4. Corporate Information
Notice of Annual General Meeting
Chairman’s Statement
Group CEO’s Statement
Subsidiaries Reviews
Internal Control & Risk Management
Company’s Secretariat’s Report
Profile of Directors
Reports of Directors
Performance Indicators
Report of the Audit Committee
Events in Pix
Report of Independent Auditors
Consolidated Statement of Financial Position
Consolidated Statement of Comprehensive Income
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Equity
Notes to the Consolidated Financial Statements
Consolidated Statement of Value Added
Financial Summary
Proxy Form
Admission Card
Postage
E-Dividend Mandate
Authority to Electronically Receive Corporate Information
2
4
5
7
10
14
16
22
26
36
37
42
56
57
58
59
60
64
111
112
113
114
115
116
117
CONTENTS
5. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 01
2015 Group Financial Results at a Glance
for the year ended 31 December, 2015
Revenue 124,617,238 170,127,978
Cost of sales (106,255,812) (151,663,049)
Gross prot 18,361,426 18,464,929
Probit before income tax 7,012,442 6,006,298
Income tax expense (1,218,387) (1,549,681)
Prot for the year 5,794,055 4,456,617
Other comprehensive loss net of taxes (9,886) (78,018)
Total comprehensive income for the year 5,784,169 4,378,599
Total comprehensive income attributable to:
Owners of the company 4,482,520 2,322,246
Non controlling interests 1,301,649 2,056,353
5,784,169 4,378,599
Earnings per share
Basic/ Diluted in (N) 4.11 2.20
2015 2014
N'000 N'000
Earnings Per Share
87%
Profit Before Tax
17%
Revenue
N125BN
6. Corporate Information
orte Oil plc, a leading indigenous,
Fintegrated energy company in Nigeria
involved in petroleum marketing, power
generation and upstream oileld services. The
company is quoted on the Nigerian Stock
Exchange (NSE).
The Company operates a network of 500 outlets
spread across the Country with major fuel
storage installations at both Apapa (Lagos State)
and Onne (Rivers State). Forte Oil Plc also
provides aircraft refueling operations which
operates under the brand 'Air FO' and its Aviation
Joint User's hydrants in Ikeja and Joint Aviation
depots in Abuja, Port Harcourt and Kano makes it
one of Nigeria's leading providers of aviation fuel
for local and international airlines.
It also manufactures and distributes a wide range
of quality lubricants, which include Synth 10000,
Super V, Visco 2000, Diesel Motor Oil, etc, from its
50,000 metric tonnes lubricating oil blending
plant at Apapa in Lagos.
In addition to these strategic retail and
commercial network in Nigeria, Forte Oil Plc is
also well established in Ghana under the trade
name – AP Oil and Gas Limited (APOG), with a
network of retail outlets, liqueed petroleum gas
plants and a lubricant blending arrangement
with Tema Oil blending plant. Forte Oil Plc is
currently using its presence in Ghana to leverage
its expansion into other West African countries.
The Company also has a footprint in the
upstream oil services sub-sector, where it has
established a reputation of efciency; servicing
the upstream sector under trade name- Forte
Upstream Services Limited (FUS). Its acquisition of
the 414 mw Geregu Power Plant is a
demonstration of the company's strategy to
deliver long term returns for its shareholders.
F o r t e O i l P l c ' s b u s i n e s s
philosophy is premised on
building a high-performance
organization with world-class
business processes, strong
corporate governance and
compliance at all levels,
culture of strong ethics and
discipline and an enhanced
safety, health and sustainability
policies embedded across its
value chain.
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 502
7. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 03
FIRST BANK OF NIGERIA LTD
GUARANTY TRUST BANK PLC
UNION BANK PLC
Corporate Information cont’d
FEMI OTEDOLA, CON - Chairman
AKIN AKINFEMIWA - Group Chief Executive Officer
JULIUS B. OMODAYO-OWOTUGA, CFA - Group Chief Financial Officer
GRACE C. EKPEYONG - Director
CHRISTOPHER ADEYEMI - Director (Independent)
PHILIP M. AKINOLA - Director
ANIL DUA - Director
AKINLEYE OLAGBENDE - Company Secretary
UKPAI OKWARA
MANAGING DIRECTOR
AP OIL AND GAS GHANA LIMITED
SEYE ALABI
AG. MANAGING DIRECTOR
FORTE UPSTREAM SERVICES LTD
ADEYEMI ADENUGA (FNSE)
MANAGING DIRECTOR
GEREGU POWER PLC
Board of Directors
8. NOTICE IS HEREBY GIVEN that the Thirty Seventh Annual General Meeting of the Members of FORTE OIL PLC will hold on
April 26, 2016 at 10:00 a.m. at the Imperial, Lekki Coliseum Building. Providence Street, Lekki Phase 1, Lagos to transact
the following business:
F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5F I N A N C I A L R E P O R T F O R F O R T E O I L P L C04
NOTICE OF ANNUAL GENERAL MEETING
ORDINARY BUSINESS
1. To present the Report of the Directors, the
Consolidated Statement of Financial Position with
the Statement of Comprehensive Income at 31st
December, 2015 and the report of the Auditors
and Audit Committee thereon.
