Cadbury Nigeria Plc Annual Report 31 December 2020


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Cadbury Nigeria Plc
Annual Report 31 December 2020

Content Financial highlights Mission statement Corporate information Board of Directors and Company Secretary's profile Directors' report Statement of Directors' responsibilities Certification of the audited financial statements Report of the audit committee Independent auditor's report Statement of financial position Statement of profit or loss and other comprehensive income Statement of changes in equity Statement of cash flows Notes to the financial statements Other national Disclosures: Securities trading policy Value added statement Five -Year financial summary Cadbury's distributors

Cadbury Nigeria Plc Annual Report
31 December 2020
Page 2 3 4 5 9 19
20 21 22 26 27 28 29 31
70 71 72 73

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Financial highlights In thousands of naira Revenue Gross profit Result from operating activities Profit before tax Profit for the year Share capital Total equity Data per 50k share Basic earnings per share (kobo) Net assets per share (kobo) Stock exchange quotation 31 December (Naira per share) Market capitalization at 31 December

Cadbury Nigeria Plc Annual Report
31 December 2020

2020 35,407,323 5,899,045
281,824 408,065 931,827 939,101 13,549,523
49.61 721
9.00 16,903,818

2019 39,326,807
8,325,598 1,353,608 1,538,877 1,070,845
939,101 13,566,235

Change % (10) (29) (79) (73) (13) (0)

57.01

(13)

722

(0)

10.55

(15)

19,815,032

(15)

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Cadbury Nigeria Plc Annual Report
31 December 2020
MISSION STATEMENT Cadbury Nigeria Plc is focused on nourishing and delighting our consumers with the right snacks. As a team, we are committed to our stakeholders and will do what is right for our environment.
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Cadbury Nigeria Plc Annual Report
31 December 2020

Corporate information

Board of Directors Mr. Atedo Peterside, CON Mr. Adedotun Sulaiman, MFR Mrs. Oyeyimika Adeboye Mr. Ogaga Ologe Mr. Gawad Abaza (Egyptian) Mr. Sunil Parthasarathy (Indian) Mr Nigel Parsons (British) Mrs. Ibukun Awosika Mrs. Kofo Akinkugbe (American) Ms. Nadia Mohammed

- Chairman (Non Executive) (Resigned 30 June 2020) - Chairman (Non Executive) (Appointed 22 July 2020) - Managing Director - Finance Director - Non-Executive Director (Resigned 1 April 2020) - Non-Executive Director - Non-Executive Director (Appointed 1 April 2020; Resigned 28 February 2021) - Non-Executive Director - Non-Executive Director (Appointed 1 January 2021) - Non-Executive Director (Appointed 1 January 2021)

Company Secretary/Chief Counsel Mrs. Fola Akande Cadbury Nigeria Plc Lateef Jakande Road Agidingbi, Ikeja Lagos Tel: +234-1-2717777

Registrar & Transfer Office First Registrars and Investor Services Limited 2, Abebe Village Iganmu, Lagos Tel: +234 (1) 2799880 E-mail: [email protected] www.firstregistrarsnigeria.com

Registered Office Cadbury Nigeria Plc RC4151 Lateef Jakande Road Agidingbi, Ikeja Lagos Tel: +234-1-2717777 E-mail: [email protected] Website: www.cadburynigeria.com

Independent Auditor PricewaterhouseCoopers Chartered Accountants Landmark Towers, Plot 5B, Water Corporation Road, Victoria Island, Lagos. Tel: +234 (1) 2711700 E-mail: [email protected] Website: www.pwc.com/ng

Bankers Access Bank Plc Citibank Nigeria Limited First Bank of Nigeria Limited Guaranty Trust Bank Plc Stanbic IBTC Bank Plc Standard Chartered Bank Plc United Bank for Africa Plc Zenith Bank Plc

