ISPO). The maximum tenor for term loans under the programme is 15 years while the tenor for working capital is one year, with option to renew the facility annually subject to a maximum tenor of five years. The facility attracts an interest rate of 1% per annum payable quarterly in arrears and the Bank is under obligation to on-lend to customers at an all-in interest rate of 7% per annum. (iv) The Micro Small & Medium Scale Enterprises Development Fund (MSMEDF) is an intervention fund established to support the channelling of low interest funds to the MSME sub-sector of the Nigerian economy. The facility attracts an interest rate of 2% per annum and the Bank is obligated to on-lend to SMEs at 9% per annum. The maximum tenor is 5 years while the tenor for working capital is 1 year. 134 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 (v) The Salary Bailout Scheme was approved by the Federal Government to assist State Governments in the settlement of outstanding salaries owed their workers. Funds are disbursed to Banks nominated by beneficiary States at 2% for on- lending to the beneficiary states at 9%. The loans have a tenor of 20 years. Repayments are deducted at source, by the Accountant General of the Federation, as a first line charge against each beneficiary state’s monthly statutory allocation. (vi) Excess Crude Account (ECA) facilities are loans of N10 billion to each State with a tenor of 10-years priced at 9% per annum interest rate to the beneficiaries. Repayments are deducted at source, by the Accountant General of the Federation, as a first line charge against each beneficiary state’s monthly statutory allocation. (vii) The Real Sector Support Facility (RSSF): The Central Bank of Nigeria, as part of the efforts to unlock the potential of the real sector to engender output growth, productivity and job creation has established a N300 billion Real Sector Support Facility (RSSF). The Facility will be large enterprises for startups and expansion financing needs of N500 million up to a maximum of N10.0 billion. The activities targeted by the Facility are manufacturing, agricultural value chain and selected service sub-sectors. The fund from the CBN at 2%, and then disburses the funds to the manufacturers at 9% interest rate. 30. Borrowings Long term borrowing comprise: Due to ADB (i) Due to KEXIM (ii) Due to EIB (iii) Due to PROPARCO (iv) Due to AFC (v) Due to ABSA Bank (vi) Due to J P Morgan Chase Bank (vii) Due to Standard Bank London (viii) Due to First Rand Bank (x) Due to Standard Bank South Africa (ix) Due to IFC (x) Due to First Abu Dhabi Bank (xi) Due to Citi Global Markets Due to British Arab Bank (xii) Due to Zenith Bank (UK) (xiii) Due to Zenith Bank Ghana (xiv) 37,115 5,861 4,628 14,253 17,307 50,310 33,198 58,993 - 66,723 28,116 33,313 - 6,679 - - 38,924 4,066 6,370 17,205 - 45,985 22,908 71,541 5,114 - 31,016 - 15,362 4,615 - - 37,115 5,861 4,628 14,253 17,307 50,310 33,198 58,993 - 66,723 28,116 33,313 - 6,679 8,313 54,170 38,924 4,066 6,370 17,205 - 45,985 22,908 71,541 5,114 - 31,016 - 15,362 4,615 7,670 22,026 356,496 263,106 418,979 292,802 The Group has not defaulted in the payment of principal or interest neither has the Group been in breach of any covenant relating to the liabilities during the period (December 31, 2016: nil). Classified as: Current Non-current Movement in borrowings At beginning of the year Addition during the year Repayment during the year At end of the year (i) Due to ADB - 356,496 356,496 199,287 63,819 263,106 - 418,979 418,979 199,287 93,515 292,802 263,106 102,373 (8,983) 356,496 258,862 82,017 (77,773) 263,106 292,802 193,088 (66,911) 418,979 268,111 104,043 (79,352) 292,802 The amount due to African Development Bank (ADB) of N37.12billion (US $112.08million) represents the outstanding balance from a dollar term loan facility to the tune of US $125 million granted by ADB on September 2014. The facility is repayable over 7 years. Interest is payable half-yearly at the rate of 6 months LIBOR + 3.6% per annum. The outstanding balance of N37.12billion (US $112.08million) will mature in February 2021. 135 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 (ii) Due to KEXIM The amount of N5.86billion (US $17.70million) represents the outstanding balance from eight short term loan facilities of US $4.8 million, US $3million, US $3.6million, US $3.2million, US $3 million, US $5.08million, US $6 million and US $3.12 million granted by The Export-Import Bank of Korea (KEXIM) in November, October, March, April, May, June, August and September 2017. Interest is payable monthly at 3 month LIBOR+ 1.8% (for US $4.8million), 3 month LIBOR+1.74% (for US $3million, US $6 million and US $3.12 million), 3 months LIBOR+ 1.7% ( for US $3.6million, US $3 million, US $ 5.08 million) and 3 months LIBOR +1.73% ( for US $3.2million). The outstanding balances are N1.46billion (US $4.4million), N827.90million (US $2.5million), N119.22million (US $0.36million), N211.94million (US $0.64million), N298.04million (US $0.9million), N844.46 million (US $2.55 million), N1.32 billion (US $4 million) and N774.91million (US $2.34 million) respectively. Final repayments on these facilities are due in November, October, January, February, March, April, August and September 2018 respectively. (iii) Due to European Investment Bank The amount due to European Investment Bank (EIB) of N4.63 billion ($13.98 million) represents the outstanding balance from the a 6-year dollar facility of US $27.32 million, with two (2) years moratorium, granted by the European Investment Bank (EIB) in 2013. Interest is payable at the rate of 6 months LIBOR + 2.74% per annum. The outstanding balance of N4.63 billion ($13.98 million) from the facility will mature in July 2019. (iv) Due to Proparco The amount