Guinness nigeria plc annual report 2012

3.Guinness Nigeria Plc | Annual Report & Financial Statements 2012
2012 2011 Change
N’000 N’000 %
Results
Turnover 126,288,184 123,663,125 2
Operating profit 22,861,423 26,538,501 (14)
Profit before taxation 21,074,950 26,176,966 (19)
Taxation 6,403,755 8,249,032 (22)
Profit after taxation 14,671,195 17,927,934 (18)
Declared dividend 14,749,255 12,168,136 21
Proposed dividend 11,799,404 14,749,255 (20)
Capital expenditure 23,322,970 12,215,027 91
Shareholders’ funds 40,352,504 40,283,492 -
Data per 50 kobo share (in kobo)
Basic earnings 995 1,216 (18)
Declared dividend 1,000 825 21
Net assets 2,736 2,731 -
Stock exchange quotation at financial year end 22,600 24,500 (8)
The Directors recommend, subject to approval at the next Annual General Meeting, the payment of a final
dividend of N11.8 billion (2011: N14.7 billion), which based on the number of ordinary shares in issue on 30 June
2012, represents a dividend of 800 kobo per ordinary share (2011: 1,000k). As an alternative, the Directors also
recommend, subject to shareholder’s approval, an option of a scrip dividend, which at the current trading price,
represents an option of 1 ordinary share for every 33 ordinary shares held by each shareholder. The dividend is
subject to deduction of withholding tax at the applicable rate.
To qualify for the scrip dividend option, shareholders must complete and return their scrip dividend mandate form
to the Company’s registrar no later than 15 October 2012. Explanatory Notes on the Scrip Dividend will accompany
the Notice of Annual General Meeting and the Financial Statements.
Financial Highlights

4. Guinness Nigeria Plc | Annual Report & Financial Statements 2012
NOTICE IS HEREBY GIVEN that the 62nd Annual General
Meeting of the Members of Guinness Nigeria Plc will be held at
the Congress Hall of the Transcorp Hilton Hotel, Abuja FCT on 02
November 2012 at 11.00 O’clock in the forenoon to transact the
following businesses:
Agenda
ORDINARY BUSINESS
1. To receive the Report of the Directors, the Financial Statements for the year ended 30 June 2012 and the Report of the
Auditors thereon.
2. To declare a dividend.
3. To re-elect Directors.
4. To authorise Directors to fix the remuneration of the Auditors.
5. To elect Members of the Audit Committee.
SPECIAL BUSINESS
6. To fix the remuneration of the Directors.
7. To consider, and if thought fit, pass the following resolution as a special resolution:
“that Article 131 of the Company’s Articles of Association be and is hereby amended by deleting the current Article 131
and substituting in its place the following:
‘The balance sheet shall be signed by two Directors and the profit and loss account and the auditors’ report shall be
attached thereto. A copy of such balance sheet and the profit and loss account together with a copy of the directors’
report, the auditors’ report, the audit committee’s report and every other document required by law to be annexed
thereto which shall either be in printed or compact disk or other electronic format shall be sent to every Member of the
Company, every debenture holder of whose address the Company is aware and other persons entitled to them by law
and shall be published on the Company’s website at least twenty-one days before the meeting at which the same are to
be laid before the Members of the Company and two copies of every such document shall at the same time be sent to the
Director-General of the Nigerian Stock Exchange’.”
8. To consider, and, if thought fit, pass the following resolutions as ordinary resolutions:
a. “That in accordance with Articles 118 and 119 of the Company’s Articles of Association, the Board of Directors (“the
Board”) be and are hereby authorized to offer, subject to the market conditions at the time, to shareholders entitled to
receive cash dividends to elect to receive 1 ordinary share for every 33 ordinary shares held by them as at 5th October
2012 (“the New Ordinary Shares”) instead of the cash dividends (“the Scheme”). Details of how the Scheme will operate
are set out in the Explanatory Note issued with this Notice. The New Ordinary Shares will be credited as fully paid and
will, when issued, rank pari passu in all respects with the Company’s existing ordinary shares, including the right to
receive all dividends declared after the date of issue.
b. The Directors are hereby authorized to take all necessary steps to give due effect to the above resolution according to its
terms including registering the New Ordinary Shares with the Securities and Exchange Commission as well as listing the
New Ordinary Shares on the floor of the Nigerian Stock Exchange.”
Notice of Meeting

Notes:
PROXY
A Member of the Company entitled to attend and vote is entitled to appoint a
proxy to attend and vote instead of him/her. A proxy need not also be a member. A
form of proxy is enclosed and if it is to be valid for the purposes of the Meeting, it
must be completed and deposited at the office of the Registrar, Zenith Registrars
Limited, Plot 89A, Ajose Adeogun Street, Victoria Island, Lagos not less than 48
hours before the time for holding the Meeting.
CLOSURE OF REGISTER
The Register of Members and Transfer Book will be closed from Monday, 8th
October 2012 to Friday, 12th October 2012, both days inclusive for the purpose
of updating the Register of Members.
EXPLANATORY NOTES
Explanatory Notes on the proposed resolutions to authorise a scrip dividend has
been included in the Annual Report and Financial Statements posted to each
Member. Any Member who is yet to receive the Explanatory Notes may obtain
a copy from the Registrar, Zenith Registrars Limited, Plot 89A, Ajose Adeogun
Street, Victoria Island, Lagos.
DIVIDEND WARRANTS
If the payment of the dividend/scrip dividend is approved, it is intended that the
warrants and scrip certificates will be posted on 05 November 2012 to holders of
shares whose names appear in the Register of Members on Friday, 5th October
2012.
AUDIT COMMITTEE
In accordance with Section 359(5) of the Companies and Allied Matters Act [cap
C20, Laws of the Federation of Nigeria, 2004], a nomination (in writing) by any
Member or a shareholder for appointment to the Audit Committee should reach
the Company Secretary at least 21 days before the date of the Annual General
Meeting.
Dated: 12 September 2012
By Order of the Board
SESAN SOBOWALE
Company Secretary
REGISTERED OFFICE
The Ikeja Brewery
Oba Akran Avenue
Private Mail Bag 21071, Ikeja.

Directors
B. A. Savage - Chairman
N. B. Blazquez (British) - Vice Chairman
S. Adetu (Appointed with effect from 1 July 2012) - Managing Director
J. O. Irukwu (SAN)
B. E. Gwadah
B. J. Rewane
M. A. Taylor (British)
L. G. Nichols (Ms.) (British)
Z. Abdurrahman (Mrs.) (Appointed with effect from 04 November 2011)
R. J. O’Keeffe (Irish) (Appointed with effect from 09 February 2012)
P. J. Jenkins (British) (Appointed with effect from 09 February 2012)
Y. A. Ike (Ms.) (Appointed with effect from 26 April 2012)
S. A. Baraz (British) (Resigned with effect from 04 November 2011)
F. O. Agbonlahor (Resigned with effect from 09 February 2012)
I. C. Mafeni (Mrs.) (Resigned with effect from 26 April 2012)
D. M. Hainsworth (British) (Resigned with effect from 30 June 2012)
Company Secretary
Sesan Sobowale
Independent Auditors
KPMG Professional Services
(Chartered Accountants)
KPMG Tower
Bishop Aboyade Cole Street
Victoria Island, Lagos.
Registrars and Transfer Office
Zenith Registrars Limited
Plot 89A, Ajose Adeogun Street
Victoria Island, Lagos.
Tel: (01) 2708930, 2783973, 2784168
Bankers
Citibank Nigeria Limited
Diamond Bank Plc
First Bank of Nigeria Plc
First City Monument Bank Plc
Guaranty Trust Bank Plc
Stanbic IBTC Bank Plc
Standard Chartered Bank Nigeria Limited
Union Bank of Nigeria Plc
United Bank for Africa Plc
Zenith Bank Plc
Board of Directors
& Corporate Information
Registered Office
The Ikeja Brewery
Oba Akran Avenue
P.M.B. 21071
Ikeja, Lagos
Registration Number
RC 771
Head Office
24, Oba Akran Avenue
P.M.B. 21071 Ikeja
Tel: (01) 2709100
Fax: (01) 2709338
Breweries
Ogba Brewery Benin Brewery Aba Brewery
Acme Road, Industrial Estate Ogba Benin-Asaba Road Osisioma Industrial Layout
Tel: (01) 2709100 Oregbeni Industrial Estate Aba, Abia State
Fax: (01) 2709338 Ikpoba Hill, Benin City Tel: (01) 2709100
Tel: (01) 2709100 Fax: (01) 2709338
Fax: (01) 2709338