2. To re-elect Dr Grace Ekpenyong to the Board of
Directors as a director whose term expires in
accordance with Article 89 of the Company's
Articles of Association
3. To ratify the appointment of Mr. Anil Dua as a Non-
Executive Director in the Company
4. To declare a dividend
5. To authorize the Directors to x the remuneration of
the Auditors.
6. To elect/re-elect the members of the Audit
Committee.
SPECIAL BUSINESS
1. To x the remuneration of the Directors
2. To consider and if thought t, pass the following as an
ordinary resolution. That pursuant to the directive of
the Securities and Exchange Commission, 5,599,908
units of Forte Oil shares transferred to the company as
part of a settlement with Mr. Osa Osunde and Fidelity
Finance Limited be sold to existing shareholders of
the Company on a pari passu basis at the market
price of Three Hundred Naira (N300) per share
pursuant to Article 12 of the Company's
Memorandum Articles and Articles of Association
3. To consider and if thought t, pass the following
resolution as an ordinary resolution of the Company
'that in compliance with the rules of the Nigerian
Stock Exchange governing transactions with related
parties or interested persons, the company be and is
hereby granted a general mandate in respect of all
recurrent transactions entered into with a related
party or interested person which are of a revenue or
trading nature or are necessary for the Company's
day to day operations'.
Raising of Additional Capital
4. To consider and if approved to pass with or without
modication an ordinary resolution that pursuant to
Article 79 of the Memorandum and Articles of
Association the Directors are hereby authorised to
raise by way of a public offering, rights issue or any
other methods they deem t, additional equity
and/or debt capital up to the sum of N100 Billion
through the issuance of shares, convertible securities
or non-convertible securities, global depository
receipts, medium term notes, loan notes, bonds and
or any other instrument(s) whether as a standalone
transaction or by way of a programme in such
tranches, series or proportion, at such coupon or
interest rates within such maturity periods, at such
dates and time and on such processes all of which
shall be determined by the Directors subject to all
relevant regulatory approvals.
PROXY
A member entitled to attend and vote at the Annual
General Meeting is entitled to appoint a proxy to attend
and vote in his stead. A proxy need not be a member of
the Company. For the appointment to be valid, a
completed and duly stamped proxy form by the
Commissioner of Stamp Duties must be deposited at the
ofce of the Registrar, Veritas Registrars Limited, Plot 89A
Ajose Adeogun Street, Victoria Island, Lagos not less than
48 hours before the time xed for the meeting.
CLOSURE OF REGISTER
The Shareholders' Register and Book of Transfers will
thereafter be closed from April 18 to April 21, 2016 to
enable the Registrars prepare for the payment of
dividend.
DIVIDEND WARRANT
If the dividend recommended is approved, dividend
warrants will be posted on April 27th, 2016 to
shareholders whose names appear on the Company's
Share Register at the close of business on April 15, 2016.
AUDIT COMMITTEE
The Audit Committee consists of 3 shareholders and 3
Directors in accordance with Section 359(5) of the
Companies and Allied Matters Act of 2004. Any member
may nominate a shareholder as a member of the Audit
Committee by giving in writing of such nomination to the
Secretary of the Company at least 21 days before the
Annual General Meeting.
RIGHTS OF SECURITIES' HOLDERS TO ASK QUESTIONS.
Securities' Holders have a right to ask questions not only
at the Meeting, but also in writing prior to the Meeting,
and such questions must be submitted to the Company
on or before April 13, 2016.
Dated March 29, 2016.
BY ORDER OF THE BOARD
AKINLEYE OLAGBENDE
General Counsel/Chief Compliance Ofcer
FRC/2013/NBA00000003160
FO House, 13 Walter Carrington Crescent
Victoria Island, Lagos.
9. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 05
istinguished shareholders, members of
Dthe Board of Directors, the press, invited
guests, ladies and gentlemen.
I am honoured to present an overview of the
major developments that took place in our
operating environment as well as the summary
of the company's performance for the financial
year ended 31st December, 2015.
THE OPERATING ENVIRONMENT
We commenced 2015 with strong optimism in
the overall direction of the nation as we looked
forward to an election year with the hope of a
seamless transition that would give rise to a more
stable and stronger democracy.
However, the year ended with significant
uncertainties occasioned by drastic declines in
Government revenues due to a global
economic slowdown
with particularly dire
impact on Emerging
and oil-dependent
economies.
On a positive note,
the Nigerian Armed
Forces made some
good inroads in
various theatres in the
North East of the
country reclaiming
t e r r i t o r i e s a n d
restoring life therein
and increasing the
p o t e n t i a l f o r
improved economic
activities in the
region.
In the light of the
foregoing, it is hardly
surprising that the
country's GDP growth
slowed to an average of 3.05% in the first three
quarters of 2015 as against a projected 5.54%
with 2016 forecast put at 4.37%. The reduced
GDP growth mirrored the global economic
slowdown that persisted for most of the year
under review.