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Cadbury Nigeria Plc Annual Report
31 December 2020
Board of Directors and Company Secretary's Profile
Atedo N A Peterside CON Atedo A Peterside (a Commander of the Order of the Niger), joined the Board of Cadbury Nigeria Plc as a Non-Executive Director in August 2009. He was appointed Chairman of the Board with effect from 21 April 2010. He is the Founder of Stanbic IBTC Bank Plc and is also the Founder and Chairman of Anap Business Jets Limited. Mr. Peterside obtained a B.Sc. degree in Economics from The City University, London and an M.Sc. (also in Economics) from London School of Economics & Political Science. His executive educational experience is wide and varied and includes the Owner/President Management Programme of the Harvard Business School. He was also conferred with an honorary Doctor of Science Degree (honoris causa) by the University of Port Harcourt, Nigeria.
Mr. Peterside is also the Chairman of ART X Collective Limited and Endeavor High Impact Entrepreneurship Ltd/Gte and sits on the Boards of both The Standard Bank of South Africa Limited and Standard Bank Group Limited. He is also the Founder and President of Anap Foundation, which is a non-profit organization that is committed to promoting Good Governance and is a member of the West Africa Advisory Board of the Prince’s Trust International. Mr. Peterside resigned from the Board with effect from 30th June, 2020 in order to concentrate more on the work of the Anap Foundation COVID-19 Think Tank, which he founded in March 2020 and Nigeria Agenda 2050 and the new National Development Plan 2021-25, in respect of which he is Co-Chairman of the Steering Committee, alongside the Finance Minister.
Adedotun Sulaiman, MFR was appointed to the Board of Cadbury Nigeria Plc. as a Non-Executive Director in August 2009. He was appointed Chairman of the Board with effect from 22nd July 2020. Mr. Sulaiman, a renowned management & strategy consultant, has over 35 years of experience in transformational engagements in Strategic Plan Development, Organization Design/Review, Human Resource Management, Technology planning, and Process Re-engineering in a career with Arthur Andersen & Co./Andersen Consulting/Accenture that spanned 32 years.
Mr. Sulaiman retired as Country Managing Director and Chairman of Accenture Nigeria in 2010 and has since then become an active corporate governance advocate and practitioner. He sat or sits on and/or chaired or chairs the board of several companies and not-for-profit organisations including ABSA Nigeria (formerly Barclays), SecureID Limited, Interswitch Limited, Cornerstone Insurance Plc, Arian Capital Management Limited, New Horizons Systems Solutions Limited, Parthian Partners Limited, Sundry Foods Limited, Beyond Credit Limited, Descasio Nigeria Limited, Advantage Health Africa Limited, Super Network Limited, the African Venture Philanthropy Alliance (AVPA), The Corona Schools Trust, Greensprings Schools, the Lagos Angel Network (LAN) and University of Lagos Advancement Board.
Mr. Sulaiman was the Chairman of the Financial Reporting Council of Nigeria (FRCN) from January 2017 to January 2021.
Oyeyimika Adeboye joined the Board of Cadbury Nigeria Plc. as Finance and Strategy Director in November 2008. She was appointed as Managing Director of Cadbury Nigeria Plc on 1 April 2019 and Cluster Director of Mondelēz International West Africa on 1 July 2019. Mrs. Adeboye is also a director on the Board of Cadbury Ghana Limited.
Prior to joining the Mondelēz International group, Mrs. Adeboye was the Chief Financial Officer and Director of Finance at Nigerian Bottling Company Plc (NBC). Mrs. Adeboye worked for the Nigeria Accounting Practice of the erstwhile accounting firm of Arthur Andersen & Co, and the United Kingdom Accounting Practice of Midgley Snelling & Co, Chartered Accountants, where she also trained as an articled clerk after graduating with a Bachelor’s Degree in Economics and Social Studies from University College Cardiff, Wales.
Mrs. Adeboye is a Fellow of the Institute of Chartered Accountants in England and Wales and a Member of the Institute of Chartered Accountants in Nigeria.
Mrs. Adeboye is a member of the Board of Odutola Holdings Limited, a family owned group of companies. She is also a member of the Board of Trustees of the Timothy Adeola Odutola Foundation, a family owned philanthropic foundation set up for the purpose of providing educational, industrial and technological development of Nigerian youths who may be unable to gain access to higher education.
As part of her philanthropic work, Mrs Adeboye is a member of the Board of Trustees YEO Foundation which provides various initiatives to empower less privileged women. She also contributes her time to partner with Handmaidens WiLS, a Christian NGO, which seeks to mentor and empower professional women along an ethical career path.
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Cadbury Nigeria Plc Annual Report
31 December 2020
Board of Directors and Company Secretary's Profile (Continued)
Ogaga Ologe was appointed to the Board of Cadbury Nigeria Plc as Finance Director, effective 1st April 2019. Ogaga joined Cadbury Nigeria Plc in 2012 as Senior Manager, Financial Reporting, West Africa and Business Partner IT, Legal and Human Resources. He was Integrated Supply Chain (ISC) Finance Controller, West Africa from 2014 to 2017, before his promotion to Finance Controller, West Africa, a position he held until his appointment to the Board of Cadbury Nigeria, as Finance Director.
Prior to joining Cadbury, Ogaga worked as Manager, Audit and Advisory Division, KPMG Professional Services, a global international accounting and business advisory professional service organisation. While with KPMG, Ogaga led the audit of the financial statements for many multinationals across a range of sectors including manufacturing, telecoms, and logistics.
He holds a Bachelor of Science honours degree in Physics from Delta State University, Abraka and is a qualified Chartered Accountant from the Institute of Chartered Accountants of Nigeria (ICAN).