Babatunde A. Savage Chairman

Introduction
Fellow shareholders, distinguished ladies and gentlemen, I am
pleased to welcome you all to the 62nd Annual General Meeting of
our Company and to present to you the financial statements and
reports and review the performance of our Company in the course
of the financial year ended 30 June 2012.
Chairman’s Statement
I wish to commend you fellow
shareholders, for the support and co-
operation that you have given to the
Company and the Board over the years,
especially in the 2012 financial year in
spite of the quite challenging economic
situation in the country and I trust we
can count on your continued support.
Let me at this stage welcome the new
Managing Director of Guinness Nigeria
Plc, Mr. Seni Adetu, who took over
from the immediate past Managing
Director, Mr. Devlin Hainsworth,
on 1st July 2012. This will be the
first Annual General Meeting of the
Company Mr. Adetu will be attending
since his appointment. I wish him well
in his new role and I am confident
that he will steer the leadership of this
great Company to deliver even more
impressive results. I would also like to
thank our immediate past Managing
Director, Mr. Devlin Hainsworth, for
his contributions to the growth of the
Company during his tenure.
Before I proceed to more formal
matters, I would like to highlight
the key events in the operating
environment that underscored our
performance in 2012.
Business Environment
The business environment was very
challenging as several factors impacted
negatively on consumer purchasing
power. Chief among these was the
40% fuel subsidy reduction and the
consequent 49% hike in fuel pump
price which led to a doubling of the
prices of consumer goods, a 2.3%
increase in inflation rate to 12.6% in
January 2012 as well an increase in
transportation costs by an average
of 40%. These factors significantly
put pressure on consumer disposable
income and negatively affected overall
business revenue and profitability in
2012.
According to the National Bureau of
Statistics, the Nigerian economy grew
by 6.37% in June 2012 compared to
the 7.72% recorded in June 2011. The
decline is attributable to a series of
factors which include the six day fuel
subsidy national strike in January
2012, the dampening effects of weak
global oil demand especially from
the United States, China and the
Euro-zone, falling oil prices and weak
aggregate domestic demand.
In addition, the growing security
unrest in the northern part of Nigeria
also significantly affected Nigeria’s
economicperformance.2012witnessed
a growing insurgency of Boko Haram
attacks, replacing militancy in the
Niger Delta as the main security threat
in the nation. The attacks have grown
in sophistication; spreading across the
northern and central belts of Nigeria
and continue to be a major threat to
political and economic stability.
The foreign exchange market recorded
significant volatility during the 2012
financial year. The naira depreciated
by 3.48% at the Dutch auction to
N155.93/$1 in June 2012 as against
N150.69/$1 in the corresponding
period a year earlier. Other forex
market segments recorded the same
trend with the naira depreciating
against the dollar by 2.81% to
N164.5/$1 from N160/$1 at the
parallel market.
On the bright side, Nigeria’s external
reserves recorded a significant 16.84%
accretion. As at the end of June 2012,
external reserves averaged $37.26
billion compared to $31.89 billion in
2011. This is a 21-month high level
which could cover an import bill of over
11 months.
The Brewing Industry
The adverse economic factors in the
year under review had a marked effect
on the brewing industry. Total beer
consumption for the year ended on a
downward trend, down by -7.4% and
-0.6% in volume and value respectively
against 2011. The decline was driven
mainly by: increase in inflation from
10.2% in June 2011 to 12.9% in June
2012, naira depreciation by 3% and
increase in interest rate from 10%
to 12%. These impacted the cost
of living and increased pressure on
consumer disposable and discretionary
income. Increased security concerns
nationwide which restricted consumer
consumption to safe locations and
occasions, decrease in government
expenditure resulting in reduced cash
in circulation and the partial removal
of petroleum subsidy in January
2012 which left a strain on consumer
disposable income were other factors
which affected performance in the
industry during the year.
Although overall beer market declined,
total Brand Guinness recorded
some share gain during the year.
Furthermore, despite stiff competition
within the mainstream lager segment,
your darling beer, Harp lager continued
to sustain its positive momentum, as
its 2012 performance grew ahead of
last year. We saw the impact of the new
consumer campaign “Best enjoyed with
Harp”, and the launch of our exciting
innovation, Harp Lime, on brand
equity measures. The brand witnessed
positive image and commitment shift
as reported by the recent brand equity
tracker.
SmirnoffIceexhibitedastronggrowthin
volume and value versus last year. This
performance was driven by increase in
brand advertising and awareness as a
result of Smirnoff Midnight Circus, with
positive impact on consumer affinity to
the brand.
Our Performance
In spite of the challenges of the
operating environment and keen
competition in the brewing industry,

Chairman’s Statement
our performance over the review
period was impressive and reflected our
focus and determination to sustain the
growth we have witnessed in the last
few years. Turnover grew moderately
by 2% from N124 billion in 2011 to
N126 billion while post-tax profit was
approximately N15 billion.
Dividend
Keeping in view our desire to sustain
our investment in our brands and
our people as well as the needs of our
ongoing capacity expansion project,
your Directors have recommended
a dividend of 800 kobo per 50 kobo
ordinary share. The Board has proposed
that any shareholder who does not
want to take his/her dividend in cash
is entitled to take the same by way
of scrip dividend. This is in line with
our philosophy to give shareholders,
who so desire, the option of further
investing in the Company. We have
made this recommendation for a
number of reasons. First, to fulfill the
commitment we made at last year’s
AGM that we will carefully consider
your request for a scrip/bonus issue.
Second, as we all know, many of us
who desire to acquire additional shares
have been unable to do so because
of the relatively small number of the
Company’s shares available in the
stock market for purchase. Thirdly, this
optionwillsaveinterestedshareholders
interest/dealings costs as they will be
paying for the additional shares with
their dividends.
Let me however stress that every
shareholder will be entitled to their
dividend as a default option. It is only
those who elect in writing to have
additional shares in lieu of the dividend
they are entitled to that will be so
treated. In other words, if you wish to
be paid your dividend, you do not need
to take any other steps.
Innovation
Through the tough economic terrain
management continued to commit
resources to support our brands and
innovation resulting in increased
marketing investments. Harp lime was
launched in December 2011, Dubic
Extra Lager in April 2012 and Malta
Guinness Low Sugar in April 2012.
Malta Guinness Low Sugar is set to
address increased consumer focus on
health and wellness and was officially
endorsed by the leading English
Premier League Club, Arsenal FC. These
innovations reflect management’s
commitment to brand building and
portfolio growth to yield optimum
shareholder value.
Corporate Social Responsibility
Guinness Nigeria Plc is committed to
conducting its business in a socially
responsible manner and also to
contributing to the communities in
which it operates. During the year,
donations amounting to N139.9
million were made to various charitable
ventures in the areas of provision of
safe drinking water, education, health
and social infrastructure. New water
projects were concluded in Agoi-Ibami
in Cross River State, Awba-Ofemili
in Anambra State, and in Enugu, in
Enugu State serving an aggregate
population of 60,000 Nigerians. The
company also launched the Safe Water
for Africa (SWA) Partnership with
the Diageo Foundation, Coca Cola,
TY Danjuma Foundation and Water
Health International. The project is a
regional project which aims to provide
water to 5 million people across the
West African sub-region and other
locations in Africa in the next 5 years.
Our support to our host communities
also continued under the Guinness
Nigeria engineering scholarship
programme and the technical
education sponsorship of indigent
students to the Institute of Industrial
Technology, Lagos (IIT). The Guinness
Eye Hospitals in Onitsha and Lagos
were renovated during the year and
the Company also rehabilitated a
community road in Aba, Abia State.
Under the auspices of the employee-
driven Friends of the Community (FOC)
programme,employeesoftheCompany
carried out a mentoring session for
students in 4 selected schools in Lagos
and Benin. The focus of this project
was to promote good reading culture
among secondary school students in
Nigeria. Employees also refurbished
the roundabout adjacent to our Head
office at Oba Akran Avenue, Ikeja,
Lagos as part of their contribution to
the beautification of the environment.
Guinness Nigeria Plc is committed to conducting its business
in a socially responsible manner and also contributing to the
communities in which it operates. During the year, donations
amounting to N139.9 million were made to various charitable
ventures in the areas of provision of safe drinking water,
education, health and social infrastructure.
Harp Lime is a premium flavoured lager with a unique, clean, crisp refreshing taste. The addition
of 100% Natural Lime flavour gives a unique crisp, refreshing taste that satisfies every single
time. Harp Lime is Nigeria’s first flavoured beer and is a real crowd-pleaser for young and old
alike. Available in a stylish elegant 300ml returnable bottle and 330ml can with 5.15% alcohol
by volume.
“Good Times. Best Enjoyed with HARP LIME”

I am happy to inform you that your
Company won various recognitions for
its social investments during the year.
These included the SERA 2011 Award
for the Most Socially Responsible
Company (Fair Operating Practices),
the SERA 2011 Award for the Most
Socially Responsible Company (Labour
Practices), Cool brands/SERA Award
for Coolest CSR Story, 2011 and LEAD
(Lagos State Enterprise) Grand Award
for CSR (Health Sector).
As an alcohol beverage Company,
we recognise that we have a special
responsibility to promote the
responsible use of alcohol. As part
of our efforts to create a responsible
drinking culture, our DRINKiQ site
has been fully uploaded with Nigerian
content. We carried out DRINKiQ
training for officials of some regulatory
bodies such as the National Agency for
Food Drug Administration and Control
(NAFDAC) and Standards Organisation
of Nigeria (SON), 140 Distributors, a
cross section of media practitioners
from different organisations and
all new employees to the business.
Furthermore, we carried out innovative
Responsible Drinking activations
during brand promotion activities
with about 813,000 consumers being
exposed to these activations during the
year.
Our People
We believe strongly in people and
recognize that our employees are our
strongest asset. We are committed
to releasing the potentials of our
employees and creating a world class
working environment where we drive
people to show exemplary performance
and be the best at what they do. We
invest in our people and have in place
great talent retention schemes.
I am happy to inform you that your
Company won the first ever “Best Place
to Work in Nigeria Award and the Best
Multinational Company in Nigeria
Award” for 2011 which was presented
by the Great Place to Work Institute,
a global research and consulting firm
which is most popular for producing
the Fortune 100 Best Companies List
in the United States and similar lists in
45 other countries.
I am confident that we have invested in
the right people to take this Company
through these challenging times and I
would like to thank all our hardworking
people for their contributions.
The Future
The financial performance of our
Company in the year under review
was impacted by the factors I have
mentioned earlier in this address.
However, let me hasten to assure
you that the Company’s strategy is
sound. We now have ample capacity to
continue to support market demand
and we are able to make investment
where appropriate and prudent. We
have made deliberate choices in where
we are putting our investments as a
business – in our brands and in our
people. We are confident that these
investments will yield dividends and
improve total shareholder return in the
years to come.
Conclusion
Distinguished shareholders, let
me at this point congratulate the
management and all our very
hardworking employees, for their
commitment and efforts in producing
a commendable result in spite of the
challenging business environment.
I must also commend our parent
company, Diageo Plc, for its continued
support for Guinness Nigeria Plc. We
look forward to more of that support
for the future. I would also like to thank
members of the Board of Directors for
their continued commitment to the
success of the Company.
Finally, I thank you our distinguished
shareholders, for your continued
supportandfortheconfidenceyouhave
shown in the Board and management
of Guinness Nigeria Plc.
Thank you and God bless you all.
Mr. B. A. Savage
Chairman
Signed on 12 September 2012
Malta Guinness is fortified with Water, Sucrose, Maize, Sorghum, Barley Malt extract, Sorghum
Malt, Caramel, Hops, 11 Vitamins, etc it remains the favourite Malt drink in Nigeria for
Goodness, Energy & Vitality. For those who desire a vibrant lifestyle, Malta Guinness is the
brand of choice, full of nourishment.
“Malta Guinness energizes me to live everyday to the full”
I am happy to inform you that your Company won the first ever
“Best Place to Work in Nigeria Award and the Best Multinational
Company in Nigeria Award” for 2011 which was presented by the
Great Place to Work Institute, a global research and consulting
firm which is most popular for producing the Fortune 100 Best
Companies List in the United States and similar lists in 45 other
countries.