due to Propaco of N14.25billion (US $43.04million) represents the outstanding balance of two tranches of the credit facilities to the tune of US $25m and US $50m granted by Promotion et Participation pour la Coopération économique (PROPARCO) in February and December 2013 respectively. The facilities are priced at 6 months Libor+3.76% and 6 months Libor+3.71% per annum and will mature in April 2020 and April 2021 respectively. Interest on each of the facilities are payable semi-annually. The outstanding balances for each facilities are N3.51 billion (US $10.59 million) and N10.74 (US $32.45) respectively. (v) Due to AFC The amount of N17.31 billion ($52.26 million) represents the outstanding balances on the dollar short-term facilities of US$ 50 million granted by AFC in April 2017. The facility is priced at 6.4% with a maturity date of April 2018. Interest is payable upon maturity for the facility. (vi) Due to ABSA The amount of N50.31billion (US $151.92million) represents the amount payable by the Bank on two dollar repurchase facilities of US$75 million each granted by ABSA in September 2017 and November 2017. Interest is payable on maturity at the rate of 3months Libor plus 4.25% on the first facility and 3 months' LIBOR plus 4.0% on the second facility. The first facility will mature in March 2018 and the other facility will mature in May 2018. (vii) Due to JP Morgan The amount due to JP Morgan Chase Bank of N14.94 billion (US $75.06 million) represents the outstanding balance of two tranches of dollar facilities in the sums of US $50 million and US $25 million . Both tranches are being rolled over on a monthly basis. The interest is payable at a rate of LIBOR +2.7 and + 2.5% per annum. The interest is payable at a rate of LIBOR +2.7 and + 2.5% per annum. The outstanding balance of US $50.03 million and US $25.03 million from the both facility will mature in 1 month time. (viii) Due to Standard Bank London The amount of N58.99 billion (US $178.14 million) represents the amount payable by the Bank from eight short term facilities of US $29.7 million, US $15 million, US $8.09 million, US $5.85 million, US $75 million, US $21.5 million, US $5 million and US $15.75 million granted by Standard Bank London in December 2017 (US $29.7 million, $8.09 million and US $15.75 million), November 2017 (US $15 million) June 2017 (US $5.85 million), August 2017 (US $75 million) and September 2017 (US $21.5 million and US $5 million) respectively. 136 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 Interest is payable upon maturity at 5.19% (US $29.70 million, US $8.09 million and US $15.75 million), 5.13% (US $15 million), 5.62% (US $5.85 million), 3 month LIBOR plus 4% (US $75 million), 5.25% (US $21.05 million) and 5.24% (US $5 million). The facilities will mature in May 2018 (US $29.7 million, $15 million, $8.09 million and US $15.75 million), March 2018 (US $5.85 million), August 2018 (US $75 million) and February 2018 (US $21.5 million and US $5 million) respectively. (ix) Due to Standard Bank South Africa The amount of N66.72 billion ($201.48 million) represents the outstanding balance on three dollar short-term facilities of US$ 75 million, US $50 million and US $ 75 million granted by Standard Bank of South Africa in April and September (for the last two facilities) 2017 respectively. The first facility is priced at 3 months LIBOR plus 5%, the second facility at 3 months LIBOR plus 4% and the third facility at 12 months LIBOR plus 5% with a maturity date of April, September and March 2018 respectively. Interest is payable quarterly on all the facilities. (x) Due to IFC The amount of N28.12 million (US $84.9million) represents the amount payable by the Bank from a term loan facility of US $100million granted by International Finance Corporation (IFC) in June 2015. Interest is payable semi annually at 6 months LIBOR plus 4.5% per annum and the facility will mature in September 2022. The facility has an outstanding principal balance of N27.60 billion (US $83.33million). (xi) Due to First Abu Dhabi Bank The amount of N33.31 billion ($100.60 million) represents the outstanding balance on two dollar short-term facilities of US$ 50 million each granted by FAB in August and September 2017 respectively. The first facility is priced at 4.71% and the second facility is priced at 3 months LIBOR plus 3.75% with a maturity date of August and September 2018 respectively. Interest is payable upon maturity for the first facility and quarterly on the second facility. (xii) Due to British Arab Commercial Bank The amount of N6.68billion ($20.17 million) represents the outstanding balance on a dollar short term facility of $20 million obtained from British Arab Bank in November 2017. It is priced at 5.59% with interest payable at maturity date of May 2018. (xiii) Due to Zenith Bank UK The amount N8.31 billion ( US $25.1 million) represents a short dollar Term Loan from Zenith Bank UK granted in September 2017. It is priced at 6.0% with interest payable quarterly and principal payable at maturity date of September, 2018. This amount has been eliminated on consolidation. (xiv) Due to Zenith Bank Ghana The amount N54.17 billion ($163.58 million) represents the outstanding balance on nine short-term dollar facilities of US $40 million, US $20 million, US $10 million, US $ 10 million, US $9.71 million, US $11.08 million, US $8.49 million, US $10 million and US $40 million availed to the Bank by Zenith Bank Ghana in August 2017 ($40 million, $20 million, $10million, $10 million), May 2017 ($9.71 million and $8.49 million), March 2017 ($11.08 million), and June 2017 ($10 million and $40 million). The first four facilities are due to mature in August 2018 ($40 million, $20 million, $10 million and $10 million) while the others have maturities of March 2018, May 2018, June 2018 and December 2021 respectively. The facilities are priced at 7% for (US $40 million, US $20 million, US $10 million, US $ 10 million), 7.5% for the $9.71 million, $8.49 million and $10 million facility, 8.5% for the $11.08million and 6 months' LIBOR + 5.75% for the last facility (US $40 million). This amount has been eliminated on consolidation. 