Ibukun Awosika was appointed to the Board of Cadbury Nigeria Plc. as a Non-Executive Director in October 2009. Mrs. Awosika is the Chairman, First Bank of Nigeria Limited, Nigeria's premier and most valuable banking brand. She is also the founder and CEO of The Chair Centre Group. The companies in the group are involved in manufacturing, retail and bank-way security systems services. Ibukun chairs a number of corporate and not-for-profit boards amongst which are: d.light Design Inc., Convention on Business Integrity (CBI), Digital Jewel Limited, House of Tara International and Afterschool Graduate Development Centre (AGDC), a facility which she promoted to help address youth employability and enterprise issues in Nigeria. She sits on the boards of Cadbury Nigeria Plc., Imperial Gate School and Peniel Apartments Limited. She was Chairman, GEMS Africa Limited, FBN Life Assurance Limited, FBN Capital Limited and Kakawa Discount House Limited. She also served on the board of Nigerian Sovereign Investment Authority (NSIA).
Ibukun is a graduate of Chemistry from University of Ife (now Obafemi Awolowo University), Nigeria; an alumna of the Chief Executive Programme of Lagos Business School; the Global Executive MBA of IESE Business School, Barcelona-Spain; and Global CEO Programme of Wharton, IESE and China European International Business School (CEIBS).
With high interest in social issues, including women, Ibukun is a co-founder and past chairperson of Women in Business, Management and Public Service (WIMBIZ). She is the President of International Women's Entrepreneurial Challenge Foundation (IWEC). An ordained Pastor and founder of the Christian Missionary Fund, Ibukun, through this faith-based organization works with hundreds of missionaries spread across Nigeria to change lives with the provision of medical, educational, and other supplies.
As a fellow of the African Leadership Initiative, Aspen Global Leadership Network, Institute of Directors and Society for Corporate Governance Nigeria, Ibukun, through her projects aspires to use her opportunities in life to further the greatness of her dear country by raising entrepreneurs to create jobs for the large unemployed youthful population. She is a member of the Nigerian Economic Summit Group (NESG), served on National Job Creation Committee (NJCC), and sits on the International Advisory Board of IESE Business School, Barcelona-Spain and the Governing Council of Pan-Atlantic University.
Ibukun is a multiple award-winning entrepreneur and the 2020 recipient of the Forbes Woman Africa Chairperson Award. She was also the first Nigerian recipient of the prestigious International Women Entrepreneurial Challenge (IWEC) Award as a nominee of the US Department of State in 2008.
She loves to watch investigative and legal series in her leisure time. She is happily married to Abiodun Awosika and they are blessed with three wonderful sons.
Sunil Parthasarathy was appointed to the Board of Cadbury Nigeria Plc. as a Non-Executive Director effective 14th March 2018. Mr. Parthasarathy has over 20 years’ experience in Finance, he is currently the Finance Director for Mondelez Sub Saharan Africa. Mr. Parthasarathy joined Cadbury Schweppes Plc. in 2006 and has held a succession of senior finance roles in the Mondelez Group including Director of Accounting and External Reporting for Mondelez Asia Middle East and Africa (AMEA), Associate Director, Accounting and External Reporting, India, Supply Chain Finance Controller, Cadbury Schweppes Australia and New Zealand, and Financial Planning and Analysis Manager, Cadbury Schweppes Asia Pacific. Prior to joining Cadbury Schweppes, Mr. Parthasarathy spent six years in a variety of Finance roles with Procter and Gamble Asia. Mr. Parthasarathy is an Associate of the Institute of Chartered Accountants of India.
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Cadbury Nigeria Plc Annual Report
31 December 2020
Board of Directors and Company Secretary's Profile (Continued)
Gawad Abaza Abaza was appointed to the Board of Cadbury Nigeria Plc. as a Non-Executive Director on 20th October 2016. He is presently the Area Vice President (VP), Middle East & Africa (MEA). Mr. Abaza is a Biochemist by qualification with a Bachelor in science, and holds an MBA in Marketing. He was previously President Chocolate category, Eastern Europe, Middle East & Africa (EEMEA), from 1st January, 2015. Before that, he held the roles of Managing Director of Kraft Foods’ Mashreq cluster in Cairo from 2010, and then Area VP, South, Central & Eastern Africa until December 2014. Mr. Abaza worked for the Cadbury Group for seven years, where initially, he was made Managing Director of the Cadbury Adams Egypt Group in 2003. Mr. Abaza later became Cadbury Managing Director for the Middle East and North Africa Area from the 1st October, 2016 and was appointed President, Middle East & Africa from 1st of January 2019.
Mr. Abaza resigned from the Board of Cadbury Nigeria Plc effective 1st April 2020.
Nigel Parsons was appointed to the Board of Cadbury Nigeria Plc as a Non-Executive Director, on the 1st April 2020. He is presently the Business Unit President, Sub-Sahara Africa, for Mondelēz International. Before his current position, Nigel led the operational strategy and commercial delivery of Mondelēz International in Australia. Based in Melbourne, Nigel was responsible for approximately 2,000 employees and a portfolio of iconic chocolate, biscuit and candy brands including Cadbury Dairy Milk chocolate, Oreo, belVita biscuits, The Natural Confectionery Company and Pascall.
During his 19-year tenure with the business, Nigel held other roles such as Commercial Director, Australia; Sales Director, Asia, Middle East and Africa; Sales Director, Australia; and Head of Corporate Grocery, Australia. Having worked in key markets including South Africa, United Kingdom and parts of Asia, Nigel has led the development of a category and customerled commercial business that is focused on providing Australian consumers with the right snack, for the right moment, made in the right way. Under Nigel’s leadership, Mondelēz Australia was recognised in 2017, 2018 and 2019, as ‘The Advantage Survey’s Best Supplier in Australia,’ for both snacking and total fast-moving consumer goods. Nigel sits on the Australian Food and Grocery Council’s Board Sub Committee, where he provides solutions for key industry initiatives and focus areas. In the community, Nigel is President of the Prahran Cricket Club and is also on the Junior Board of the South Eastern Cricket Association.