The Directors are pleased to present to members their Report
together with the Financial Statements of the Company for the
year ended 30 June 2012.
Legal form and Principal Activities
Guinness Nigeria Plc, a public company currently quoted on the Nigerian Stock Exchange, was incorporated on 29 April 1950
as a trading company importing Guinness Stout from Dublin. The Company has since transformed itself into a manufacturing
operation and its principal activities continue to be brewing, packaging and marketing of Guinness Foreign Extra Stout,
Guinness Extra Smooth, Malta Guinness, Harp Lager, Gordon’s Spark, Smirnoff Ice, Satzenbrau Pilsner Lager, Top Malt,
Harp Lime Lager, Dubic Lager and Malta Guinness Low Sugar.
Operating Results
The following is a summary of the Company’s operating results:
2012 2011
N’000 N’000
Turnover 126,288,184 123,663,125
Operating profit 22,861,423 26,538,501
Net interest expense (1,786,473) (361,535)
Profit before Taxation 21,074,950 26,176,966
Taxation (6,403,755) (8,249,032)
Profit after Taxation 14,671,195 17,927,934
Declared Dividend (14,749,255) (12,168,136)
Dividend
The Directors recommend, subject to approval at the next Annual General Meeting, the payment of a final dividend of N11.8
billion (2011: N14.7 billion), which based on the number of ordinary shares in issue on 30 June 2012, represents a dividend
of 800 kobo per ordinary share (2011: 1,000k). As an alternative, the Directors also recommend, subject to shareholder’s
approval, an option of a scrip dividend, which at the current trading price, represents an option of 1 ordinary share for every
33 ordinary shares held by each shareholder. The dividend is subject to deduction of withholding tax at the applicable rate.
To qualify for the scrip dividend option, shareholders must complete and return their scrip dividend mandate form to the
Company’s Registrar no later than 15 October 2012. Explanatory Notes on the Scrip Dividend will accompany the Notice of
Annual General Meeting and the Financial Statements.
Board Changes
Since the last Annual General Meeting, Messrs. S. A. Baraz, F. O. Agbonlahor, I. C. Mafeni (Mrs.) and D. M. Hainsworth have
resigned from the Board. On your behalf, we wish to thank them for their invaluable contributions to the Company during
their tenures.
Directors’ Report
for the year ended 30 June 2012
SNAPP a naturally refreshing apple-flavoured alcoholic drink made with the choicest ingredients
that give SNAPP its unmistakably sophisticated, crispy, naturally refreshing taste. SNAPP suits
every taste and occasion, a perfect choice for the modern, classy woman looking for feminine
& sophisticated alcoholic beverage. SNAPP has 5% alcoholic content and is packaged in an
attractive clear 30cl bottle with a gold & green label.
“It starts with a SNAPP”

To fill the vacancies created by these resignations Mrs. Z. Abdurrahman, Mr. P. J. Jenkins, Mr. R. J. O’Keeffe, Mr. S. Adetu
and Ms. Y. A. Ike were appointed to the Board. In accordance with the Articles and the provisions of the Companies and
Allied Matters Act, Mrs. Z. Abdurrahman, Mr. P. J. Jenkins, Mr. R. J. O’Keeffe, Mr. S. Adetu and Ms. Y. A. Ike will retire at the
forthcoming Annual General Meeting and, being eligible, hereby offer themselves for re-election.
The Directors to retire by rotation are Messrs. N. B. Blazquez and B. J. Rewane and, being eligible, hereby offer themselves
for re-election.
Directors and their interests
The interests of Directors in the issued share capital of the Company as recorded in the Register of Members and/or notified
by the Directors for the purpose of Section 275 of the Companies and Allied Matters Act and in compliance with the listing
requirements of the Nigerian Stock Exchange are as follows:-
As at As at
30 June 2012 30 June 2011
No. of shares No. of shares
Mr. B. A. Savage 601, 263 601,263
Dr. N. B. Blazquez Nil Nil
Mr. S. Adetu (Appointed with effect from 01 July 2012) Nil Nil
Mr. D. M. Hainsworth (Resigned with effect from 30 June 2012) Nil Nil
Prof. J. O. Irukwu 488,865 607,866
Mr. B. E. Gwadah 2,082 2,082
Mr. B. J. Rewane 16,944 16,944
Mr. M. A. Taylor Nil Nil
Ms. L. G. Nichols Nil Nil
Mrs. Z. Abdurrahman (Appointed with effect from 04 November 2011) Nil Nil
Mr. R. J. O’Keeffe (Appointed with effect from 09 February 2012) Nil Nil
Mr. K. J. Jenkins (Appointed with effect from 09 February 2012) Nil Nil
Ms. Y. A. Ike (Appointed with effect from 26 April 2012) Nil Nil
Mr. S. A. Baraz (Resigned with effect from 04 November 2011) Nil Nil
Mr. F. O. Agbonlahor (Resigned with effect from 09 February 2012) 7,665 7,665
Mrs. I. C. Mafeni (Resigned with effect from 26 April 2012) 10,350 10,350
Directors’ Interest in Contracts
None of the Directors has notified the Company for the purpose of Section 277 of the Companies and Allied Matters Act of
any declarable interest in contracts in which the Company is involved.
Shareholding and Substantial Shareholder
The issued and fully paid-up share capital of the Company is 1,474,925,519 ordinary shares of 50 kobo each. The register of
members shows that only one company, Guinness Overseas Limited (a subsidiary of Diageo Plc) with 678,958,195 shares
(2011: 678,958,195 shares) and 46% shareholding (2011: 46% shareholding) held more than 10% interest in the Company.
Diageo Plc also owns another shareholder of the Company, Atalantaf Limited, with 114,613,969 shares (2011: 114,613,969
shares) and a shareholding of 8% (2011: 8%). Total shareholding of Diageo Plc was 54% at year end (2011: 54%).
Malta Guinness Low Sugar is the drink of choice for those who care about their health and
wellbeing and follow a healthy lifestyle regime but still want the refreshment and top of the
world goodness, energy and vitality that Malta Guinness provides. Malta Guinness Low Sugar
contains the same nourishment & goodness of Malta Guinness classic with the same taste notes
but with low sugar. Available in 33cl bottle and can.

Dubic Extra Lager is a premium value lager with 40 years of pure Nigerian
heritage.ItismadeofaproudlyNigeriantraditionalrecipe.Contains5%alcohol
by volume and available in a 600ml returnable bottle.
“YOU DESERVE A DUBIC”
Directors’ Report
Corporate Governance Report
In Guinness Nigeria Plc, our actions
and interactions with our consumers,
customers, employees, government
officials, suppliers, shareholders and
other stakeholders reflect our values,
beliefs and principles.
Our business is largely self-regulated
and we pride ourselves as leading our
peers in the industry and Nigeria in this
regard. In addition to self-regulation,
we are committed to conducting
business in line with international best
practice, in accordance with applicable
laws and regulations in Nigeria and
the requirements of the Nigerian Stock
Exchange as well as in compliance with
the Code of Corporate Governance in
Nigeria, 2011.
To further sustain our commitment
to good corporate governance, ethical
business standards and the values
of integrity, honesty and fairness,
Guinness Nigeria Plc signed up to the
Convention on Business Integrity in
September 2011.
The Company complied with these
corporate governance requirements
during the year under review as set out
below.
Board of Directors
The Board is responsible for the
oversight of the business, long-term
strategy and objectives, and the
oversight of the Company’s risks
while evaluating and directing the
implementation of controls and
procedures including, in particular,
maintaining a sound system of internal
controls to safeguard shareholders’
investments and the Company’s assets.
There are currently four (4) regularly
scheduled Board meetings during each
fiscal year.
Composition of the Board of
Directors and Procedure for Board
Appointments
The Board consists of the Chairman, 9
non-executive directors and 2 executive
directors. The non-executive directors
are independent of management and
are free from any constraints, which
may materially affect the exercise of
their judgement as directors of the
Company.
All directors are selected on the basis
of certain core competencies including
experience in marketing, general
operations, finance, strategy, human
resources, technology, media or public
relations, finance or accounting, retail,
consumer products, international
business/markets, logistics, product
design, merchandising or experience
as a Chief Executive Officer or Chief
Financial Officer. In addition to having
oneormoreofthesecorecompetencies,
candidates for appointment as
directors are identified and considered
on the basis of knowledge, experience,
integrity, diversity, leadership,
reputation, and ability to understand
the Company’s business.
Separation of the positions of
Chairman and Managing Director
The positions of the Managing Director
and that of the Chairman of the Board
are occupied by different persons and
the Managing Director is responsible
for implementation of the Company’s
business strategy and the day-to-day
management of the business.
Schedule of Matters Reserved for
the Board
The matters reserved for the Board of
Directors of the Company include the
following:
1. Strategy and Management
- Input into the development
of the long-term objectives and
overall commercial strategy for
the Company.
- Oversight of the Company’s
operations.
- Review of performance in the
light of the Company’s strategy,
objectives, business plans and
budgets and ensuring that any
necessary corrective action is
taken.
- Extension of the Company’s
activities into new business or
geographic areas.
- Any decision to cease to
operate all or any material part of
the Company’s business.
2. Structure and capital
- Changes relating to the
Company’s capital structure
including reduction of capital,
share issues (except under
employee share plans) and share
buy backs.
- Major changes to the
Company’s corporate structure.
- Changes to the Company’s
management and control
structure.
- Any changes to the
Company’s listing or its status as
a publicly listed company.
3. Financial reporting and controls
- Approval of preliminary
announcements of interim and
final results.

- Approval of the annual
report and accounts, including the
corporate governance report.
- Approval of the dividend
policy.
- Declaration of the interim
dividend and recommendation of
the final dividend.
- Approval of any significant
changes in accounting policies or
practices.
- Approval of treasury policies
including foreign currency
exposure.
4. Internal controls
Ensuring maintenance of a sound
system of internal control and risk
management including:
- receiving reports from the
Finance and Risk Committee on,
and reviewing the effectiveness
of, the Company’s risk and control
processes to support its strategy
and objectives;
- undertaking an annual
assessment of these processes
through the Finance and Risk
Committee; and
- approving an appropriate
statement for inclusion in the
annual report.
5. Contracts
- Major capital projects.
- Contracts which are material
strategically or by reason of size,
entered into by the Company in
the ordinary course of business,
for example bank borrowings
and acquisitions or disposals of
fixed assets of amounts above the
threshold reserved for Executive
Directors under the Schedule of
Limits and Authorities.
- Contracts of the Company
which are not in the ordinary
course of business (for example
loans and repayments, foreign
currency transactions) and
major acquisitions or disposals
of amounts above the thresholds
reserved for Executive Directors
under the Schedule of Limits and
Authorities.
- Major investments including
the acquisition or disposal of
interests of more than (5) percent
in the voting shares of any
company or the making of any
takeover offer.
6. Communication
- Approval of resolutions and
corresponding documentation to
be put forward to shareholders at
a general meeting.
- Approval of all circulars and
listing particulars and approval of
documents such as circulars about
scrip dividend procedures.
- Approval of press releases
concerning matters decided by the
Board.
7. Board membership and other
appointments
- Changes to the structure,
size and composition of the Board,
following recommendations
from the Governance and
Remuneration Committee.
- Ensuring adequate
succession planning for the Board
and senior management following
recommendations from the
Governance and Remuneration
Committee.
- Appointments to the Board,
followingrecommendationsbythe
Committee.
- Approval of appointment
of the Chairman of the Board
followingrecommendationsbythe
Committee.
- Appointment of Non-
Executive Directors including
Independent Directors following
recommendations by the
Committee.
- Membership and
Chairmanship of Board
committees.
- Continuation in office of
directors at the end of their term
of office, when they are due to
be re-elected by shareholders at
the Annual General Meeting and
otherwise as appropriate.
- Continuation in office of
Non-Executive Directors at any
time.
- Appointment or removal of
the Company Secretary following
Committee.
- A p p o i n t m e n t ,
reappointment or removal of
the external auditor to be put
to shareholders for approval,
following the recommendation of
the Finance and Risk Committee.
- Appointments to boards of
subsidiaries.
8. Remuneration
- Approval of the
remuneration policy for the
Directors, Company Secretary and
other senior executives following
Committee.
- Approvaloftheremuneration
of the Non-Executive Directors,
subject to the Articles of
Association and shareholder
Top Malt is enriched with nutrition for the body and mind. Top Malt is uncompromising on
international quality standard and is the choice product for price sensitive consumers who
need affordable nourishment every day. Top Malt comes in 30cl bottle pack only.
Top Malt...our own, our pride.