137 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 31. Debt securities issued Due to Euro bond holders Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 332,931 332,931 153,464 153,464 332,931 332,931 153,464 153,464 The amount of N332.93 billion ($1 billion) represents the outstanding balance due on the two tranches of US $500 million Eurobond notes issued by Zenith Bank Plc in April 2014 and May 2017 with a maturity date of April 2019 and May 2022 respectively. Interest is priced at 6.25% for the first tranche and 7.375% for the second tranche; both payable semi-annually with a bullet repayment of the principal sum at maturity. The total amount is non-current. The Group has not had any defaults of principal, interest or other breaches with respect to the debt securities during the year (December 31, 2016: Nil). Movement in debt securities issued At start of the year Revaluation loss for the year Additional issue Contractual repayment Accrued interest during the year At end of the year Classified as: Current Non-current 32. Derivative liabilities Instrument types: Forward contracts Fair value of liabilities Futures contracts Fair value of liabilities Classified as: Current Non-current 153,464 6,064 152,239 21,164 - 332,931 99,818 53,256 - (9,539) 9,929 153,464 153,464 6,064 152,239 21,164 - 332,931 99,818 53,256 - (9,539) 9,929 153,464 - 332,931 332,931 - 153,464 153,464 - 332,931 332,931 - 153,464 153,464 6,124 - 14,681 20,805 9,887 - 56,947 66,834 6,124 - 14,681 20,805 9,887 - 56,947 66,834 20,805 - 20,805 66,834 - 66,834 20,805 - 20,805 66,834 - 66,834 The Group enters into currency forward contracts with counterparties. On initial recognition, the Group estimates the fair value of derivatives transacted with the counterparties using valuation techniques. In many cases, all significant inputs into the valuation techniques are wholly observable reference being made to similar transactions in the wholesale dealer market. During the year, various forward contracts entered into by the Bank generated net gains of N68.70 billion (December 31, 2016 net gain of N20.08 billion) which were recognized in the statement of comprehensive income. These net gains related to the fair values of the forward contracts, producing derivative assets and liabilities of N57.2 and N20.8 billion respectively (December 31, 2016 N82.9 and N66.8 billion respectively). 138 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 33. Share capital Authorised 40,000,000,000 ordinary shares of 50k each (31 Dec 2016: 40,000,000,000 ) Issued and fully paid 31,396,493,786 ordinary shares of 50k each (31 Dec 2016: 31,396,493,786) Issued Ordinary Share premium 20,000 20,000 20,000 20,000 15,698 15,698 15,698 15,698 15,698 255,047 270,745 15,698 255,047 270,745 15,698 255,047 270,745 15,698 255,047 270,745 There was no movement in the share capital account during the year. The holders of ordinary shares are entitled to receive dividends, which are declared from time to time, also each shareholder is entitled to a vote at the meetings of the Bank. All ordinary shares rank equally with regards to the Group's residual assets. 34. Share premium, retained earnings and other reserves (a) There was no movement in the Share premium account during the current and prior year. Share premium 255,047 255,047 255,047 255,047 The nature and purpose of the reserves in equity are as follows: (b) Share premium: Premiums from the issue of shares are reported in share premium. (c) Retained earnings: Retained earnings represent undistributed profits, net of statutory appropriations attributable to the ordinary shareholders. (d) Statutory reserve: This reserve represents the cumulative appropriation from general reserves/earnings in line with Nigerian banking regulations that require the Bank to make an annual appropriation in reference to specific rules. Section 16(1) of the Bank and Other Financial Institutions Act of 1991 (amended), stipulates that an appropriation of 30% of profit after tax be made if the statutory reserve is less than the paid-up share capital and 15% of profit after tax if the statutory reserve is greater than the paid-up share capital. In the current period, a total of N23,572 million representing 15% of Zenith Bank's profit after tax was appropriated. (e) SMIEIS/AGSMIES reserves: This reserve represents the aggregate amount of appropriations from profit after tax to finance equity investments in compliance with the directives issued by the Central Bank of Nigeria (CBN) through its circulars dated July 11, 2006 (amended) and April 7, 2017 respectively. The SMIEIS reserve was maintained in compliance with the Central Bank of Nigeria's requirement that all licensed banks set aside a portion of the profit after tax in a fund to be used to finance equity investments in qualifying small and medium scale enterprises. Under the terms of the guideline issued in July 2006, the contributions were 10% of profit after tax and were expected to continue after the first 5 years after which banks’ contributions were to reduce to 5% of profit after tax. In April 2017, the Central Bank of Nigeria issued guidelines to govern the operations of the Agriculture/Small and Medium Enterprises Scheme (AGSMIES), which was established to support the Federal Government's efforts at promoting agricultural businesses and Small and Medium Enterprises (SMEs) as vehicles for achieving sustainable economic development and employment generation. While transfer to this reserve under the earlier directive is no longer mandatory, all Nigerian banks are now required to set aside an amount equal to 5% of their annual Profits After Tax (PAT) towards the funding of equity investments, which qualify under the AGSMIE Scheme. During the year under review, the Bank was debited a total of N5.96 Billion by CBN so no amount was appropriated from retained earnings. 