THE 2015 FINANCIAL PERFORMANCE
The economic issues I alluded to in my statement
in 2015 crystallized with a paucity of foreign
currency, reduced purchasing power as the
local market place experienced pricing
uncertainties in relation to products and
services, thereby exacerbating inflationary
trends. Also, the reduced revenue accruing to
the Federal Government of Nigeria as a result of
the drop in crude oil prices affected the
reimbursement of our fuel subsidies under the
PSF scheme; this non payments coupled with an
illiquid money market resulted in a 18.7%
increase in our finance cost.
CHAIRMAN’S STATEMENT
10. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 506
While our Company has continued to weather
the very challenging operating headwinds, we
have not been totally insulated from the fallout
and shocks in the Petroleum Industry in general
and the downstream sub-sector in particular.
Building on our strategic actions before the
volatility, including management of our foreign
exchange and subsidy exposure through
reduced importation of petroleum products for
the year 2015 saw our revenues drop by 36.5% to
N124.62bn compared to N170.13bn in 2014.
However, the efficiency of our business
operations had a positive net effect on our
profitability with Profit before Tax growing 16.7%
to N7.01bn compared to N6.01bn recorded in
2014 while profit after income tax increased
30.0% to N5.79bn compared to N4.46bn for
same period in 2014.
Dividend
The improved business performance over the
year and progress in strategic delivery has led to
the board's decision to increase the dividend.
During 2014, the board approved and paid a
dividend of NGN2.50 while in 2015, a dividend of
NGN3.45 was approved representing a 38%
increase. These increases are part of our
strategy to grow distributions and demonstrate
our commitment to our mission, of being the
investment of choice even in the present
economy circumstances.
The Board and Board Changes
The Board has continued to maintain oversight
on performance, risk and financial efficiency
and kept a constant scrutiny on HSE operations.
Each year we review and monitor the group
level risks through the Board committees. The
board regularly considers how it operates and
the appropriate composition and mix around
the board table – both to respond to today's
challenges and Forte's future strategic direction.
Mr. Anil Dua was appointed to the Board to
replace Mrs. Korede Omoloja who resigned as a
Non-Executive Director effective from 30th of
September, 2015. In the same vein, Reverend
Bolodeoku resigned from the Board after several
years of service to the Board and the Company
as a whole. I thank these individuals for their
great contributions to the Board.
I would also like to thank the entire workforce
and my colleagues on the Board for their
immeasurable contributions.
Finally, my thanks go to you, our shareholders, for
the support you have shown us during the year.
I thank you for continually investing in Forte Oil
PLC.
Femi Otedola, CON
Chairman
FRC/2013/IODN/00000002426
April 2016
CHAIRMAN’S STATEMENT (Cont’d)
11. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 07
Evolving Times, Seamless Possibilities
istinguished Shareholders, Ladies and
DGentlemen,
It is a privilege to once again present the state of
affairs of our great company and Nigeria's foremost
integrated energy solutions provider; Forte Oil Plc. for
the financial year ended 31st December 2015.
Having successfully concluded our business
transformation in the year 2014, the year 2015
heralded the era of consolidation and aggressive but
strategic growth which we themed “New Frontiers”.
The New Frontiers phase of our business life is one in
which we seek market dominance across all our
business lines and subsidiaries.
The year 2015 was quite eventful for our operating
environment starting with a peaceful transition in
Government from one political party to another both
at the Federal and State levels, declining oil prices
which resulted in a sharp drop in government
revenues and subsequently the devaluation of the
Naira. Furthermore, the non-availability of foreign
exchange as a result of the drop in oil prices created
a wide disparity between the official and parallel
market rates for the dollar and thus pushed up the
consumer price index, reduced purchasing power
parity, increased unemployment and overall put the
Nigerian economy in a stagflation; high prices and
reduced growth.
Yet in the midst of the dismal economic situation,
Forte Oil Plc continued to forge ahead in creating
innovative energy solutions across all our business
lines resulting in an increase in Group profitability after
tax by 30% from NGN4.4bn in 2014 to NGN5.7bn
Our Financial Performance in 2015.
Group Revenues declined to 124.6 Billion Naira from
170.1 billion Naira due to declining oil and product
prices and also our risk management approach to
stem importation of petroleum products in the first
quarter of the period under review due to
outstanding subsidy payments which had been
overdue in excess of 365 days. However, overall gross
margin increased from 11% in 2014 to 15% in 2015 as a
result of improved business efficiency, streamlined
product procurement processes and focus on higher
margin related businesses including product mix and
sales channels. Other Income also increased by
216%; ₦ 4.0 billion compared to N1.39 billion (FY,
2014) largely due to gains on disposal of investment
property, interest on receivables and investment
income from held to maturity instruments.
Furthermore, we were able to recover dividends and
interest wrongly paid to some shareholders in 2009.
On the profitability perspective, the Group Profit
before Tax increased by 17% to ₦ 7.01bn from ₦ 6.52
billion recorded in the same period of 2014 while Net
income rose by 30% to NGN5.7bn compared to
NGN4.4bn in the same period with our downstream,
power and upstream services business contributing
82%, 12% and 6% respectively.
In 2015, the Group maintained a strong Health Safety
Environment Quality performance as we have now
achieved 35,040 hours (48 months) of continuous
operations in all major terminals and facilities without
a major incident and zero Lost Time Incident (LTI). This
reinforces our commitment to world class operating
Akin Akinfemiwa
Group Chief Executive Officer
THE GCEO’S REPORT
12. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 508
standards. The period under review also witnessed the
rollout of several Health, Safety, Security and
Environmental initiatives such as the Safety Rules for
drivers, transporter forum engagements, fuel tanker
discharge competency certification process and
contractor's safety awareness campaign.