approval as appropriate following recommendations by the Governance and Remuneration Committee.
- The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for
approval following recommendations by the Governance and Remuneration Committee.
9. Delegation of Authority
- The division of responsibilities between the Chairman and the Chief Executive, which should be in writing.
- Approval of terms of reference of Board committees.
- Receiving reports from Board committees on their activities.
10. Corporate governance matters
- Undertaking a formal and rigorous review of its own performance, that of its committees and individual Directors.
- Determining the independence of Directors.
- Considering the balance of interests between shareholders, employees, customers and the community.
- Review of the Company’s overall corporate governance arrangements.
- Receiving reports on the views of the Company’s shareholders.
Induction and Training
The Company has in place a formal induction program for newly appointed Directors. As part of this induction, each new
Director is provided with core materials and asked to complete a series of introductory meetings to become knowledgeable
about the Company’s business and familiar with the senior management team.
The Governance and Remuneration Committee is in charge of evolving a continuing education programme to ensure existing
Directors stay current with the Company’s business and objectives as well as relevant industry information and other external
factors such as corporate governance requirements and best practices. As part of the programme, Directors are encouraged
to periodically attend appropriate continuing education seminars or programmes which would be beneficial to the Company
and the Directors’ service on the Board.
Performance Evaluation process
The Governance and Remuneration Committee oversees a formal evaluation process to assess the composition and
performance of the Board, each committee, and each individual Director on an annual basis. The assessment is conducted
to ensure the Board, committees, and individual members are effective and productive and to identify opportunities for
improvement and skill set needs.
As part of the process, each member completes a detailed and thorough questionnaire. While results are aggregated and
summarized for discussion purposes, individual responses are not attributed to any member and are kept confidential to
ensure honest and candid feedback is received. The Governance and Remuneration Committee reports annually to the full
Board with its assessment. Directors will not be nominated for re-election unless it is affirmatively determined that the
Director is substantially contributing to the overall effectiveness of the Board.
A summary of the 2012 Performance evaluation results show that the Chairman was well rated by other Directors of the
Company and the Board was found to be generally healthy and effective. Areas where specific attention must be paid were
highlighted. The evaluation also concluded that the critical Management-Board interface should be in the design and
implementation of the Company’s strategy.
Directors’ Report
GUINNESS FOREIGN EXTRA stout is a finely crafted, powerfully-flavoured beer with a uniquely
rich, rewarding taste and mouthfeel. It is one of the world’s most unique beers and the world’s most
popular stout. Guinness was first brewed in Nigeria in 1962 and is now sold in 120 countries and
brewedin25countriesacrosstheworld. Itisabeerlikenoother,themostfullflavouredofall,skilfully
brewed by select craftsmen with extra hops, roasted barley and a special yeast for that famous cream
head, natural bite and bold masculine taste. Served cold and with a perfect pour, Guinness is a beer
truly made of more.

Attendance at Board Meetings
The Board held 4 meetings during the 2012 financial year. The following table shows membership and the attendance of Directors
at the Board meetings in the 2012 financial year:
S/N Directors 9/09/2011 4/11/2011 9/02/2012 26/04/2012 Total No.
of Meetings
Attended
1 B. A. Savage P P P P 4
2 N. B. Blazquez P P AWA P 3
3 D. M. Hainsworth P P P P 4
4 S. Adetu NYA NYA NYA NYA None
5 J. O. Irukwu, SAN P P P P 4
6 B. E. Gwadah P P P P 4
7 S. A. Baraz P P R R 2
9 F. O. Agbonlahor P P AWA (R) R 2
9 B. J. Rewane P P P P 4
10 I. C. Mafeni (Mrs.) P P P AWA (R) 3
11 M. A. Taylor P P P P 4
12 L. G. Nichols (Ms.) P P P P 4
13 J. J. Van Lierop AWA R R R None
14 Z. Abdurrahman (Mrs.) NYA P P P 3
15 R. J. O’Keeffe NYA NYA AAM P 1
16 P. J. Jenkins NYA NYA AAM P 1
17 Y. A. Ike (Ms.) NYA NYA NYA AAM (P) 1
*** P – Present
A – Absent
AWA – Absent with Apology
R – Resigned
AAM – Appointed At Meeting
NYA – Not Yet Appointed
Board Committees
As at the date of this report, the Company has in place, the following Board Committees.
Executive Committee
Formerly known as the General Purposes Committee, this Committee comprises all the Executive Directors of the Company and
has delegated responsibility for all businesses, which should be dealt with expeditiously and is not of such a nature as to necessitate
consideration by a full meeting of the Directors. In particular, the Committee exercises the approval powers vested in the Board of
Directors in the Company’s Schedule of Limits and Authorities in between meetings of the Board of Directors.
The Board of Directors amended the charter of the committee, and its membership now comprises all members of the Guinness
Nigeria Leadership Team from time to time. It was also renamed the Executive Committee.
HARPisoneofNigeria’smostexceptionalbeers. Triplefilteredforacrisp,smooth,unforgettable
taste, master brewers take extra care in this unique brew using the highest quality barley,
sorghum, and hops. Delivering excellence in every drop, Harp is a four time medalist in the
international Le Monde awards for superior quality. It’s no wonder the best moments in life are
best enjoyed with Harp; and best enjoyed with friends!

Directors’ Report
Finance and Risk Committee
The Finance and Risk Committee is responsible for monitoring the integrity of the financial statements of the Company and
reviewing the effectiveness of the Company’s internal control and risk management system, among others. The Committee
comprises four Non-Executive Directors selected to provide a wide range of financial, commercial and international
experience. Members of the Committee who served during the year are:
Professor J. O. Irukwu, SAN - Chairman
Mr. B. J. Rewane - Member
Mr. P. J. Jenkins - Member
Ms. Y. A. Ike - Member
Mr. S. A. Baraz - Member (Resigned with effect from 04 November 2011)
Mr. B. E. Gwadah - Member
Mr. S. A. Baraz resigned his membership of the Board and ceased to be a member of the Committee effective 04 November
2011. Also, as part of the corporate governance requirement to refresh the Board and our Committees, Mr. B. E. Gwadah
ceased to be a member of the Committee as at 9 February 2012. Mr. P. J. Jenkins and Ms. Y.A. Ike were appointed to fill the
vacancies created by these changes.
The Committee met five times during the year with an additional meeting with the Company’s external auditors, KPMG
Professional Services, in the absence of management. The Committe also met with the Controls and Governance Manager in
the absence of management.
The following table shows the attendance of the members of the Committee at the meetings:
Directors 8/09/2011 3/11/2011 7/02/2012 23/04/2012 18/06/2012 Total
No.of Meetings
Attended
J. O. Irukwu P P P P P 5
P. J. Jenkins NYA NYA NYA P AWA 1
B. J. Rewane P P P P P 5
S. A. Baraz P P R R R 2
B. E. Gwadah P P P LTC LTC 3
Y. A. Ike (Ms.) NYA NYA NYA NYA P 1
P – Present
A - Absent
R – Resigned
LTC – Left the Committee
Each of the Committee’s meetings was attended by the Commercial Director/Chief Financial Officer, the Financial Controller,
the Controls and Governance Manager, the Legal Adviser and the Head of Security. The engagement partner of the external
auditors, KPMG Professional Services, was also present with other key members of her team. Other senior management
staff of the Company are invited to attend to brief the Committee on agenda items related to their areas of responsibilities.
SATZENBRAU is a premium pilsner lager at an affordable price. With heritage tracing back to
the Bohemian Kingdom, it is extra matured to give a rich taste with complex malts and a spicy,
floral Saaz hop bouquet. Available in a handy, trendy 45cl returnable bottle with 5.13% alcohol
by volume.

During the year, the Committee received briefing on various financial reporting developments and the Code of Corporate
Governance 2011. The Committee reviewed the Company’s quarterly financial reports, the annual reports and accounts,
the auditors’ recommendations on internal controls, the management letter and draft letter of representation before
recommending their approval to the Board. The Committee also reviewed the critical accounting policies, judgements and
estimates applied in the preparation of the financial reports. Similarly, the Committee reviewed reports on key risks affecting
the Company’s operations and the related controls and assurance processes designed to manage and mitigate such risks.
The Committee reviews the plans of both the internal and external auditors and approves the plan at the beginning of the
year. The Committee has considered the proposed audit fee structure for the 2013 financial year and has recommended to the
Board a suitable fee for the external auditors, subject to approval of shareholders at the Annual General Meeting.
The Board was kept updatedandinformedatitsregularquarterlymeetingsoftheactivitiesoftheFinanceandRiskCommittee
through the minutes of the Committee and verbal updates provided to the Board by the Chairman of the Committee which
is included as a regular item on the agenda of Board meetings.
Governance and Remuneration Committee
The Governance and Remuneration Committee, (formerly known as Nomination and Remuneration Committee) is charged
with instituting a transparent procedure for the appointment of new directors to the Board of Directors and making
recommendations to the Board regarding the tenures and the re-appointment of Non-Executive Directors on the Board. The
Committee comprised of the following members during the financial year:
Dr. N. B. Blazquez - Chairman
Mr. D. M. Hainsworth - Member (Resigned with effect from 30 June 2012)
Mrs. Z. Abdurrahman - Member
Mrs. I. C. Mafeni - Member (Resigned with effect from 26 April 2012)
The Committee met twice during the financial year. The following table shows the attendance of the members of the
Committee at the meetings:
Members 8/09/11 27/01/2012
N. B. Blazquez P P
D.M. Hainsworth P A
I. C. Mafeni (Mrs.) P P
Z. Abdurrahman (Mrs.) NYA NYA
P - Present
A - Absent
NYA - Not Yet Appointed
Mrs. I. C. Mafeni resigned her membership of the Board and the Committee in the course of the year while Mrs. Z.
Abdurrahman was appointed a member of the Committee. The name of the Committee was changed from Nomination and
Remuneration Committee to Governance and Remuneration Committee, with the approval of the Board.
Audit Committee
The Company has an Audit Committee set up in accordance with the provisions of the Companies and Allied Matters
Act. It comprises of an equal number of directors and ordinary shareholders elected at each Annual General Meeting. The
Committee evaluates annually, the independence and performance of external auditors, and also reviews with management
and the external auditors the annual audited financial statements before its submission to the Board. During the year,
management presented to the Committee the IFRS implementation plan of the business. The Committee approved the audit
plan and scope of the external auditors for the financial year and reviewed quarterly and half yearly financial results before
presentation to the Board. The Committee also receives interim and final audit presentations from the external auditors. The
members of the Statutory Audit Committee during the 2012 financial year are as follows:
GUINNESS EXTRA SMOOTH has all the character of Guinness with an Extra Smooth finish. It
is easy to drink, with a smooth malty taste created by millions of fine swirling bubbles, combined
with a bittersweet harmony of hops and roasted barley. It is rich and deliciously satisfying and
brewed with extra care for the young and discerning. The smoothness of GES is enjoyed all over
by Men and Women alike.
Truly smooth, Pure Guinness.