139 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 The small and medium scale industries equity investment scheme reserves are non-distributable. (f) Fair reserve: Comprises fair value movements on equity instruments where the provision required per the prudential guidelines is higher. (g) Foreign currency translation reserve: Comprises exchange differences resulting from the translation to Naira of the results and financial position of Group companies that have a functional currency other than Naira. (h) Regulatory reserve for credit risk: This reserve represents the cummulative difference between the loan loss provision determined per the Prudential Guidelines and the allowance/reserve for loan losses as determined in line with the principles of IAS 39. As at 31 December 2017, there was a reversal of N8.1 billion from the credit risk reserve to general reserve (31 December 2016: transfer of N8.1 billion). This reserve is not available for distribution to shareholders. 35. Pension contribution In accordance with the provisions of the Pensions Reform Act 2014, the Bank and its subsidiaries commenced a contributory pension scheme in January 2005. For entities operating in Nigeria, the contribution by employees and the employing entities are 2.5% and 15.5% respectively of the employees' basic salary, housing and transport allowances. Entities operating outside Nigeria contribute in line with the relevant pension laws in their jurisdictions. The contribution by the Group and the Bank during the year were N1.52 billion and N1.19 billion respectively (December 31, 2016: N3.52 billion and N2.97 billion). 36. Personnel expenses Compensation for the staff are as follows: Salaries and wages Other staff costs Pension contribution 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 53,397 7,107 3,955 64,459 50,820 4,982 3,524 59,326 46,181 6,340 3,151 55,672 44,649 4,901 2,969 52,519 (a) The average number of persons employed during the year by category: Executive directors Management Non-management Number Number Number Number 11 428 6,635 7,074 11 442 6,667 7,120 5 380 5,496 5,881 5 403 5,562 5,970 The table below shows the number of employees, whose earnings during the year, fell within the ranges shown below: N300,001 - N2,000,000 N2,000,001 - N2,800,000 N2,800,001 - N4,000,000 N4,000,001 - N6,000,000 N6,000,001 - N8,000,000 N8,000,001 - N9,000,000 N9,000,001 - and above Number 869 27 779 1,716 1,223 796 1,664 Number 811 58 787 1,798 1,225 798 1,643 Number 472 - 759 1,556 1,009 670 1,415 Number 472 - 759 1,645 1,009 670 1,415 7,074 7,120 5,881 5,970 140 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 36. Personnel expenses (continued) (b) Directors' emoluments The remuneration paid to directors are as follows: Executive compensation Fees and sitting allowances Retirement Benefit costs Fees and other emoluments disclosed above include amounts paid to: The chairman The highest paid director 773 676 30 1,479 52 88 403 625 29 1,057 52 88 305 243 3 551 34 88 169 230 5 404 34 88 The number of directors who received fees and other emoluments (excluding pension contributions and reimbursable expenses) in the following ranges was: N5,500,001 and above Number 33 Number 33 Number 10 Number 11 37. Group subsidiaries and related party transactions Parent: Zenith Bank Plc (incorporated in Nigeria) is the ultimate parent company of the Group. Subsidiaries: Transactions between Zenith Bank Plc and its subsidiaries which are eliminated on consolidation are not separately disclosed in the consolidated financial statements. The Group's effective interests and investments in subsidiaries as at December 31, 2017 are shown below. Entity Foreign / banking subsidiaries: Zenith Bank (Ghana) Limited Zenith Bank (UK) Limited Zenith Bank (Sierra Leone) Limited Zenith Bank (Gambia ) Limited Zenith Pensions Custodian Limited Zenith Nominee Limited Effective holding % Nominal share capital held 98.07 100.00 99.99 99.96 99.00 100.00 % % % % % % 6,444 21,482 2,059 1,038 1,980 1,000 141 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira December 31, 2017 Transactions and balances with subsidiaries In millions of naira Receivable from Payable to Income received from Expense paid to Zenith Bank (UK) Limited Zenith Bank (Ghana) Limited Zenith Bank (Sierra leone) Limited Zenith Bank (Gambia) Limited Zenith Pensions Custodian Limited December 31, 2016 - 880 103 92 - 8,313 54,170 - - 239 - - - - - 29 - - - 3,058 Transactions and balances with subsidiaries In millions of naira Receivable from Payable to Income received from Income received from Zenith Bank (UK) Limited Zenith Bank (Ghana) Limited Zenith Bank (Sierra leone) Limited Zenith Bank (Gambia) Limited Zenith Pensions Custodian Limited Significant restrictions 82,738 661 23 721 - 22,906 - - - 348 2,959 - - - 3,960 - - - - 2,036 The Group does not have significant restrictions on its ability to access or use its assets and settle its liabilities other than those resulting from the supervisory frameworks within which banking subsidiaries operate. The supervisory frameworks require banking subsidiaries to keep certain levels of regulatory capital and liquid assets, limit their exposure to other parts of the Group and comply with other ratios. See notes 3.4, 3.6 and 4.4b for disclosures on liquidity, capital