In recognition of the company's consistent and
significant achievements that go beyond our financial
objectives, I was once again ranked among top 25
CEO's in Nigeria consecutively in the Business Day's Top
25 CEOs Award in 2015 making this the 3rd consecutive
time since the inception of the awards in 2013. We also
maintained our early flier's status with Nigerian Stock
exchange and set a new record to file our 2015
Audited Accounts within first 26 Days of month of
January 2016. The Company also won the Best
Governance award for the Oil and Gas sector in Africa
by the Ethical Boardroom magazine. All these are a
testament of our highly motivated workforce and
manifestation of our core values of Committed, Open,
Responsive and Respect
The year 2016
I am more confident than ever that huge investments
made in our processes, philosophy and people have
laid a solid foundation for our company to survive the
current economic headwinds in 2016 and beyond.
Our downstream business which is the root of our
company and comprising of the fuels, lubricants,
aviation and other Non-Fuel revenue business will
continue to witness aggressive organic growth in
addition to seeking merger and acquisition
opportunities in order to rightly position ourselves for
future reforms in the downstream sector. We believe
an increase in our retail footprint will give us the market
dominance we desire in Africa and thus necessitating
the need to raise 100 Billion Naira additional capital for
this purpose.
Our Power asset, the Geregu Power Plant is poised to
deliver and contribute 435 MW to the National Grid
come 1st July 2016 upon the completion of our USD 90
Million Major Overhaul project. This in no small measure
will boost the earnings of the group and prove that GPP
is a success story of the FGN's privatization of her Power
assets. Our foray into power generation with the
acquisition of the Geregu Power Plant has created a
solid foundation to explore other opportunities and
carve a niche for ourselves in the power sector.
Our Upstream service business remains challenged by
the falling crude oil prices and that has negatively
impacted the margins from our various contracts with
both the International and Indigenous Oil companies.
However, the on-going restructuring and capacity
building with respect to this entity will improve both
revenues and income in the short-medium term.
Our commitment to build a world-class workforce of
highly skilled and motivated workforce remains
unwavering. We believe that the ultimate investment is
in our people who in turn are the custodians of our
processes and philosophies and most importantly our
brand equity.
The current realities in our business environment calls for
a reinforcement of our existing robust, enhanced,
tested and proven enterprise risk management
framework ranging from operational, financial and
reputational risk. We shall continue to improve on
strong business controls and ethics across all business
lines. Continuous improvements in our HSEQ practices
remains an imperative to gain competitive advantage
in the industry.
Finally, we shall continue to strengthen our corporate
governance framework to boost the investor
confidence. Our quest for admission into the Premium
Board listing of the NSE is at its final stages and should
be concluded by H1 2016. In our bid to build our
organisation to world class standards, we are
incorporating sustainability in our strategic projections
for 2016 as we have become a signatory to the
prestigious United Nations Global Compact; a
convention on encouraging all companies to align
their strategies with the universal principles of human
rights, labour, environment and anti-corruption.
From the above, it is clear that we are surely prepared
for evolving times and seamless possibilities.
Akin Akinfemiwa
Group Chief Executive Officer
FRC/2013/IODN/0000001994
THE GCEO’S REPORT (Cont’d)
13.
14. SUBSIDIARIES
Amperion Group
Operator/CBN-NEMSF and Nigerian Bulk Electricity Trading
Company Plc (NBET) as at the year ended 2015, hence, the
injection of NGN213Bn CBN-NEMSF by the Federal
Government of Nigeria to cushion the effect of the revenue
collection losses from the Distribution companies in Nigeria.
The Company signed a Major Overhaul contract with
Siemens Nigeria at a total cost of USD90M, when this Major
Overhaul is completed, it will bring the station back to its full
installed capacity of 414MW and additional 21MW from the
current available capacity of 138MW thereby increased the
revenue generation by more than three (3) times the current
performance.
PRINCIPAL ACTIVITY
The Company is a major wholesale supplier of electric power
to the Transmission Company of Nigeria (TCN) through
Nigerian counterpart, the Market Operator (MO) and the
Bulk purchaser, NBET.
OPERATING RESULTS:
The following is a summary of the company's operating
results 2015:
2015 BUSINESS OBJECTIVES
The year 2015 aimed at repositioning Geregu Power
Plant to actualize its maximum potential. The
groundwork for the major overhaul has begun and it is
expected to be concluded by June 2016.
The business continues to navigate the turbulent
power sector and provide the necessary power
generation for the Nigerian economy.
OVERVIEW OF GEREGU POWER PLC FINANCIAL
PERFORMANCE AS AT DECEMBER 31, 2015
Geregu Power Plc posted a PBT of N3.569bn for the
year ended 31 December 2015 (31 December 2014:
N4.159bn) resulting into earnings per share of N356.94
for the year ended 31 December 2015(31 December
2014: N415.94).