Mr. G. O. Ibhade - Chairman/Shareholder
Dr. M. O. Ojinka - Shareholder
Mr. A. N. Ezechukwu - Shareholder
Mr. B. E. Gwadah - Director
Mr. P. J. Jenkins - Director
Mr. S. A. Baraz - Director (Resigned with effect from 04 November 2011)
Mr. F. O. Agbonlahor - Director (Resigned with effect from 09 February 2012)
Mrs. I. C. Mafeni - Director (Resigned with effect from 26 April 2012)
The Committee met five (5) times during the year. The following table shows the attendance of the members of the Committee
at the meetings:
Members 6/09/2011 31/10/2011 13/02/2012 23/04/2012 18/06/2012 Total No. of
Meetings
Attended
Mr. G. O. Ibhade P P P P P 5
Dr. M.O. Ojinka P P P P P 5
Mr. A.N. Ezechukwu P P P P P 5
Mr. B. E. Gwadah P P P P P 5
Mr. P. J. Jenkins NYA NYA AWA P AWA 1
Mr. F. O. Agbonlahor P P R R R 2
Mrs. I. C. Mafeni NYA NYA AWA AWA R None
Mr. S. A. Baraz NYA NYA R R R None
P – Present
R – Resigned
NYA – Not Yet Appointed
Code of Business Conduct and Corporate Governance Guidelines for Directors
Our purpose and values are clearly stated in the Diageo Code of Business Conduct which defines the way we work together
and perform as a business. We want to constantly demonstrate our commitment to not just being one of the Nigeria’s most
trusted and respected companies but also a highly respected Company globally. We ensure that our customers, consumers,
shareholders, government and the communities we operate, trust that we understand our responsibility as the world’s
premium leading drinks business and that we behave accordingly.
Our reputation is critical to our long term commercial success and business sustainability. We all have a responsibility to
ensure that we do the right thing and in so doing, protect the Company’s reputation. Our values guide us when taking
decisions and agreeing priorities. Employees and all third parties are mandated to imbibe our values and comply with them.
As part of our continued drive to embed a culture of Compliance and Ethics in our Company, we host and celebrate the
Pathway of Pride event which is an annual mandatory Ethics/Integrity Awareness programme for all Guinness Nigeria Plc
employees.
The Board of Directors is guided by a Corporate Governance Guidelines. These guidelines have been developed to help the
Board fulfil its responsibility to the shareholders and to ensure that the Board will have the necessary authority and practices
in place to review and evaluate the Company’s business operations as appropriate and to make decisions that are in the best
interest of the Company, its shareholders and other key stakeholders.
Dealings in Securities Code
The Board has approved the Dealings in Securities Code, which prescribes a code of behaviour by Directors and senior
employees, as well as those in possession of market sensitive information. Affected persons are prohibited from dealing in
the Company’s securities during closed periods and mandated to obtain consent to deal from appropriate senior executives
of the Company. A Code Manager has also been designated to ensure adherence to the provisions of the Code.
Statement of Company’s Risk Management Policies and Practices
The Board has the responsibility of ensuring the maintenance of a sound system of internal control and risk management
and regularly receives reports from the Finance and Risk Committee on the effectiveness of the Company’s risk and control
processes to support its strategy and objective. In compliance with the requirements of the Code of Corporate Governance
issued by the Securities and Exchange Commission in 2011, we provided assurance during the financial year that risk
Directors’ Report

management control and compliance systems are operating efficiently and effectively in all respects in Guinness Nigeria Plc.
Our aim is to manage risk and to control our business and financial activities cost effectively, and in a manner that enables us
to exploit profitable business opportunities in a disciplined way, avoid or reduce risks that can cause loss, reputation damage
or business failure.
Specifically, our risk management objectives are to:
- Identify and maximize the benefit from new opportunities, challenges and initiatives;
- Avoid unnecessary and reasonably foreseeable losses of, or damage to, our reputation, our brands, or our economic
profit;
- Take appropriate risk for appropriate return in line with our values, risk culture and risk appetite;
- Prioritize appropriately between different opportunities and risks; and
- Provide the assurance that we understand and are effectively managing our risks required for the best corporate
governance.
In managing our risks during the year, we observed the following procedures:
- A risk assessment is done as an integral part of our business planning process and updated on a regular basis. The risks
and the mitigating actions are reviewed regularly at monthly risk management committee meetings of the executive
management.
- Controls Assurance and Risk Management (CARM) process is done on an annual basis to enable the Company meet the
requirement of the Sarbanes Oxley Act 2002. As a subsidiary of Diageo Plc, which has United States listing, compliance
with the Sarbanes-Oxley Act is mandatory for Guinness Nigeria Plc.
- An effective Internal Audit function exists to carry out risk based audit of operations reporting regularly to the Finance
and Risk Committee of the Board.
- On a monthly basis we capture and communicate risks and opportunities against plan through the Business Performance
Management process.
- Regular review and monitoring of the overall risk and control environment of the business is done by the Finance and
Risk Committee of the Board.
Sustainability Report
At the core of our business strategy in Guinness Nigeria Plc is a firm believe that the impact that we have on the society and
our environment is as important as the financial performance that we report every year. Our sustainability and responsibility
strategy therefore focuses on alcohol in society, water, environmental sustainability, community and people. In the year
ended 30 June 2012, Guinness Nigeria Plc prioritized the provision of water within its environmental and community
programmes.
Alcohol in Society
Guinness Nigeria Plc has been part of the social and cultural life of communities throughout Nigeria for over fifty years.
Our brands play a positive role in social occasions and celebrations for those who choose to drink. Guinness Nigeria Plc
recognizes that alcohol misuse causes serious problems for individuals, communities and society. We work to market our
brands responsibly to adults and support programmes and policies that create a more positive role for alcohol in society.
During the year, we had a 5% increment on awareness levels of our Responsible Drinking (RD) campaign based on research
work conducted by an independent and external agency.
Our environment and systems for the Diageo Marketing Code (DMC) compliance across all promotional, marketing, digital
and innovation activities will actively be maintained and we strive to achieve 90% compliance of DMC on all marketing
activities. All marketing activities have Responsible Drinking activations embedded in their core. The Nigerian government
is currently engaged in a dialogue with Guinness Nigeria Plc and the industry in this area and we recognize that we can make
a positive contribution to addressing misuse of alcohol.
Guinness Nigeria Plc runs several programmes to address alcohol misuse, with a focus on drink driving, underage drinking
and excessive consumption. We have partnerships, with varying stakeholders like the Lagos State Ministry of Health, Federal
Road Safety Corp and the Lagos State Ministry of Transportation, which aim at creating awareness to combat drink driving
and associated risk factors of excessive consumption of alcohol. Guinness Nigeria Plc continues to spearhead the alcohol
industry’s self-regulation and to make significant input to shape the development of a National Alcohol Policy with input
from the industry.

Water
Water is a vital ingredient of our brands. It therefore makes sense that it is also a focus for our environmental and community
programmes. Our key initiative in this area is the Water of Life scheme, in which we establish mini water works for selected
local communities to give them access to clean water. We do this with support from the Diageo Foundation. Over one million
Nigerians have benefited so far under this programme.
Some of the water projects that we have built under this scheme are located in Iju in Lagos State, Oregbeni in Benin City,
Edo State, Iperu-Remo in Ogun State, Owode in Ibadan, Oyo State, Ikpayongo in Benue State, Egbeluowo and Odeukwu
communities in Aba, Abia State, Eleme in Rivers State, Onitsha in Anambra State, Odigbo in Ondo State, Nsude in Enugu
State, Isu Ekiti in Ekiti State, Jebba in Kwara State, Agoi-Ibami in Cross Rivers State and Awba Ofemili, Anambra State where
we made use of solar powered water filtration system.
In April 2012, Guinness Nigeria Plc launched a unique partnership with Coca-Cola, Nigerian Bottling Company, the TY
Danjuma Foundation and Water Health International to further expand access to clean water to additional five million
beneficiaries across Nigeria and the West African sub-region.
Communities
We are proud of our record of supporting Nigerian communities, particularly those which play host to our production sites.
Members of these communities include our employees, consumers and commercial partners. Therefore, encouraging their
sustainability contributes to Guinness Nigeria’s long term viability. Community investment is not simply a matter of making
charitable donations, though we do contribute to philanthropic causes where appropriate. For us, the challenge is much more
about using human and financial resources to create positive and long term change within our communities. To ensure that
our efforts have an impact, we concentrate on a number of focus areas - health, education and sports.
Health
The health sector is a key focus of our social investment policy. We have made some interventions in establishing and
sustaining the Guinness Eye Hospitals in Lagos and Onitsha. We have continued to give support to these eye hospitals in the
year under review in order to maintain them as centres of excellence for eye care and ophthalmological training not only in
Nigeria but across the West African sub-region. In the 2012 financial year, we gave the hospitals a face–lift thereby making
them more patient-friendly.
In support of the fight against the spread of HIV/AIDS, the Company has consistently celebrated the World’s AIDS day with
Awareness walks, free lectures and VCT testing for members of its host communities.
Education
Guinness Nigeria Plc has established a scholarship scheme for young school leavers in its host communities in Lagos, Edo
and Abia states for the study of Engineering. The scheme is being implemented in collaboration with the Nigerian Society of
Engineers.
We also promote technical education by sponsoring indigent students to the Institute of Industrial Technology, Lagos (IIT).
Ten students have gone through this programme in the last year.
Employee Community Program
Friends of the Community Programme (FOC) is an initiative of the employees of Guinness Nigeria Plc. Under this initiative,
employees of the Company carry out sustainability activities within its host communities thereby impacting positively in the
area of social, medical and educational needs.
Directors’ Report
SMIRNOFF ICE is the number one selling Ready To Drink (RTD) in Nigeria and in the world.
Its heritage goes back to 1864 when Piotr Arseneevich Smirnoff opened a distillery in Russia.
A premium refreshing drink for those fun and high-energy moments, Smirnoff Ice offers a taste
experience unlike any other. An extraordinary drink for extraordinary nightlife. Available in an
attractive 30cl returnable bottle and 33cl can with 5.5% alcohol by volume.