adequacy, and credit risk reserve requirements respectively. The carrying amounts of banking subsidiaries' assets and liabilities are N748.54 billion and N713.66 billion respectively (December 31, 2016: N704.42 billion and N583.79 billion respectively). Non controlling interest in subsidiaries The Group does not have any subsidiary that has material non controlling interest. Key management personnel Key management personnel is defined as the Group's executive management, including their close members of family and any entity over which they exercise control. Close members of family are those family members who may be expected to influence, or be influenced by that individual in their dealings with the Group. Key management compensation Executive compensation Retirement benefit cost Fees and sitting allowances Loans and advances At start of the year Repayment during the year At end of of the year Interest earned 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 773 30 676 1,479 403 625 29 1,057 305 3 243 551 169 230 5 404 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 292 (93) 199 15 559 (267) 292 29 264 (39) 225 15 522 (258) 264 26 Loans to key management personnel include mortgage loans and other personal loans which are given under terms that are no more favourable than those given to other staff. No impairment has been recognised in respect of loans granted to key management (December 31, 2016: Nil) as they are performing. Mortgage loans amounting to N699 million (December 31, 2016: N715 million) are secured by the underlying assets. All other loans are unsecured. 142 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira Loans Deposits Interest received Interest paid December 31, 2017 Name of company Cyberspace Network Quantum Fund Management * Zenith General Insurance company Ltd Zenith Trustees Ltd Directors and relations Relationship/ Name Common directorship /Jim Ovia Common directorship /Jim Ovia Common directorship/Ji m Ovia Common directorship - - - - - - - 692 64 1,051 1 301 2,109 31 December, 2016 Name of company Quantum Fund Management Zenith General Insurance Company Limited Zenith Trustees Limited Director and relations Relationship Loans Deposits Interest received Common directorship / Jim Ovia Common directorship/Ji m Ovia Common directorship/Ji m Ovia - - - - - 303 704 5 440 1,452 3 - - - 4 7 - - - - - - - 9 1 1 11 Interest paid 2 2 4 2 10 Interest charged on loans to related parties and interest and other fees paid to related parties are similar to what would be charged in an arms' length transaction. Loans granted to related parties are secured over real estate and other assets of the respective borrowers. No impairment has been recognised in respect of loans granted to related parties (December 31, 2016: Nil). During the year, Zenith Bank Plc paid N2,115 million as insurance premium to Zenith General Insurance Limited (December 31, 2016: N1,822 million). These expenses were reported as operating expenses. The amount of N2,961.65 billion (December 31, 2016: N2,362.35 billion) represents the full amount of the Group's guarantee for the assets held by its subsidiary, Zenith Pensions Custodian Limited under the latter's custodial business as required by the National Pensions Commission of Nigeria. The Bank entered into a finance lease contract in October 2017 with Oviation Limited. Oviation limited has two common Directors with Zenith Bank. The finance lease agreement has Zenith Bank as lessee for a Gulfstream jet over a tenor of 10 years with annual lease payments of 2.76 billion Naira. The lease transaction was conducted at arm’s length and the lease obligation as at year end 31 December 2017(Note 28b) was 12.05 billion ( 31 December 2016 – Nil) The Bank paid N13,213 million (December 31, N6,799 million) to Cyberspace Network for various transactions during the year. 38. Contingent liabilities and commitments (a) Legal proceedings The Group is presently involved in 138 litigation suits in the ordinary course of business. The total amount claimed in the cases against the Group is estimated at N48.63 billion (December 31, 2016: N17.18 billion). The actions are being contested and the Directors are of the opinion that none of the aforementioned cases is likely to have a material adverse effect on the Group and are not aware of any other pending or threatened claims and litigations. 143 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 38. Contingent liabilities and commitments (continued) (b) Capital commitments At the balance sheet date, the Group had capital commitments amounting to N5.72 billion (December 31, 2016: N6.50 billion) in respect of authorized and contracted capital projects. (c) Confirmed credits and other obligations on behalf of customers In the normal course of business the Group is a party to financial instruments with off-balance sheet risk. These instruments are issued to meet the credit and other financial requirements of customers. The contractual amounts of the off-balance sheet financial instruments are: Performance bonds and guarantees Usance Letters of credit Pension Funds (See Note (below)) Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 492,927 141,283 381,917 2,961,650 560,704 98,761 311,681 2,362,349 445,913 141,283 287,645 2,961,650 513,832 98,761 215,839 2,362,349 3,977,777 3,333,495 3,836,491 3,190,781 The transaction related performance bonds and guarantees are, generally, short-term commitments to third parties which are not directly dependent on the customer's creditworthiness. As at December 31, 2017, performance bonds and guarantees worth N86.3 billion (December 31, 2016: N560.7 billion) are secured by cash while others are otherwise secured. Usance and letters of credit are agreements to lend to a customer in the future, subject to certain conditions. Such commitments are either made for a fixed period, or have no specific maturity dates, but are cancellable by the Group (as lender) subject to notice requirements. These Letters of credit are provided at market-related interest rates and cannot be settled net in cash. Usance and letters of credit are secured by different types of collaterals similar to those accepted for actual credit facilities. The amount of N2,961.65 billion (December 31, 2016: N2,362.35 billion) represents the full amount of the Group's guarantee for the assets held by its subsidiary, Zenith Pensions Custodian Limited under the latter's custodial business as required by the National Pensions Commission of Nigeria. 