Geregu revenue for the year 2015 was N10.268bn
representing 13% increase over the corresponding
year`s revenue of N9.062bn achieved in the year 2014.
The Gas cost remains USD1.75/SCFT payable at CBN
rate to the Nigerian Gas Company Limited throughout
the year 2015 with total gas consumption of
11,778,746mmscft.
The total energy generated for the year 2015 was
1,105,365Mwh while 1,091,563MWh was supplied to the
national grid. These figures represent 1.25% energy
consumed within the power plant in the year 2015.
The energy charge and capacity charge were
maintained throughout 2015 at N5,555/MWh and
N4,303/MWh respectively since May 1, 2014.
The sum of NGN9.34 was outstanding from the Market
2015 2014
N'000 N'000
Prot before taxation 3,569,528 4,159,471
Taxation NIL NIL
Prot after taxation 3,569,528 4,159,471
Transfer to contingency reserve
Retained earnings for the year 3,569,395 4,159,471
Retained earnings, beginning of year 49,590,188 45,430,717
Proposed dividend 2,500,000 NIL
Retained earnings, end of year 53,159,715 49,590,188
Earnings per share – basic/diluted (N) 356.94 415.92
CONCLUSION
With the Electricity market moving towards Transitional Electricity Market (TEM) effectiveness, we believe that with the
completion of the Major Overhaul of the plant in June 2016, would position us to maximise our potential and increase the
Power Plant's installed capacity to 435MW.
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 510
15. SUBSIDIARIES (Cont’d)
Forte Upstream Services Limited (FUS)
As part of our continued business strategy for sustained
growth and profitability going forward in 2016, the
Company is poised to undertake additional new
contracts in its proportion of the provision of production
chemicals with this IOC's.
In conclusion, FUS is positioned and structured to
partner with majority of the service companies. We are
hopeful that this arrangement will further reposition FUS
to be one of the leading upstream services company
in Nigeria.
It is expected that Executive Management Support in
various business decisions will propel the Company in
achieving its objective in 2016 as leading Integrated
Oilfield Solutions provider in Nigeria.
The Company's audited IFRS financial results as at
December 31, 2015 reported a turnover of NGN
INTRODUCTION
Forte Upstream Services Limited formerly known as
African Petroleum Oilfield Services Limited (APOS) is
a fully owned subsidiary of Forte Oil Plc. The
Company is engaged in the sale of Production
Chemical, Drilling Fluids, Laboratory Support and
other engineering services to both local emerging
& major international oil exploration and
production companies in Nigeria.
FUS 2015 BUSINESS OUTLOOK AND PERFORMANCE
REVIEW
The company in 2015 continued its supply of
production chemicals, drilling & completion fluids,
Bulk Storage and Laboratory Services to local and
international oil exploration and production
companies. During the year under review, the
Company operated in a highly challenged industry
due to the global fall in crude oil prices affecting
the cost of exploration and production. However,
the Company was able to achieve a profit before
tax of NGN 568,058,428.81 as against NGN
363,743,000 in the year 2014 (an increase of 56%).
This increase was due to optimization of existing
contract with additional high scope and securing a
new contract with an IOC in the last quarter of 2015.
The non-implementation of our Addax drilling
contract in 2015 which has been re-scheduled for
last quarter 2016 impacted negatively in overall
budget performance.
KPIS 2015 2014
N’000 N’000
Turnover 3,846,758 2,667,572
Cost of sales (2,903,952) (1,964,141)
Gross prot 942,806 703,431
Prot before income Tax 568,058 368,743
Taxation (193,655) (137,399)
Prot/(loss) for the year 374,092 231,344
Total Equity 1,489,340 1,117,202
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 11
16. SUBSIDIARIES (Cont’d)
AP Oil and Gas Ghana Ltd
AP Oil and Gas Ghana Limited a wholly owned
subsidiary of Forte Oil Plc was incorporated in 2008
to market and distribute petroleum products and
lubricants.
In 2015, the downstream business in Ghana
witnessed a major shift in government policy to full
scale price liberalization of petroleum products
albeit with stiff monitoring of the regulatory body
National Petroleum Authority, NPA.
The general business environment in 2014
continued with the Cedi depreciation, hike in
government taxes, and increased credit
transactions due to buyer market scenario with
accompanying TAR challenges, price war and
difficulties in securing finance from the Banks etc.
However, despite all these challenges, the
company remained focused on its retail network
expansion drive through efficient employment of
its limited resources which has resulted to
increased number of stations from 8 to 13 (11 white
product and 2 LPG stations). The restructuring
exercise aimed at repositioning the company for
desired growth in revenue and profitability is still
very much on course. Also disciplined effort has
been made to drastically reduce cost and
entrench transparency in the day to day running
of the business. The business has been positioned
to vertically align the company with BDCs for
business partnership that will boost the company's
competitive advantage in the industry.
PERFORMANCE REVIEW
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 512
17. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 13
18. INTERNAL CONTROL
&
RISK MANAGEMENT
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 514
19. INTERNAL CONTROL SYSTEM
he Board is responsible for maintaining a
Tsound system of internal controls to
safeguard shareholders’ investment and
the assets of the Company. The system of
internal controls is to provide reasonable
assurance against material misstatement,
prevent and detect fraud and other
irregularities.