In the year under review, the FOC renovated a roundabout in the Ogba Community, Lagos, tutored students of selected
schools in Lagos and Benin on how to imbibe a healthy reading culture, and donated books both to them as individuals as
well as to the school libraries. The FOC has also visited numerous orphanages and schools of children with special needs to
donate stationeries and food items.
Sports
Guinness Nigeria Plc has continually shown commitment to investing in youth development through our sponsorships of
sporting events. The annual sponsorship of the Guinness Cup Golf Tournaments in Lagos and Benin respectively are an
example of this.
Donations
During the year donations amounting to N139.9 million (2011: N50.8million) were made to various charitable ventures.
=N=
Water of Life, Agoi-Ibami, Cross River 12,715,500
Water of Life, Awba-Ofemili, Anambra State 19,448,025
Water of Life, Enugu, Enugu state 3,373,040
Safe Water for Africa Project 75,192,308
Scholarship to students-Egbeluowo Community, Abia State 75,000
Scholarship to students-Odeukwu Community, Abia State 50,000
Scholarship to students-Ogba Community, Lagos State 200,000
Scholarship to students-Oregbeni Community, Edo State 450,000
Renovation of Guinness Eye Centre, Onitsha, Anambra State 4,861,000
Renovation of Guinness Eye Centre, LUTH, Lagos State 3,360,000
Maintenance of Water of Life Projects 17,583,725
Community road rehabilitation Aba, Abia State 2,600,000

139,908,598

In accordance with Section 38(2) of the Companies and Allied Matters Act, the Company did not make any donation or gift
to any political party, political association or for any political purpose in the course of the year under review.
Anti Corruption Drive
At Guinness Nigeria Plc, we do not tolerate bribery or corruption in any form. We know that our reputation is built on the
way we operate and how we conduct ourselves as a business. By ensuring our interactions are transparent, fair and consistent
with our values, we can protect that reputation and support our long term business success. To reinforce this stand and create
greater simplicity in this area, we have launched an Anti-Corruption Policy. The Policy applies to all employees and third
parties acting for or on behalf of Guinness Nigeria Plc.
The policy extends the principles on bribery and corruption in our Code of Business Conduct by consolidating some of our
existing principles that could expose us to the risk of bribery and corruption as well as bringing in new content on dealings
with our third party business partners. It also provides guidance on political and charitable contributions such as:
1. Gifts and entertainment.
2. Dealing with government officials.
3. Conflicts of interest.
4. Relationships with third parties.
5. Political, community and charitable contributions.
Malta Guinness is fortified with Water, Sucrose, Maize, Sorghum, Barley Malt extract, Sorghum
Malt, Caramel, Hops, 11 Vitamins, etc it remains the favourite Malt drink in Nigeria for
Goodness, Energy & Vitality. For those who desire a vibrant lifestyle, Malta Guinness is the
brand of choice, full of nourishment.
“Malta Guinness energizes me to live everyday to the full”

Environmental Policy
At Guinness Nigeria Plc, we recognise that our management of environmental issues is important to our stakeholders and is
fundamental to the long-term sustainability of the Company.
Our aim is to achieve and maintain environmental sustainability – a condition where our business causes neither long-term
critical depletion of natural resources nor lasting damage to species, habitats, biodiversity or the climate. Our stance in this
area is contained our Environment Policy. The tables below shows some environmental projects adopted in our breweries in
2012 financial year. Our focus is on adoption of options with the most benefit or least damage to the environment, in order
to minimize environmental impact of the Company’s operations:
Lagos Brewery
Project Name Description Environmental Benefit Type
Absorption chiller Recycling of heat from the Water Use Reduction
exhaust of the gas generators to
generate cold water Energy Use Reduction
Cross flow filtration Cross flow filtration system replaces Waste to landfill reduction
the kieselghur filtration. The old filter
generates lots of kieselghur and
filter sheets wastes
Installation of new gas generator Natural gas is a cleaner fuel
to replace diesel generators and emits less greenhouse Reduction in green house gas
gases for the same energy output
compared to diesel generators
Installation of new DAL New DAL plants and tanks are Water Use Reduction
plants and tanks more water and energy efficient Energy Use Reduction
Benin Brewery
Project Name Description Environmental Benefit Type
Automation of fridge plant Water savings: The ponds were Energy Use Reduction
condenser water level float using the float system. The
modification used low and high Water Use Reduction
level transmitters to regulate the
water level in the ponds - Dumping Waste Reduction
of water has stopped.
Modification of CO2 compressor Installation of variable speed drive Water Use Reduction
from the original direct motor that will guarantee improved CO2
drive to VSD(Variable speed drive) collection Energy Use Reduction
Directors’ Report
SNAPP a naturally refreshing apple-flavoured alcoholic drink made with the choicest ingredients
that give SNAPP its unmistakably sophisticated, crispy, naturally refreshing taste. SNAPP suits
every taste and occasion, a perfect choice for the modern, classy woman looking for feminine
& sophisticated alcoholic beverage. SNAPP has 5% alcoholic content and is packaged in an
attractive clear 30cl bottle with a gold & green label.
“It starts with a SNAPP”

Environmental Sustainability
Guinness Nigeria Plc uses a wide range of resources in its business. Some like fuel are finite, others like cereals are vulnerable to
the effects of climate change. The Company is focused on reducing the environmental impact of its operations. Environmental
Impact Assessments (EIA) are usually carried out before the commencement of new projects and environmental audits are
conducted with the recommendations from these audits being duly implemented. In this way, we ensured that, even though
the Company was undergoing a large scale capacity expansion programme, our activities did not impact negatively on the
environment during the year under review.
Efficient water management is a challenge our business had voluntarily taken upon itself because of the realization that our
business is largely dependent on water. Significant improvement on water usage of approximately 9.5% was made in the
2012 financial year when compared to the usage in the 2011 financial year representing a notable improvement in water
efficiency. This improvement was due to the following water reduction strategies put in place by the Company - installation
and use of absorption chillers in Ogba, optimization of cleaning water in process areas, behavioural change/mindset around
cleaning through awareness and training, prompt curing of visible water leaks and Cleaning-In-Place (CIP) optimisation.
On Green House Gas Reduction (GHG), the Company recorded a marginal improvement of 3.5% on its GHG. This again was
driven by optimization of the gas generators, effective production planning strategies on utilities usage, good utilities and
asset care utilities, regular review of heat balance and temperature control.
By implementing waste management strategies, the Company recorded 43.69% over the 2011 financial year figures on waste
to landfill, beer membrane filtration for Kieselghur removal, reuse and recycling of waste (e.g. spent yeast for pig farmers
and for compost plant), waste segregation for all brewery waste, and effective broken bottle removal from sites for recycling.
Malta Guinness Low Sugar is the drink of choice for those who care about their health and
wellbeing and follow a healthy lifestyle regime but still want the refreshment and top of the
world goodness, energy and vitality that Malta Guinness provides. Malta Guinness Low Sugar
contains the same nourishment & goodness of Malta Guinness classic with the same taste notes
but with low sugar. Available in 33cl bottle and can.

Health and Safety
Guinness Nigeria Plc is committed to managing an Occupational Health and Safety system that promotes a safe working
environment for all employees, contractors, customers and visitors to our sites. In Guinness Nigeria Plc, Occupational Health
and Safety has equal importance with all other business activities. In 2007, Diageo launched her Zero Harm Strategy to
ensure that every one working or visiting our sites goes home safely everyday and everywhere. This is in line with the Diageo
purpose of celebrating life everyday, everywhere.
OuraimasaCompanyistocreateaproactivesafetycultureinwhichallouremployeesbelievethatallinjuriesandoccupational
illnesses are foreseeable and preventable and we act in a manner that demonstrates their personal commitment to this aim.
Valuing each other is one of our values and this starts with every employee being passionate about keeping each other safe;
obsessively committed to preventing every single injury and recognizing the benefits of safe behavior and celebrating safety
success.
In the 2012 financial year, the Severe and Fatal Injury Prevention Programme (SFIPP) was launched. This programme aims
to eliminate fatal and severe injuries from our supply and demand operations. The safety golden rules were also introduced
to guide employees in their day to day behavior while performing their duties. Our First Aid and minor accident record
continue to trend downward when compared against previous years. We recorded a 30% reduction in First Aid injuries in
supply operations and a 25% reduction in road traffic accidents in our demand operation for the year under review. Lost time
accidents for non full time employees continue to be an area of focus. Our aim is to have zero lost time accident.
S/N Type of Incident No. of Incidents Comments
1 Occupational Illnesses Nil No Occupational Illness was Reported
2 First Aid Injuries 59 Operations and Project Falcon
3 Lost Time Accidents 6 All non-full time employees.
4 3rd Party Fatality 2 Road Traffic Accidents
5 Employee Fatality 1 Road Traffic Accident
All efforts are geared towards providing a safe and conducive working environment for employees. To this end, there is a
written health and safety policy supported by systems and procedures for ensuring that safe working practices are followed in
the performance of all Company functions. The Company has a Corporate Safety Department in place to monitor and guide
compliance with safety regulations. In the event of accidents or ailments occurring at the work place, there are adequate
provisions for medical care in our clinics which are well stocked and competently managed by qualified staff. Furthermore, all
employees of the Company are provided free medical care in designated hospitals.
Combating the global challenge on HIV/AIDS, Malaria and Tuberculosis
Guinness Nigeria Plc has a robust HIV/AIDS, Tuberculosis and Malaria (ATM) Workplace Policy which is the bed rock of our
programme to address ATM issues and other wellness and health programmes. The key elements of the Policy include:
• Prevention
• Protection
• Testing
• Care and Support
The programme is targeted not only at the entire workforce but also our supply chain partners. The fulcrum of mitigating
ATM is the dynamic peer health education programme put in place by the management. Trained peer educators disseminate
information and skills to their colleagues on how to prevent, protect and provide support for those infected. Another
innovative way we reach out to the workforce is through well packaged health messages on employees’ pay slips, distribution
of insecticide-treated bed nets (ITNs), artemisinin-based combination therapies (ACTs) to treat malaria and intermittent
preventative treatment for pregnant women (IPTp).
Directors’ Report
Dubic Extra Lager is a premium value lager with 40 years of pure Nigerian
heritage.ItismadeofaproudlyNigeriantraditionalrecipe.Contains5%alcohol
by volume and available in a 600ml returnable bottle.
“YOU DESERVE A DUBIC”