39. Dividend per share Dividend proposed Number of shares in issue and ranking for dividend Proposed dividend per share Interim dividend paid Final dividend per share proposed Dividend paid during the year Interim dividend paid during the year Total dividend paid during the year 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 84,771 31,396 270 k k25 245 k 55,572 7,850 63,422 63,422 31,396 202 k k25 177 k 48,664 7,850 56,514 84,771 31,396 270 k k25 k 245 55,572 7,850 63,422 63,422 31,396 202 k25 177 48,664 7,850 56,514 The Board of Directors, pursuant to the powers vested in it by the provisions of section 379 of the Companies and Allied Matters Act of Nigeria, Cap C20 LFN 2004, proposed a final dividend of 270 kobo per share (December 31, 2016: 202k) from the retained earnings account as at December 31, 2017. This is subject to approval by shareholders at the next Annual General Meeting. The number of shares in issue and ranking for dividend represents the outstanding number of shares as at December 31, 2017 and December 31, 2016 respectively. Dividends are paid to shareholders net of withholding tax at the rate of 10% in compliance with extant tax laws. 144 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 In millions of Naira 40. Cash and cash equivalents For the purposes of the statement of cash flow, cash and cash equivalents include cash and non-restricted balances with central banks, treasury bills maturing within three months, operating account balances with other banks, amounts due from other banks. Cash and cash balances with central bank (less mandatory reserve deposits) Treasury bills (maturing within 3 months) Due from other banks 41. Compliance with banking regulations 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 310,549 140,874 260,180 99,378 109,990 495,803 916,342 127,068 459,457 727,399 - 273,331 533,511 112,575 354,405 566,358 During the year, there was no contraventions of the regulation of the Banks and Other Financial Institutions Act, 1991 by the Bank. 42. Events after the reporting period No significant event that requires special disclosure occured between the reporting date and the date when the financial statements were issued. 43. Comparatives During the year, outsourcing service cost reporting to personnel expense were reclassified to operating expense, Prior year comparatives for year ended December 31, 2016 have also been adjusted to reflect this principle,as presented in the notes below: In millions of Naira Group Bank 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 (i) Personnel expense Amount previously reported Reclassified to operating expense Amount as restated (ii) Operating expense Amount previously reported Reclassified to operating expense Amount as restated - - - - - - 69,042 (9,716) 59,326 94,365 9,716 104,081 - - - - - - 62,235 (9,716) 52,519 84,402 9,716 94,118 145 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 2017 2016 2017 2016 44. Statement of cash flow workings (i) Debt securities (see note 21) December 31, 2017 At 1 January Gains from changes in fair value recognised in profit or loss (note 10) Exchange differences Additions Disposals (sale and redemption) Interest accrued Coupon received Movement for cash flow statement Recognised in Cashflow statement December 31, 2016 At 1 January Gains/(losses) from changes in fair value recognised in other comprehensive income Exchange differences Additions Disposals (sale and redemption) Interest accrued Coupon received Unrealised bond FV gain Movement for cash flow statement Debt securities at fair value through profit or loss Debt securities at amortised cost Debt securities at fair value through profit or loss Debt securities at amortised cost 9,702 173,124 9,702 92,268 368 - 22,196 - - - 32,266 22,196 - 952 171,908 (75,541) 26,684 (12,543) 284,584 110,508 368 - 22,196 - - - 32,266 22,196 - - 72,942 (95,432) 11,211 (9,542) 71,447 (20,821) - (132,704) - (1,375) Debt securities at fair value through profit or loss Debt securities at amortised cost Debt securities at fair value through profit or loss Debt securities at amortised cost 6,707 195,737 6,707 134,002 (328) - 9,702 (6,379) - - 9,702 (328) 3,323 - (953) 75,794 (112,739) 29,567 (14,282) 173,124 - (21,660) (328) - 9,702 (6,379) - - 9,702 (328) 3,323 - - 52,351 (101,739) 21,597 (13,943) 92,268 - (41,734) Recognised in Cashflow statement - 18,337 - 38,410 (ii) Treasury bills (Amortised cost) (see note 16) December 31, 2017 Treasury bills (Amortised cost) Treasury bills (with 3 months maturity) Changes Recognised in Cashflow 31-Dec-17 31-Dec-16 482,978 (127,068) 355,910 389,161 (109,990) 279,171 31-Dec-17 31-Dec-16 389,406 (112,575) 276,831 252,336 - 252,336 76,739 24,495 146 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 December 31, 2016 Treasury bills (Amortized cost) Treasury bills (with 3 months maturity) Changes Recognised in Cashflow (iii) Treasury bills (FVTPL) (see note 16) December 31, 2017 Treasury bills (FVTPL) Recognised in Cashflow December 31, 2016 Treasury bills (FVTPL) Recognised in Cashflow (iv) Loans and advances (see note 20) December 31, 2017 Gross loans and advances Changes Write-back (specific) Write-back (collective) December 31, 2016 Gross loans and advances Changes Write-back Interest receivables Group Bank 2017 2016 2017 2016 31-Dec-16 31-Dec-15 324,230 (79,513) 244,717 482,978 (127,068) 355,910 31-Dec-16 31-Dec-15 277,202 (63,979) 213,223 389,406 (112,575) 276,831 (111,193) (63,608) 31-Dec-17 31-Dec-16 74,381 547,656 31-Dec-17 31-Dec-16 74,381 547,656 (473,275) (473,275) 31-Dec-16 31-Dec-15 53,698 74,381 31-Dec-16 31-Dec-15 53,698 74,381 (20,683) (20,683) 31-Dec-17 31-Dec-16 2,360,809 2,252,172 - 108,637 31-Dec-17 31-Dec-16 2,193,224 2,117,069 - 76,155 (6,535) (7,196) 94,906 - - - (6,535) (7,196) 62,424 - - - 31-Dec-16 31-Dec-15 31-Dec-16 31-Dec-15 2,360,809 (328,553) 2,032,256 - 2,193,224 (308,283) 1,884,941 - (9,142) 39,147 (298,548) - - - (6,551) 31,027 (283,807) - - - 147 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 2017 2016 2017 2016 (v)Customer deposits December 31, 2017 As per financial statement Changes December 31, 2016 As per financial statement Changes Interest payables (vi) Other liabilities (see note 29) December 31, 2017 As per statement of financial position Changes Vat payable Net cash movement December 31, 2016 As per statement of financial position Changes Vat paid Net cash movement 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 3,437,915 454,294 454,294 2,983,621 - 2,744,525 191,562 2,552,963 - - 191,562 - 31-Dec-16 31-Dec-15 2,983,621 425,737 (5,239) 420,498 2,557,884 - - 31-Dec-16 31-Dec-15 2,552,963 219,946 (4,620) 2,333,017 - - - 215,326 - 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 233,481 (24,801) 2,235 22,566 208,680 - - - 219,790 23,946 (1,814) (22,132) 243,736 - - - 31-Dec-16 31-Dec-15 31-Dec-16 31-Dec-15 208,680 (3,618) (429) 4,047 205,062 - - - 243,736 (31,100) (212) 31,312 212,636 - - - (vii) Profit on disposal of property and equipment Cost (see note 26) Accummulated depreciation (see note 26) Net book value Sales proceed Profit on Disposal (see note 10) 31-Dec-17 31-Dec-16 31-Dec-17 31-Dec-16 1,630 (1,446) 184 241 57 2,278 (1,911) 367 603 236 1,630 (1,446) 184 206 22 1,795 (1,607) 188 360 172 148 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Notes to the Consolidated and Separate Financial Statements for the Year Ended December 31, 2017 Group Bank 2017 2016 2017 2016 (viii) Proceed from sale of equity securities Cost of equity securities disposed (see note 21b) Recognised in cash flow Group 31-Dec-17 - Group 31-Dec-16 681 Bank 31-Dec-17 - Bank 31-Dec-16 - - 681 - - (ix) Interest received Interest income as per financial statement Interest receivables Recognised in cash flow (x) Interest paid Interest expense as per financial statement Interest payables Recognised in cash flow (xi) Other assets Other assets Changes Charge for the year Recognised in cash flow Other assets Changes Charge for the year Recognised in cash flow Group 31-Dec-17 474,628 - Group 31-Dec-16 384,557 (39,147) Bank 31-Dec-17 420,210 - Bank 31-Dec-16 343,556 (31,027) 474,628 345,410 420,210 312,529 Group 31-Dec-17 216,637 - Group 31-Dec-16 144,378 (5,239) Bank 31-Dec-17 200,672 - Bank 31-Dec-16 131,910 (4,620) 216,637 139,139 200,672 127,290 Group 31-Dec-17 92,494 (54,958) (23) (54,981) Group 31-Dec-16 37,536 (14,762) (284) (15,046) Group 31-Dec-16 37,536 - - Bank 31-Dec-17 56,052 (20,642) - Bank 31-Dec-16 35,410 - - - (20,642) - Group 31-Dec-15 22,774 - - Bank 31-Dec-16 35,410 (13,737) (278) Bank 31-Dec-15 21,673 - - - (14,015) - 149 Zenith Bank Plc Annual Report - December 31, 2017 Other National Disclosures ZENITH BANK PLC Value Added Statement Group Gross income Interest expense - Local - Foreign Impairment loss on financial assets Bought-in materials and services - Local - Foreign Value added Distribution Employees Salaries and benefits Government Income tax Retained in the Group Replacement of property and equipment / intangible assets To pay proposed dividend Profit for the year (including statutory, small scale industry, and non- controling interest) 31-Dec-17 31-Dec-17 31-Dec-16 31-Dec-16 % % 745,189 507,997 (194,873) (21,764) 528,552 (98,227) 430,325 (145,752) (2,594) (127,237) (17,141) 363,619 (32,350) 331,269 (91,771) (2,594) 281,979 100 236,904 100 64,459 25,528 14,059 84,771 93,162 23 9 5 30 33 69,042 27,096 11,114 63,421 66,231 29 11 5 27 28 Total Value Added 281,979 100 236,904 100 Value added represents the additional wealth which the group has been able to create by its own and employees efforts. 151 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Value Added Statement Bank Gross income Interest expense - Local - Foreign Impairment loss on financial assets Bought-in materials and services - Local - Foreign Value added Distribution Employees Salaries and benefits Government Income tax Retained in the Bank Replacement of property and equipment / intangible assets To pay proposed dividend Profit for the year (including statutory, and small scale industry) Total Value Added 31-Dec-17 31-Dec-17 % 31-Dec-16 31-Dec-16 % 673,636 454,808 (198,078) (2,594) 472,964 (95,244) 377,720 (133,418) (2,577) (129,316) (2,594) 322,898 (26,736) 296,162 (81,825) (2,577) 241,725 100 211,760 100 55,672 16,418 12,490 84,771 72,374 241,725 23 7 5 35 30 100 52,520 20,642 10,039 63,421 65,138 25 10 5 29 30 211,760 100 Value added represents the additional wealth which the bank has been able to create by its own and employees efforts. 