There is an effective internal control function
within the Company which gives reasonable
a s s u r a n c e a g a i n s t a n y m a t e r i a l
misstatement or loss. The Board and
Management will continue to review the
effectiveness and the adequacy of the
company's internal control systems and
update such as may be necessary.
The Directors are responsible for the overall
management of risk as well as expressing
their opinion on the effectiveness of the
process. The risk management framework is
integrated into the day-to-day operations of
the business and provides guidelines and
standards for administering the acceptance
and on-going management of key risks such
as financial, compliance/legal/regulatory,
reputational, strategic and operational risk.
The Directors are of the view that effective
internal audit function exists in the company
and that risk management controls and
compliance system are operating efficiently
and effectively in all respects.
The Enterprise Risk Management system was
evaluated by the Firm of KPMG during the
year under review. The report of the audit was
submitted to the Board Risk Committee and
the Board and their recommendations have
been implemented.
Risk Management
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 15
20. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 516
The Board of Forte Oil Plc is made up of executive, non-
executive directors and an independent director
based on integrity, professionalism and recognition.
The membership of the Board comprises of Directors
with a broad range of expertise, skills and experience
from different industries and businesses.
The Board of Directors is the apex governing body of
Forte Oil Plc. The Chairman is responsible for the
leadership and management of the Board and for
ensuring that the Board and its committees function
effectively. This is achieved by ensuring that Directors
review accurate, timely and clear information. The
Chairman is also responsible for approving and
reviewing the training and development needs of
each Director which he does with the assistance of the
Company Secretary.
The Chief Executive Officer who is also an Executive
Director bears overall responsibility for the
implementation of the strategy agreed by the Board,
the operational management of the Company and
the Subsidiaries. He is supported in this by the Executive
Committee, which he chairs.
The Non-executive and Independent Directors bring a
wide range and balance of skills and international
business experience to Forte Oil Plc. Through their
Board of Directors
contribution at Board meetings and at Board
committee meetings, they are expected to
challenge constructively and help develop proposals
on strategy and bring independent judgment on
issues of performance and risk. Generally, prior to
each meeting of the Board, the Chairman and the
Non-executive Directors meet without the Executive
Directors to discuss, among other things, the
performance of individual Executive Directors.
The Board as the focal point of the Company's
corporate governance system is ultimately
accountable and responsible for the performance
and affairs of the Company with a commitment to
uphold and discharge its legal, financial and
regulatory responsibilities at all times. The Board is also
responsible for the strong financial performance of
the Company and approves the design of the
Company's annual strategy and monitors the
implementation of the set objectives.
Furthermore, all Directors may seek independent
professional advice in connection with their role as a
Director. All Directors have access to the advice and
services of the Company Secretary. The Company
has provided both indemnities and directors' and
officers' insurance to the Directors in connection with
the performance of their responsibilities.
The Board Committees
During the period under review, the Board Committees
met on a quarterly basis to discuss matters pertaining to
its charter in addition to regular reports provided
through the Company Secretariat on any significant
issues to be considered by the Committee.
Outside of these Board Committees, there are other
management committees namely the Executive
M a n a g e m e n t C o m m i t t e e , M a n a g e m e n t
Committee, Risk Committee, Credit Risk Committee,
Crystalized Assets Committee, Branding Committee,
Bid Committee and Inventory Management, Tenders
and Contracts Committee charged to ensure that the
activities of the Company are at all times done with
high standards of professionalism, accountability and
integrity.
COMPANY SECRETARIAT’S REPORT
For 2015 Annual Report
Forte Oil Plc is committed to sustaining good relations
and ongoing interactions with its shareholders and all
other stakeholders via a well-established
communications and complaints management policy.
The Company shall continue to ensure that its
shareholders relations and policies are appropriate to
meet the needs of its stakeholders.
The Company is focused on the equitable treatment of
shareholders, protection of their rights and complete
disclosure and transparency at all times by the Board
and Management of the Company.
In addition, the Company has in place, a well-
managed Investor Relations Unit to attend to all
enquiries on the Company's financial performance,
financial statements, corporate actions, current and
future strategy and all other corporate information.
All other related information on the Company's
business operations and allied matters can be
obtained by all stakeholders and the general public
from the Company's website www.forteoilplc.com or
email investorsenquiries@forteoilplc.com.
Future Relations and Communication with Stakeholders
21. During the period under review, there were changes to
the Board structure with the resignation of two Non-
executive Directors namely Ven. Layi Bolodeoku and
Mrs. Korede Omoloja and the appointment of Mr. Anil
Dua as a Non- Executive Director of the Company. The
Board composition is made up of seven (7) members
which include the Chairman, three (3) Non-Executive
Directors, one (1) Independent Director and two (2)
Executive Directors.
The appointment of a new Director in the Company
occurs once a declaration of vacancy is noted by the
Board. The Board Governance and Remuneration
Committee is responsible for the nomination of
qualified candidates who possess the knowledge, skills,
experience, qualifications and competence to be on
the Board. The appointment of the Director is based on
a through scrutiny of the nominated candidates,
discreet validation of character and interaction with
the individual. Upon satisfaction with the right
candidate, he/she is recommended to the Board for
appointment and presented to shareholders for
ratification at the next Annual General meeting of the
Company following such appointment.