In addition, relevant support materials on ATM are distributed as are monthly online tips on current health issues, one-on-
one counselling, bi-annual comprehensive health screening for early diagnosis and prompt treatment of chronic conditions
and close monitoring of those with hypertensive/diabetic conditions. The Company also procures and distributes packs of
condoms which are conspicuously placed in female/male conveniences.
The Company provides HCT counselling / testing and employees are encouraged to know their HIV status. We are considering
special events such as Family Days to further reach out to employees and their family members with information on how
to prevent and identify signs and symptoms of ATM, and how to go about treatment if tested positive. As a result of these
initiatives, stigma and discrimination has been reduced to the barest minimum and we are working towards Zero New
Infection and Zero stigmatization for all employees in the Company.
Guinness Nigeria Plc is an active member of the Nigerian Business Coalition against AIDS (NIBUCCA). NIBUCCA is the
workplace voice against HIV/AIDS and in this partnership, the Company continues to play a leading role in workplace HIV/
AIDS prevention. We also provide HIV counselling and testing to our host communities during the celebration of the World
AIDS Day, the World Malaria Day and the World Tuberculosis Day.
Employment and Employees
(a) Training and Development
It is our policy to equip all employees with the skills and knowledge required for successful performance of their jobs.
This entails identifying the training needs of our employees and prioritising implementation of plans to address such
needs consistent with the requirements of the business.
(b) Dissemination of Information
In order to maintain a shared perception of our goals, we are committed to communicating information to employees in
as fast and effective a manner as possible. We consider this critical to the maintenance of team spirit and high employee
morale.
Circulars and newsletters are published in respect of significant corporate issues. Information is exchanged by different
groups of employees at Joint Consultative Committee meetings. A good communications link with the workforce is also
maintained through regular meetings between Union Representatives and Management.
(c) Employment of Physically Challenged Persons
Guinness Nigeria Plc is an equal opportnity employer and does not discriminate on any grounds. Thus, we provide
employment opportunities to physically challeged persons. However, this actually goes beyond the need to ensure that
there is no discrimination against such persons, but driven by a deep conviction that even in disability, there could be
immense ability. At year end, we have five (5) (2011:three (3)) physically challenged persons in our employment.
Employment Equity, Gender Polices & Practices
Our resourcing policy ensures equity and is free from discriminatory bias of gender, ethnic origin, age, marital status, gender,
sexual orientation, disability, religion and other diversity issues. We have carried out employment processes across all levels
in line with this practice.
Staff Diversity, Employee Development & Training Initiatives
In the year under review we had a staff strength of 1,429 (1,219 Males and 210 Females). We have on-boarded our new
joiners through the corporate induction programme, equipped our new managers through the New Manager programme
and built people manager capability using the Managing Self and the Coaching essentials tools amidst various functional
trainings. Our people are encouraged and supported to be members of Professional institutions. As a result of our continued
employee development initiatives, we have internally promoted 88 people across levels and functions and 11 people have
taken on international assignments within the Diageo Group.
Harp Lime is a premium flavoured lager with a unique, clean, crisp refreshing taste. The addition
of 100% Natural Lime flavour gives a unique crisp, refreshing taste that satisfies every single
time. Harp Lime is Nigeria’s first flavoured beer and is a real crowd-pleaser for young and old
alike. Available in a stylish elegant 300ml returnable bottle and 330ml can with 5.15% alcohol
by volume.
“Good Times. Best Enjoyed with HARP LIME”

Acquisition of Own Shares
The Company did not purchase any of its own shares during the year (2011: Nil).
Fixed Assets
Information relating to changes in fixed assets is given in Note 10 to the financial statements.
Distribution
The Company’s products are distributed through numerous distributors who are spread across the country. The Company
also has a distributor located in the United Kingdom.
Post Balance Sheet Events
There are no post balance sheet events, which could have had a material effect on the financial position of the Company as at
the balance sheet date or the financial results for the year then ended on that date, which has not been adequately provided
for.
Royalty and Technical Services Agreement
It has been the practice for the Company to maintain a close relationship with Diageo Plc as technical partner and adviser.
In this capacity, we receive technical and commercial support from certain members of the Diageo group under a Technical
Services Agreement and Trademark and Quality Control Agreement in respect of Guinness Foreign Extra Stout, Guinness
Extra Smooth, Harp Lager, Harp Lime Lager, Malta Guinness, Malta Guinness Low Sugar, Gordon’s Spark, Smirnoff Ice and
Satzenbrau Pilsner Lager.
Independent Auditors
Messrs. KPMG Professional Services were the Company’s Independent Auditors during the year under review. The
Independent Auditors’ report was signed by Mrs. Oluwatoyin Atinuke Gbagi, a partner in the firm, with Institute of Chartered
Accountants of Nigeria (ICAN) membership number ‘17186’.
Messrs. KPMG Professional Services have indicated their willingness to continue in office as auditors in accordance with
Section 357(2) of the Companies and Allied Matters Act, 1990.
12 September 2012
By Order of the Board
SENI ADETU
Managing Director/Chief Executive Officer
Directors’ Report
HARPisoneofNigeria’smostexceptionalbeers. Triplefilteredforacrisp,smooth,unforgettable
taste, master brewers take extra care in this unique brew using the highest quality barley,
sorghum, and hops. Delivering excellence in every drop, Harp is a four time medalist in the
international Le Monde awards for superior quality. It’s no wonder the best moments in life are
best enjoyed with Harp; and best enjoyed with friends!

Board of Directors in Profile
Mr. Babatunde Abayomi Savage
- Chairman
Mr. Savage holds a Bachelor of
Science degree from the University
of Ibadan. He had his accountancy
training with Coopers & Lybrand (now
PricewaterhouseCoopers) from 1978 to
1983. Mr. Savage has attended various
overseas management trainings
including a stint at Cranfield School
of Management and the Harvard
Business School. He is a Fellow of both
the Institute of Chartered Accountants
of Nigeria (ICAN) and the Chartered
Institute of Taxation of Nigeria (CITN).
Mr. Savage joined the Board of
Guinness Nigeria Plc in 1996. He was
the Company’s Director of Finance and
later Corporate Planning Director. He
was appointed the Corporate Affairs
Director in 1998 and the Deputy
Managing Director in 2005.
Upon his retirement from the
Company in June 2009, Mr. Savage was
appointed Chairman of the Board of
Directors of the Company with effect
from 1st July 2009.
HeistheChairmanoftheCouncilofthe
International Chamber of Commerce
(ICCN) and a member of Council of the
Manufacturers Association of Nigeria
(MAN). He resides in Nigeria.
Dr. Nick Blazquez - Vice Chairman
Dr. Blazquez was appointed as a
director of the Company in September
2004 and Vice-Chairman in February
2006. He is the President of Diageo
Africa and a member of the Diageo
Executive Committee. He has worked
for Diageo for 20 years in a number of
senior roles in Asia and Europe. He is
also the Chairman of Private Investors
in Africa and a Non-Executive Director
of Mercy Corps.
He holds a Bachelor of Science degree
from the University of Aberdeen and a
PhD from the University of Bristol. Dr.
Blazquez is the Chair of the Governance
and Remuneration Committee.
Dr. Blazquez resides in the United
Kingdom.
Mr. Seni Adetu
- Managing Director/CEO
Mr. Seni Adetu holds Bachelor of
SciencedegreeinChemicalEngineering
from the University of Lagos, Nigeria
and a Post-Graduate degree, MBA (with
specialization in Marketing) from the
same University.
He began his career as a Brand/Sales
Manager with John Holt Plc and later
joined Coca-Cola Nigeria Ltd, where
he enjoyed a highly successful 14 year
career. While at Coca-Cola, he held
various senior positions which include
Marketing Director and later General
Manager, Coca-Cola West Africa.
His responsibilities covered various
markets across Africa including Kenya
and Ghana. He also served as the
Commercial Director for Nigerian
Bottling Company PLC.
In 2006, Mr. Adetu joined Diageo and
was appointed Managing Director of
Guinness Ghana Breweries Limited
(GGBL) where he led the integration of
Guinness Ghana and Ghana Breweries
Limited, creating a winning culture and
driving a strong market share growth.
He moved on to become the Group
Managing Director of East African
Breweries Ltd in 2009, a position he
helduntilhisappointmentasManaging
Director for Guinness Nigeria Plc with
effect from 1 July 2012. He resides in
Nigeria.

Professor J. O. Irukwu, SAN
- Non-Executive Director (NED)
Professor Irukwu holds MBA and Ph.D.
degrees as well as several honorary
doctorate degrees. He is a Fellow of
the Corporation of Insurance Brokers,
a past president of the West African
Insurance Companies Association
and the Founding President of the
Professional Reinsurers Association of
Nigeria. He is a Professor of Law and
Insurance
A Senior Advocate of Nigeria, Professor
Irukwu is also a past president Ohaneze
Ndigbo, a socio-cultural group
representing the third largest ethnic
group in Nigeria. Professor Irukwu
joined the Board of the Company as a
Non-Executive Director in December
1996.
Professor Irukwu is the current Chair
of the Finance and Risk Committee of
the Board. He resides in Nigeria.
Mr. Bitrus Edward Gwadah
Mr. Bitrus Gwadah has an honours
degree in Law and was admitted to
the Nigerian Bar as a Barrister and
Solicitor.
He was Managing Director/CEO,
NIDB Trustees Limited, a subsidiary
of Nigerian Industrial Development
Bank Limited. In addition to being
a Director of Guinness Nigeria, he is
also engaged in private legal practice
and consultancy. He joined the Board
of Guinness Nigeria in 2000 as a Non-
Executive Director.
Mr. Gwadah represents the Board on
the statutory Audit Committee. He
also served on the Finance and Risk
Committee of the Board. He resides in
Nigeria.
Mr. Bismarck Jemide Rewane
Mr. Bismarck Rewane graduated
from the University of Ibadan with
a Bachelors and Honours degree in
Economics (1972). He worked at
several blue-chip financial institutions
within Nigeria and abroad holding
various senior management positions.
Between 1981 and 1989, he was with
International Merchant Bank Nigeria
Limited and held such positions as
General Manager, Assistant General
Manager, Head of Development
Finance Manager & Divisional and
Credit Manager. He was also with
the First National Bank of Chicago,
Barclays Bank of Nigeria and Barclays
Bank International Plc, United
Kingdom.
An Associate of the Institute of
Bankers, (England & Wales), Mr.
Rewane has served on the board of
several organisations, including Navgas
(a Vitol Group subsidiary), NLNG Prize
Award Foundation, UNIC Insurance
Plc, Nigeria Economic Summit Group,
UBA Custodian Limited, Virgin Nigeria
Airways Limited, Fidelity Bank Plc,
First City Monument Bank Plc and Top
Feeds Nigeria Limited.
Mr. Rewane joined the Board of
Guinness Nigeria Plc as a Non-
Executive Director in 2008. He is
a member of the Finance and Risk
Committee and resides in Nigeria.

