GlaxoSmithKline Consumer Nigeria : GLAXO SMITHKLINE CONSUMER NIG. PLC.- AUDITED FINANCIAL STATEMENT FOR 2021

GLAXOSMITHKLINE CONSUMER NIGERIA PLC

ANNUAL REPORT AND CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

GLAXOSMITHKLINE CONSUMER NIGERIA PLC

Annual report and consolidated and separate financial statements

For the year ended 31 December 2021

Table of Contents

Directors' report ....................................................................................................................................................... i

Statement of Directors' Responsibilities ................................................................................................................ vi

Certification of Financial Statements .................................................................................................................... vii

Audit committee report ....................................................................................................................................... viii

Independent Auditor's report ................................................................................................................................. 1

Consolidated and separate statement of profit or loss and other comprehensive income ................................... 4

Consolidated and separate statement of financial position ................................................................................... 5

Consolidated and separate statement of changes in equity ................................................................................... 6

Consolidated and separate statement of cash flows .............................................................................................. 7

Notes to the consolidated and separate financial statements ............................................................................... 8

Consolidated and separated statement of value added (other national disclosures) .......................................... 52

Five years financial summary ................................................................................................................................ 53

GLAXOSMITHKLINE CONSUMER NIGERIA PLC

Annual report and consolidated and separate financial statements

For the year ended 31 December 2021

Directors' report

The Board of Directors of GlaxoSmithKline Consumer Nigeria Plc ("GSK" or the "Group") is pleased to present the annual report together with the Group's audited financial statements for the year ended 31 December 2021 which discloses the state of affairs of the Group.

• 1 Principal activities

  "The Group is engaged in the manufacture, marketing and distribution of a wide range of healthcare brands that are well established in Nigeria. These include the Consumer Healthcare brands such as Panadol, Sensodyne, Andrews Liver Salt and Macleans and a range of internationally acclaimed pharmaceuticals, including Augmentin, Ampiclox and Amoxil (antibiotics); Zentel (the anthelmintic), and vaccines.

• 2 Operating results

  The following is a summary of the group operating results from continuing operations:

  GROUP	COMPANY
  2021	2021
  N'000	N'000

  2020

  2020

  Revenue

  Profit for the year before taxation Taxation

  22,449,824 945,752 (286,941)

  N'000 21,295,249 1,000,222 (377,992)

  22,449,824 948,266 (286,941)

  N'000 21,295,249 1,001,006 (377,992)

  Profit for the year attributable to owners of the parent

• 3 Dividend

  Your Board is pleased to recommend to members a dividend of N0.45k to be paid for the year to shareholders, representing 45k per ordinary share subject to the approval of shareholders. The dividend will be payable on 27 May 2022. Withholding tax at the applicable rate will be deducted at the time of payment and will be paid to the appropriate state or federal tax authorities.

• 4 Directors

  The Directors who served during the year and to the date of this report are:

  • Mr. Edmund Onuzo Chairman

  • Mr. Samuel Kuye

  • Mr. Kunle Oyelana

    Independent Non-Executive Director Managing Director

  • Mr. Mark Pfister

  • Mr. Bosco Kirugi

  Executive Director Finance Director

  Mrs. Oludewa Edodo-Thorpe Mr. Oussama Abbas

  Ms. Amina Salihu

  Independent Non-Executive Director Non-Executive Director Independent Non-Executive Director

• 5 Board changes

  "Since the last Annual General Meeting, there have been some changes in the composition of the Board. Ms. Amina Salihu was appointed an Independent Non-Executive Director of the Company on the 28th May 2021.

  In accordance with Section 273(1) of Companies Allied Matters Act, 2020, a resolution will be proposed at the Annual General Meeting approving the appointment of Ms. Amina Salihu as an Independent Non-Executive Director. "

• 6 Directors to retire by rotation

  The Directors to retire by rotation at this Annual General Meeting in accordance with Article 91 of the company's Articles of Association are Mr. Samuel Kuye, Mrs. Oludewa Edodo-Thorpe and Mr. Oussama Abbas, who, being eligible, offer themselves for re-election. Their Biographical details are contained in the directors' section of the annual report.

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GLAXOSMITHKLINE CONSUMER NIGERIA PLC

Annual report and consolidated and separate financial statements

For the year ended 31 December 2021

Directors' report (cont'd)

7 Directors' interest in share capital

The directors' interest in the Group's ordinary shares as at 31 December 2021 were as follows:

8

Name	Direct	Indirect
holding	holding	Total
Mr. Edmund C. Onuzo	337,912	11,170	349,082
Mr. Samuel Kuye	923	93,750	94,673
Mr. Kunle Oyelana	-	-	-
Mr. Mark Pfister	-	-	-
Mr. Bosco Kirugi	-	-	-
Mrs. Oludewa Edodo-Thorpe	31	-	31
Mr. Oussama Abbas	-	-	-
Ms. Amina Salihu	-	-
Beneficial ownership

None of the directors has any beneficial interest in shares of the Group except as stated in paragraph 7 above. Mr. Edmund C. Onuzo is a joint beneficial owner of the 11,170 ordinary shares held by Edmund and Charity Onuzo while Mr. Samuel Kuye is a joint beneficial owner of the 93,750 ordinary shares held by Stanbic IBTC Asset Management Limited

9 Directors' interest in contracts

None of the directors had notified the Group for the purpose of Section 303 of the Companies and Allied Matters Act, of any declarable interest in contracts with which the company is involved as at 31 December 2021.