An engaging business leader with 30 years in the branded food industry, with experience across general management, sales, mergers and acquisition, strategy and transformation, he is passionate about growing people, capability and businesses, through a diverse and inclusive workplace.
Nigel, who is South African by birth, studied Commerce at the University of Natal and Business at the University of Wales. He is married with two children and enjoys spending time playing and watching sport.
Mr Parsons resigned from the Board of Cadbury Nigeria Plc, effective 28th February 2021.
Nadia Mohamed was appointed to the Board of Cadbury Nigeria Plc as a Non- Executive Director, on the 1st January 2021. Nadia is the Marketing Director Mondelez International (Africa) where she leads the marketing portfolio of some the world's most iconic and loved brands.
Prior to joining Mondelez, Nadia held the role of Commercial and Marketing Director for McCain Foods Retail and Foodservice Africa. Nadia is a seasoned and accomplished marketing and business leader, whose experience spans across industries and global geographies. Nadia has worked for global FMCG, Telecommunications and Financial Services organisations such as Vodafone, Woolworths, AVI and more recently returning from Australia after being Chief Marketing Officer of Tyme Digital at Commonwealth Bank of Australia-the world’s 10th largest bank.
In addition, Nadia serves as a Gerety Awards Jury member and as a Non-Executive Director for two non-profit organisations, most notably representing Africa as a Global Shaper at the World Economic Forum and currently on the board of the Women’s Business Network for the UNHCR, the UN Refugee Agency. Nadia has an extensive pedigree in brand custodianship and a truly purpose-driven leader who is often regarded as one of South Africa’s most innovative and forward-thinking brand custodians.
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Cadbury Nigeria Plc Annual Report
31 December 2020
Board of Directors and Company Secretary's Profile (Continued)
Kofo Akinkugbe was appointed to the Board of Cadbury Nigeria Plc, as a Non-Executive Director, effective 1st January 2021. Mrs. Akinkugbe is the founder of SecureID Nigeria and Secure Card Manufacturing where she currently serves as the Managing Director/CEO. A prize-winning graduate of Mathematics from the University of Lagos and Chevening scholar at the University of Strathclyde Graduate School of Business, Glasgow, UK, Kofo has attended several international Leadership and personal development programmes at leading global institutions including London Business School, INSEAD France, Lagos Business School (Chief Executive Program-CEP) and Harvard Business School (Owner/President Management - OPM) course. Kofo’s initial work experience spanned the banking and financial services sector where she had stints at International Merchant Bank (IMB) - affiliate of First National Bank of Chicago and Chartered Bank PLC - now Stanbic IBTC Bank PLC. In fulfilment of her dream of becoming an entrepreneur, she founded Interface Technologies Limited in 1997, a company involved in Security Management and Biometrics Systems. In 2005, and in further actualisation of her vision to move beyond basic technology into the evolving world of digital payments, she founded SecureID Nigeria a company involved in cards, as platforms for non-cash payments and other transactions. In 2012, she founded Secure Card Manufacturing in further realisation of her personal vision of real sector entrepreneurship and commitment to manufacturing as a means of backward integration for value addition and employment generation in the Nigerian economy. She has since taken both companies through several strategic partnerships into the international market, attaining the most pre-requisite global certifications. She currently serves as a member of both the Nigerian Industrial Policy and Competitiveness Advisory Council, and the Reguvators’ Forum (a part of the Fintech Association of Nigeria). Having spent her entire working life building a successful professional career in banking and then transitioning into a second career as an entrepreneur in manufacturing in the technology space, Kofo’s current focus is on giving back to society. Her areas of interest are in digital solutions, manufacturing, women and girls' empowerment, local content development and talent management and human capital development f+A102or leadership. She is pursuing this through frequent speaking engagements with corporate, philanthropic and humanitarian organisations.
Fola Akande joined Cadbury Nigeria Plc. as Company Secretary/Chief Counsel West Africa in July 2012. Mrs. Akande is also a director on the Board of Cadbury Ghana Limited. Mrs. Akande comes into the role with an impressive background in Compliance, Corporate Governance, Commercial and Finance Law. Mrs. Akande has an LLB. hons from the School of Oriental & African Studies (SOAS), University of London and an L.L.M from the University of Lagos. She has over 25 years of working experience and prior to joining Cadbury, she worked for Standard Chartered Bank Nigeria Limited as Company Secretary/Legal Adviser/Chief Compliance Officer. Mrs. Akande is a special member (MCIarb) of the Chartered Institute of Arbitrators UK, a Council Member of The NBA, Section on Business Law (SBL) and sits on the Governing Board of The Eye Bank for Restoring Sight Nigeria a Non-Governmental Organisation (NGO) set up for the purpose of creating awareness on Cornea donation and clinically restoring sight to individuals who have suffered "reversible" blindness as a result of damage of the Cornea. She also contributes her time as a Mentor with (WISCAR) Women In Successful Careers, a Non-Governmental organization, set up to assist professional career women achieve their full potential.
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Cadbury Nigeria Plc Annual Report
31 December 2020