Mrs. Zainab Abdurrahman
Mrs. Zainab Abdurrahman holds an
honours degree in Economics from
the Ahmadu Bello University, Zaria
specializing in Finance, Operations
Research, Statistics, Project Evaluation,
Accounting and Economic Analysis.
She joined the Nigerian National
Petroleum Corporation (NNPC) in
1979 where she held a number of
increasing leadership responsibilities
including Managing Director, Group
General Manager, NNPC Retail Limited
in charge of NNPC Petrol Stations –
Land and Floating, General Manager,
Investment Division, Manager
Domestic Investment and Finance
and Head, Domestic and International
Investments. She also represented
the interest of NNPC on the Boards
of 2 Joint Venture trading companies
and the Committee on the Review
of the Joint Operating Agreements
and Production Sharing Contracts in
the Upstream Sector, among several
important assignments.
Mrs. Abdurrahman retired from the
NNPC in 2009 and now runs a private
business. She was appointed to the
Board as a Non-Executive Director on
4th November 2011.
Mrs. Abdurrahman is a member of the
Board’s Governance and Remuneration
Committee. She resides in Nigeria.
Ms. Lisa Gillian Nichols
- Commercial Director (Executive
Director)
Ms. Lisa Nichols joined Diageo in
September 1992 as Financial Analyst,
IDV, Asia Pacific based in London.
From there, she subsequently worked
in Dubai, Beirut, Kingston Jamaica,
Chicago, Budapest and London
in several positions of increasing
leadership responsibilities in finance,
audit and general management roles
spanning market finance director,
financial control, treasury, financial
planning and reporting and global
audit and risk.
Ms. Nichols has been the Global
Business Support Director Africa
and a member of the Diageo Africa
executive team for the last one year
and, in this role, was responsible for
strategy, decision support, business
development and new business
ventures.
Ms. Nichols holds a BA (Hons.)
degree in Mathematics from the
Oxford University and is an associate
member of the Chartered Institute of
Management Accountants (ACMA).
She has lived and operated successfully
across many parts of the world and
speaks French, basic German and basic
Hungarian in addition to English. She
joined Guinness Nigeria Plc as the
Commercial Director with effect from
1st August 2011 and was appointed to
the Board on 9th September 2011. She
resides in Nigeria.
Mr. Mark A. Taylor
-Non-Executive Director (NED)
Mr. Mark A. Taylor graduated from
the University College of Birmingham
and began his early career at De
Vere Hotels in 1990 as a Graduate
Trainee. He proceeded to Carlsberg
– Tetley Brewing Ltd (1993) and IDV
Morgan Furze (1994) as Trade Market
Executive and Trade Market Manager
respectively before joining Diageo Plc
as Commercial Development Director
in 1998. Mark has attended various
international management training
institutions including Glendenning
Management Consultancy and London
Business School.
Mr. Taylor has over 20 years of
international experience which
spans developing, implementing and
embedding both commercial and
sales strategy, change management,
delivery of business plan, inspirational
leadership, building positive
relationship, political understanding
and influencing etc. Mr. Taylor was
appointed Commercial Director,
Diageo Africa in April 2011 and to the
Board of Guinness Nigeria Plc as a Non-
Executive Director on 1st June 2011.
He resides in the United Kingdom.

Ms. Yvonne Ike
Ms. Yvonne Ike holds a Bachelor of
Science Degree in Economics. She
started her career as an auditor with
Ernst and Young International and has
been an FSA registered representative
since 1994. She was a Managing
Director at JP Morgan, where she
spent 15 years of her career until 2009.
Ms. Ike is an internationally regarded
investment banker credited with
pioneeringanumberofgroundbreaking
transactions in West Africa region. She
has more than 18 years experience in
financial services, including capital
markets operations and fixed-income,
derivatives and equities products.
Over the course of her career, she has
led senior teams in New York, Geneva,
Hong Kong, Nigeria and South Africa.
She is presently the CEO West Africa,
Renaissance Group (Investment
Banking).
Ms. Ike was appointed to the Board as
a Non-Executive Director on 26th April
2012 and is a member of the Board’s
Finance and Risk Committee. She
resides in Nigeria.
Mr. Philip John Jenkins
- Non-Executive Director (NED
Mr. John Jenkins obtained an honours
degree in Accounting and Financial
Analysis from the University of
Newcastle-Upon-Tyne. Mr. Jenkins
is a senior finance professional with a
20 year record of success in blue chip,
sales, marketing and manufacturing
environments, he is a member of the
institute of Chartered Accountants.
Mr. Jenkins worked as the head
of Finance in UK Brewing (UK
subsidiary of S&N). He later became
the Finance Director of Scottish
Courage National Sales, another UK
subsidiary of S&N. He was appointed
the Corporate Development Manager
of S&N Plc in August 2003 in which
role he was responsible for group
strategic planning and execution of
key corporate development projects.
He further worked as the Programme
Director for S&N Plc before joining
Diageo Plc in 2008. This is outside
other commercial finance and internal
and external audit roles he has held.
He was the Business Development
Director of Diageo Plc until his recent
appointment as the Finance Director of
Diageo Africa earlier in the year.
Mr. Jenkins was appointed to the
Board as a Non-Executive Director on
9th February 2012. He is a member of
the Finance and Risk Committee and
also represents the Board on the Audit
Committee. He resides in England.
Mr. Rory John O’Keeffe
- Non-Executive Director (NED
Mr. John O’Keeffe holds a Bachelor of
Commerce degree from the University
College Cork, Ireland specializing in
Economics & Marketing. He joined
Diageo Plc in 1994 and he has held a
number of leadership responsibilities
including Brand Manager, Diageo
Ireland, New Product Development
Manager, Diageo Ireland, Guinness
Brand Manager, Diageo Ireland (based
in Dublin), Marketing & Innovation
Manager, Diageo Jamaica, Marketing
Director, Diageo Jamaica/Caribbean,
Marketing Director, Diageo Nordics,
Commercial & Innovation Director,
Diageo Nordics, General Manager,
Diageo Sweden & Finland, Managing
Director Diageo Russia & CIS markets
(based in Moscow) and Managing
Director Diageo Russia & Eastern
Europe. Mr. O’Keefe is presently the
Global Category Director Beer and
Baileys for Diageo Plc. He resides in
Ireland.
Mr. O’Keeffe was appointed to the
Board as a Non-Executive Director
on 9th February 2012. He resides in
Republic of Ireland.

Sesan Sobowale
- Company Secretary
Mr. Sesan Sobowale qualified as a
Solicitor and advocate of the Supreme
Court of Nigeria and was admitted to
the Bar in December 1990. Sesan’s over
14 years of commercial legal experience
spanned several of Nigeria’s leading
commercial law firms including G.
M. Ibru & Co., Udo-Udoma & Bello-
Osagie and the Law Union. Sesan is
an Associate member of the Chartered
Institute of Taxation of Nigeria and the
Institute of Chartered Secretaries and
Administrators (Nigeria and UK).
Mr. Sobowale was appointed
Regulatory Advisor at Nigeria’s MTN
Nigeria Communications Limited
in August 2004 from where he was
appointed as Legal Adviser in Guinness
Nigeria Plc on 18th April 2005.
He was appointed by the Board as
Company Secretary in September 2006
and resides in Nigeria.

The Guinness Leadership Team
Seni Adetu
- Managing Director/
Chief Executive Director
Lisa Nichols
- Commercial Director
Udo Anya
- Sales Director
Austin Ufomba
- Marketing and Innovation Director
Cephas Afebuameh
- Supply Chain Director
Felix Enwemadu
- GM Spirits
Sesan Sobowale
- Corporate Relations Director/
Company Secretary
Wale Adediran
- Human Resources Director

Naturally
Refreshing Taste
It starts with a SNAPP
18+
DRINK RESPONSIBLY
WWW.DRINKiQ.COM
The SNAPP word and associated LOGOS are Trademarks. © Diageo Great Britain Limited 2012
TM
34196_5by4.ai 1 31/05/2012 11:38

Guinness Leadership Team

Supporting Our Communities
Guinness Eye Hospitals now a
sight to behold!
Guinness Nigeria Plc demonstrated its passion
for community involvement and humanitarian
service by giving the Guinness Eye Centre at the
Lagos University Teaching Hospital (LUTH) and
in Onitsha a much needed face lift. The walls
were beautifully repainted, furniture and fittings
were replaced and an external signage which gave
more visibility to the eye centre was placed at the
entrance. These were geared towards fostering a
stronger partnership as well as sustaining the Eye
Centre as a centre of excellence in eye care.
Water of Life
Guinness Nigeria Plc, under its Water of Life
Scheme, completed projects in: Ise-Ekiti in Ekiti
State; Nsude in Enugu State; Awba-Ofemmili in
Anambra State and Jebba in Kwara State. These
projects provide for an additional fifty thousand
people within the communities. This focus on
water is in line with our sustainability agenda and
is Guinness Nigeria and Diageo’s contribution to
resolving the global problem while aligning with
the UN Millennium Development Goal to “halve
by 2015 the number of people without sustainable
access to safe drinking water and sanitation”.
Employee Community Service
Guinness Nigeria employees, under the arm of
Friends of the Community (FOC), an employee
driven charitable initiative, ‘went the extra mile’ by
donating bed sheets to the patients of the recently
refurbished Guinness Eye Hospital in Lagos. FOC
also gave the Oba Akran Avenue roundabout a
facelift by painting it in a project tagged “Rejig”.
Students of 4 selected schools each in Lagos and
Benin were not left out in the FOC activities as
they were educated on the need to imbibe a healthy
reading culture .The school libraries were equipped
with approved up-to-date- reading materials to
enhance their reading culture while the students
each received books as gift items.
Executive Governor of Ekiti State, Dr. John
Kayode Fayemi tasting a sample of the
Water at Ekiti on 25th November 2011.

Guinness nigeria plc annual report 2012

Guinness nigeria plc annual report 2012

Recommended

Recommended

More Related Content

What's hot

What's hot (20)

Similar to Guinness nigeria plc annual report 2012

Similar to Guinness nigeria plc annual report 2012 (20)

More from Michael Olafusi

More from Michael Olafusi (20)

Recently uploaded

Recently uploaded (20)

Guinness nigeria plc annual report 2012