10 Value of assets

Particulars of the changes arising from additions and disposal of fixed assets during the year are contained in Note 13 to the financial statements. Details of the other assets of the Group as at 31 December 2021 are given in Notes 14-18 to the financial statements.

11 Analysis of shareholding

"The issued and fully paid-up share capital of the Group is N597, 938,244 divided into 1,195,876,488 ordinary shares of 50k each. Of this 512,635,649 shares equivalent to 53.6 per cent are held by Nigerian shareholders, while 444,065,541 shares equivalent to 46.4 per cent are held by GlaxoSmithKline plc UK through its wholly owned subsidiaries, Setfirst Limited and SmithKline Beecham Limited as at 31 December 2021.

"

Range	Number of shareholders
1-1000	9,866
1,001-5,000	10,397
5,001- 10,000	3,211
10,001- 50,000	3,101
50,001 - 100,000	359
100,001 - 500,000	294
500,001 - 1,000,000	47
1,000,001 - Above	62
Total	27,337

Holders %	Number of holdings	% shareholding
36.09	4,015,232	0.34
38.03	26,019,737	2.18
11.75	21,849,001	1.83
11.34	62,500,897	5.23
1.31	24,586,119	2.06
1.08	57,256,838	4.79
0.17	33,854,515	2.83
0.23	965,794,149	80.76
100.00	1,195,876,488	100.00

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GLAXOSMITHKLINE CONSUMER NIGERIA PLC

Annual report and consolidated and separate financial statements

For the year ended 31 December 2021

Directors' report (cont'd)

12 Substantial interest in shares

According to the Register of Members, the following shareholders of the company held more than 5 per cent of the issued share capital of the company on 31 December 2021:

13

Shareholder	Number of shares held	% Holding
Setfirst Limited	326,593,793	27.31%
Smithkline Beecham Limited	228,488,132	19.11%
Stanbic Nominees Limited	106,932,609	8.94%
Unclaimed dividends

The unclaimed dividend in the books of the Company as at 31 December 2021 was N1,274,995,497.97 (2020: N1,430,723,032.79). They were in respect of Payments 31 to 43 of the shareholders of GlaxoSmithKline Consumer Nigeria plc and its legacy companies. The Group continues to take steps in conjunction with the Registrars, to ensure the Shareholders receive their dividend.

14 Donations

Our resolve borders around partnership with underprivileged communities across the country, putting our weight behind innovative, sustainable programs and paving way for real benefits to these communities. We are committed to strengthening community fabric by delivering health and education initiatives, and supporting local civic and cultural institutions to improve quality of life.

In 2021, GlaxoSmithKline (GSK) & Save the Children International (SCI) partnered through the INSPIRING project and donated medical equipment, instruments, and consumables worth over 100 million naira to 30 health facilities in Ikorodu LGA of Lagos state and 35 health facilities in Jigawa state.

GSK Nigeria also made a direct donation of PPEs to the Nigeria Association of Resident Doctors (NARD) and Medical Guild Lagos to provide much needed protection to health workers.

In compliance with section 43 (2) of the Companies and Allied Matters Act, 2021 the Group did not make any donation or gift to any political party, political association or for any political purpose during the year under review.

15 Human resources development

During the year, the Group invested in the training and development of its workforce through in-plant and external trainings (both local and overseas). Training areas include Leadership, Information Technology, Legal and Technical skills, as well as team-building initiatives.

The Group carried out periodic talent review to identify its existing talent pool as well as strengthen its human capital. In 2021, the Group paid very close attention to the differentiated development plan of its workforce which was tied to its articulated 4-point GSK-Expectations for Individuals and for Leaders. Deepening and strengthening the talent pool remains a strong imperative for the business in view of its aggressive growth agenda.

As a Group with a very strong ethical culture, during the year we rolled out extensive compliance and ethics training with emphasis on strong ethical and compliance behaviours. It is a fundamental belief that our performance at GSK must be backed by integrity.

In recognition of the fact that seamless communication within the team is integral to high performance, GSK's communication channels are designed to keep employees informed, engaged and involved in activities across all areas of our organization. The Group encourages two-way, open and honest communication with employees. Employees are encouraged to speak up whenever they have concerns. The Group has in place, a very strong and elaborate confidential line reporting structure that enables employees to raise their concerns without fear of victimization or reprisal.

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