Directors’ report For the year ended 31 December 2020
The Directors are pleased to present to the members, their Annual Report together with the audited financial statements for the year ended 31 December 2020.
Directors' responsibilities in relation to the financial statements The Directors accept responsibility for the preparation of the annual financial statements that give a true and fair view in accordance with the International Financial Reporting Standards (IFRS) and in the manner required by the Companies and Allied Matters Act of Nigeria 2020 and the Financial Reporting Council of Nigeria Act, 2011. The Directors further accept responsibility for maintaining adequate accounting records as required by the Companies and Allied Matters Act of Nigeria and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement whether due to fraud or error. The Directors have made an assessment of the Company’s ability to continue as a going concern and have no reason to believe the Company will not remain a going concern for at least twelve months from the date of this statement.
Principal activities Cadbury Nigeria Plc was incorporated in Nigeria on 9 January 1965 as a company limited by shares. It became a publicly listed Company with its shares traded locally on the Nigerian Stock Exchange in 1976. The Company’s registered address is Lateef Jakande Road, Ikeja and is principally engaged in the manufacture and sale of branded fast moving consumer goods mostly to the Nigerian market, but also for exports in West Africa. The Company also produces a wide range of intermediate products such as cocoa butter, liquor, cake and powder. The cocoa butter, cake and liquor are exported to a wide range of international customers.
The Product range The Company’s brands fall into three principal categories, namely Refreshment Beverages, Confectionery and Intermediate Cocoa Products. CADBURY BOURNVITA, CADBURY 3-in-1 HOT CHOCOLATE, are the main brands in the refreshment beverage category, while TOMTOM CLASSIC, TOMTOM HONEY LEMON, TOMTOM STRAWBERRY, BUTTERMINT AND CLORETS are the main brands in the confectionery stable. COCOA POWDER, COCOA CAKE AND COCOA BUTTER are the main products for the Intermediate Cocoa Products. The Cocoa Processing Plant in Ondo State produces a range of intermediate products such as cocoa butter, liquor and powder. The cocoa butter and liquor are exported to a wide range of international customers while the cocoa powder is consumed locally. The entire cocoa powder required for production at the Ikeja Plant is sourced from the Cocoa Processing Plant.