152 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Five Year Financial Summary 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13 Group Statement of Financial Position Assets Cash and balances with central banks Treasury bills Assets pledged as collateral Due from other banks Derivative assets Loans and advances Assets classified as held for sale Investment securities Investments in associates Deferred tax Other assets Property and equipment Intangible assets 957,663 936,817 468,010 495,803 57,219 2,100,362 - 330,951 - 9,561 92,494 133,384 12,989 669,058 557,359 328,343 459,457 82,860 2,289,365 - 199,478 - 6,440 37,536 105,284 4,645 761,561 377,928 265,051 272,194 8,481 1,989,313 - 213,141 530 5,607 22,774 87,022 3,240 752,580 295,397 151,746 506,568 17,408 1,729,507 - 200,079 302 6,449 21,455 71,571 2,202 603,851 579,511 6,930 256,729 2,681 1,251,355 30,454 303,125 165 749 36,238 69,410 1,935 Total assets 5,595,253 4,739,825 4,006,842 3,755,264 3,143,133 Liabilities Customers deposits Derivative liabilities Current tax payable Deferred income tax liabilities Other liabilities On-lending facilities Borrowings Liabilities classified as held for sale Debt securities issued Total liabilities Net assets Equity Share capital Share premium Retained earnings Other Reserves Attributable to equity holders of the parent Non-controlling interest 3,437,915 20,805 8,915 18 233,481 383,034 356,496 - 332,931 2,983,621 66,834 8,953 45 208,680 350,657 263,106 - 153,464 2,557,884 384 3,579 19 205,062 286,881 258,862 - 99,818 2,537,311 6,073 10,042 - 289,858 68,344 198,066 - 92,932 2,276,755 - 7,017 678 215,643 59,528 60,150 14,111 - 4,773,595 4,035,360 3,412,489 3,202,626 2,633,882 821,658 704,465 594,353 552,638 509,251 15,698 255,047 365,757 183,839 820,341 1,317 15,698 255,047 267,008 165,729 703,482 983 15,698 255,047 200,115 122,900 593,760 593 15,698 255,047 183,396 97,945 552,086 552 15,698 255,047 161,144 73,347 505,236 4,015 Total shareholders' equity 821,658 704,465 594,353 552,638 509,251 153 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Five Year Financial Summary 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Gross earnings Share of profit / (loss) of associates Interest expense Operating and direct expenses Impairment charge for financial assets Profit before taxation Income tax Profit after tax Foreign currency translation differences Fair value movements on equity instruments Related tax Effective portion of changes in fair value of cash flow hedges Related tax Total comprehensive income Earning per share: Basic and diluted 745,189 - (216,637) (226,864) (98,227) 203,461 (25,528) 177,933 5,233 (2,551) - - - 2,682 180,615 507,997 - (144,378) (174,521) (32,350) 156,748 (27,096) 129,652 30,338 6,636 - - - 36,974 166,626 432,535 228 (123,597) (167,877) (15,673) 125,616 (19,953) 105,663 637 (1,752) - - - (1,115) 104,548 403,343 138 (106,919) (163,702) (13,064) 119,796 (20,341) 99,455 3,282 2,549 - (2,771) 760 3,820 103,275 351,470 118 (70,796) (159,019) (11,176) 110,597 (15,279) 95,318 (2,070) 324 890 2,771 (760) 1,155 96,473 566 K 412 K 336 K 316 K 301 K 154 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Five Year Financial Summary 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13 Bank Statement of Financial Position Assets Cash and balances with central banks Treasury bills Assets pledged as collateral Due from other banks Derivative assets Loans and advances Investment securities Investments in subsidiaries Investments in associates Deferred tax Other assets Assets classified as held for sale Property and equipment Intangible assets 907,265 799,992 468,010 273,331 57,219 1,980,464 117,814 34,003 - 9,197 56,052 - 118,223 12,088 627,385 463,787 325,575 354,405 82,860 2,138,132 118,622 33,003 - 6,041 35,410 - 94,613 3,903 735,946 330,900 264,320 266,894 8,481 1,849,225 150,724 33,003 90 5,131 21,673 - 81,187 2,753 728,291 253,414 151,746 470,139 16,896 1,580,250 92,832 33,003 90 6,333 19,393 - 69,531 1,901 587,793 565,668 6,930 249,524 - 1,126,559 212,523 24,375 90 - 31,415 4,749 67,364 1,703 Total assets 4,833,658 4,283,736 3,750,327 3,423,819 2,878,693 Liabilities Customers deposits Derivative liabilities Current tax payable Deferred income tax liabilities Other liabilities On-lending facilities Borrowings Debt securities issued Total liabilities Net assets Equity Share capital Share premium Retained earnings Other reserves Attributable to equity holders of the parent 2,744,525 20,805 6,069 - 219,790 383,034 418,979 332,931 2,552,963 66,834 6,927 - 243,736 350,657 292,802 153,464 2,333,017 384 2,534 - 212,636 286,881 268,111 99,818 2,265,262 6,073 7,709 - 272,726 68,344 198,066 92,932 2,079,862 - 5,266 - 201,265 59,528 60,150 - 4,126,133 3,667,383 3,203,381 2,911,112 2,406,071 707,525 616,353 546,946 512,707 472,622 15,698 255,047 296,787 139,993 707,525 15,698 255,047 218,507 127,101 616,353 15,698 255,047 160,408 115,793 546,946 15,698 255,047 150,342 91,620 512,707 15,698 255,047 126,678 75,199 472,622 Total shareholders' equity 707,525 616,353 546,946 512,707 472,622 155 Zenith Bank Plc Annual Report - December 31, 2017 ZENITH BANK PLC Five Year Financial Summary 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Gross earnings Interest expense Operating and direct expenses Impairment charge for financial assets Profit before tax Income tax Profit after tax Other comprehensive income Fair value movements on equity instruments Tax effect of equity instruments at fair value 673,636 (200,672) (204,157) (95,244) 173,563 (16,418) 157,145 (2,551) - (2,551) 454,808 (131,910) (156,676) (26,295) 139,927 (20,642) 119,285 6,636 - 6,636 Total comprehensive income 154,594 125,921 396,653 (114,936) (155,406) (11,091) 115,220 (16,436) 98,784 (1,752) - (1,752) 97,032 372,015 (98,439) (152,335) (12,392) 108,849 (15,370) 93,479 2,549 - 2,549 96,028 311,275 (68,471) (138,789) (9,907) 94,108 (10,694) 83,414 549 890 1,439 84,853 Earning per share: Basic and diluted 501 K 380 K 315 K 295 K 266 K 156 Zenith Bank Plc Annual Report - December 31, 2017 

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