All newly appointed Directors undergo an induction
process. This entails an understanding of the history of
the Company, the norms and culture of the Company
as well as an introduction to the management of the
Company. In addition, corporate documents and a
copy of the relevant regulations guiding the business
are presented to the new Director.
Annually, the Board of Directors attend bespoke
Board Trainings/sessions, with the aim of ensuring that
they update their skills, knowledge of industry
practice, relevant regulations, operating
environment and on international best governance
practices, industry and global trends. Throughout the
year, regular updates on developments in legal
matters, governance and accounting are provided
to Directors.
Board Appointment, Induction and Training Processes
The governance structure of the Company is designed
to ensure that the board performs its functions as
provided for in the charters and in accordance with all
legislative and regulatory developments and trends in
governance. The performance of the Board
Committees, the Chairman and the individual Directors
are reviewed annually by an independent consultancy
firm.
The Directors and the Committees are evaluated on
their ability to fulfil its general supervisory roles,
participation at meetings and general performance.
The Board evaluation report for the period ended
December 31, 2015 recorded a satisfactory
performance for the Committees and each individual
Director.
Board Evaluation Process
Director Amount (N)
Mr. Femi Otedola (CON) Chairman 800,000.00
Dr. Mrs. Grace Ekpenyong 600,000.00
Mrs. Korede Omoloja* 600,000.00
Mr. Philip Akinola 600,000.00
Mr. Christopher Adeyemi 600,000.00
Ven. Layi Bolodeoku** 600,000.00
Mr. Anil Dua*** NIL
Mr. Akin Akinfemiwa NIL
Mr. Julius Owotuga NIL
*Resigned with effect from October 30, 2015
**Resigned with effect from December 09, 2015
***Appointed with effect from October 30, 2015
Directors Remuneration
The appointment and remuneration of Directors is governed by the Company's Policy on Directors. During the
period under review, the Non- Executive Directors and Chairman received an annual Directors fee as stated
below.
2015 BOARD AND BOARD COMMITTEES
MEETING ATTENDANCE
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 17
22. Statement of Compliance with the Corporate Governance Code
Forte Oil Plc affirms its commitment and desire to
continue to adhere to the principles of excellent
corporate governance practices. The Company
strives to carry out its business operations on the
principles of integrity and professionalism through
transparent conduct at all times.
The Company during the period under review in
relation to its code of conduct developed a
Complaints management policy to guide its Directors,
Executive Management and Officers on the fair,
impartial and objective manner to effectively resolve
all stakeholder issues and enquiries. As a public quoted
company, the Company was fully compliant in its
corporate governance practices and operations
regarding the listing rules of the Nigerian Stock
Exchange, the directions of the Securities and
Exchange Commission (SEC) and international best
practices.
2015 BOARD AND BOARD COMMITTEES
MEETING ATTENDANCE
In line with the Securities and Exchange Commission's Code on Corporate Governance, the Board is expected to
hold a minimum of four (4) meetings annually; this requirement was achieved during the year under review.
The Director's attendances at the Board and Board Committee meetings are as follow:
1
2
3
4
5
6
7
S/N NAME
Mr. Femi Otedola (CON)
Mr. Akin Akinfemiwa
Mr. Julius B. Omodayo -
Owotuga, CFA
Ven. Layi Bolodeoku*
Rev. Dr. (Mrs)
Grace Ekpenyong
Deacon Philip Akinola
Mrs. Korede Omoloja**
POSITION
Chairman
Director
Director
Director
Director
Director
Director
8 Mr. Christopher Adeyemi Director
Symbol:
Present
Absent
The Directors of the Company and senior employees
who are in possession of price sensitive information are
prohibited from dealing in the shares of the Company
in accordance with the provisions of the Investments
and Securities Act of 2007 and the post listing rules of
the Nigerian Stock Exchange.
No Director or Principal Officer of the Company, or a
relative of the Director and/or the Principal Officer of
the Company who is aware of material non-public
information relating to the Company may directly or
through relatives or other person buy or sell shares of
the Company or engage in any other action to take
advantage of insider information during closed trade
periods. All Insiders are notified of closed periods via
written or electronic communication from the
Company Secretary.
Forte Oil Plc has a securities trading policy applicable
and circulated to Directors, insiders, external advisers
and all employees to guide on the dissemination of any
material information about our Company. The
securities trading policy is also available on the website
of the Company.
Insider Trading
2015 Board And Board Committees Meeting Attendance
*Resigned from the Board with effect from December 09, 2015
** Resigned from the Board with effect from October 30, 2015
***Appointed on the Board with effect from October 30, 2015
FEB. 18,
2015
APRIL 14,
2015
JULY 31,
2015
OCT. 30,
2015
DEC. 17,
2015
9 Mr. Anil Dua*** Director
N/A
N/A N/A
N/AN/AN/A
N/A Not Applicable
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 518
23. Corporate Governance and Remuneration Committee
The Committee comprises of four non-executive directors who oversee the nomination and board appointment
process and the board remuneration process. The Committee is responsible for the review of the company`s
organizational structure and ensures compliance with the Code of Corporate governance and advises the
Board of best governance practices. It also oversees the succession planning process of the board.