Shareholding
Cadbury Nigeria Plc. is owned (2019: 74.97%) by Cadbury Schweppes Overseas Limited (“CSOL”), incorporated in the United Kingdom while CSOL is owned by Mondelēz International (formerly Kraft Foods Inc,). (2019: 25.03%) is owned by a highly diversified spread of individual and institutional shareholders. Other than CSOL, no other shareholder held more than 5% of the issued share capital of the Company as at 31 December 2020 (2019:Nil). The Registrars have advised that the range of shareholding as at 31 December 2020 was as follows:

Range 1 - 1000 1001 - 5000 5001 - 10000 10001 - 50000 50001 - 100000 100001 - 500000 500001 - 1000000 1000001 - 5000000 5000001 - 10000000 10000001- 50000000 50000001- 1878202062

1,000 5,000 10,000 50,000 100,000 500,000 1,000,000 5,000,000 10,000,000 50,000,000 1,878,202,062

No. of Shareholders
41,324 20,466
5,596 3,889
490 404
45 27 3 3
1

Holders %
57.20 28.33
7.75 5.38 0.68 0.56 0.06 0.04 0.00 0.00 0.00

Unit
13,975,847 47,995,312 39,801,625 77,825,623 35,329,713 82,211,060 33,724,007 51,649,022 21,628,342 65,929,758 1,408,131,653

% Unit 0.74 2.56 2.12 4.14 1.88 4.38 1.80 2.75 1.15 3.51 74.97

72,248

100 1,878,201,962

100

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Cadbury Nigeria Plc Annual Report 31 December 2020