The Committee held four (4) meetings in year 2015.
Risk Management Committee
The Risk Management Committee assists the Board in fulfilling its oversight responsibilities in the identification,
assessment, management of risk and adherence to internal risk management policies and procedures. The
Committee is further responsible for development of effective Enterprise Risk Management framework and the
monitoring of the top 25 risks facing the Company.
The Committee held four (4) meetings in the year 2015.
S/N Name Position
February
16, 2015
July 28,
2015
October
29, 2015
December
16, 2015
1. Ven. Layi Bolodeoku* Chairman
2. Mr. Christopher Adeyemi Member
3. Deacon Philip Akinola Member
4. Rev. Dr. (Mrs)
Grace Ekpeyong Member
* Resigned from the Board with effect from December 09, 2015
N/A
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 19
24. S/N Name Position
1
2
3
4
5
Ven. Layi Bolodeoku*
Mr. Christopher Adeyemi
Mr. Julius B.
Omodayo-Owotuga, CFA
Mr. Akin Akinfemiwa
Chairman
Member
Member
Member
Member
Rev. Dr. (Mrs)
Grace Ekpenyong
Statutory Audit Committee
The Audit Committee is composed of six (6) members, three shareholders representatives and three non-
executive Directors. A member of the shareholders representative seats as the Chairman of the Committee.
The functions of the committee are set out in section 359(6) of the Company and Allied Matters Act. The
Committee reviews the company's control policies, management accounting and reporting systems, internal
control and overall standard of business conduct.
The Audit Committee held six (6) meetings in the year 2015.
1
2
3
4
5
S/N Name
Mr. Tokunbo Shofolawe
Bakare (Shareholder)
Mr. Emmanuel
Okoro (Shareholder)
Mr. Suleman Ahmed
(Shareholder)
Deacon Philip Akinola
(Non Executive Director)
Mrs. Korede Omoloja*
(Non Executive Director)
Position
Chairman
Member
Member
Member
Member
6
Mr. Christopher Adeyemi
(Independent Director)
Member
Feb. 18,
2015
July 28,
2015
Oct. 29,
2015
Dec. 16,
2015
* Resigned from the Board with effect from December 09, 2015
** Appointed on the Board with effect from October 30, 2015
Feb. 16,
2015
April 14,
2015
May 18,
2015
July 31,
2015
Oct. 29,
2015
Dec. 16,
2015
Mr. Anil Dua**
(Non Executive Director)7 Member
* Resigned from the Board with effect from October 30, 2015
N/A
N/A N/A N/A N/A N/A
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 520
25. The Board Finance & Strategy Committee
The Board Finance and Strategy Committee is composed of five (5) members constituted to assist the Board of
Directors in fulfilling its oversight responsibilities of the financial management of the Company. In addition, the
Committee is charged with the oversight of the Company's strategic and transactional planning activities,
financing and capital structure objectives, insurance program, tax structure and investment policies and
dividend policies.
1
2
3
4
S/N Name
Mr. Christopher Adeyemi
Mrs. Korede Omoloja*
Deacon Phillip Akinola
Position
Chairman
Member
Member
Member
5 Member
Mr. Julius B.
Omodayo-Owotuga, CFA
Mr. Akin Akinfemiwa
Feb. 17,
2015
July 29,
2015
Oct. 29,
2015
Dec. 16,
2015
* Resigned from the Board with effect from October 30, 2015
N/A
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 21
26. Profiles of Directors
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 522
27. Board of Directors
Mr. Femi Otedola, CON
Chairman
r. Femi Otedola joined the board of Forte Oil Plc (formerly
Mknown as African Petroleum Plc) as Chairman of the Board
of Directors in May 2007.
His vision transformed African Petroleum Plc into Forte Oil Plc. The
Company has grown in leaps and bounds to become a model of the
possibilities inherent in Nigeria, winning numerous accolades in
recognition of the successful business turnaround, prompt Financial
Reporting, strong Corporate Governance and investment of choice
within the Oil Industry and the Nigerian Stock Exchange.
In 2007, with a firm belief in the power reforms of the Federal
Government and overall vision “to be the foremost integrated
energy solutions provider in Nigeria” he made a very strategic
decision to participate in the Privatization Programme of the
Nigerian Government and his doggedness culminated in the
acquisition of a majority stake in the 414MW Geregu Power Plant by
a Subsidiary of Forte Oil Plc, Amperion Power Distribution Company
Limited in August 2013.
He has held several board memberships including President of the
Nigerian Chamber of Shipping and as past Chairman of Transcorp
Hilton Hotel, Abuja. He was appointed Member of the Governing
Council of the Nigerian Investment Promotion Council (NIPC)in
January 2004 and in December of the same year, he was appointed
a Member of the Committee saddled with the task of fostering
business relationship between the Nigerian and the South African
Private sectors.
He was a member of the National Economic Management Team
under the Chairmanship of Former President Goodluck Jonathan
from September, 2011 to May, 2015 and The Honorary International
Investors Council under the leadership of Baroness LydnaChalker.
Mr. Otedola was further recognized for his immense contributions to
the growth of the Nigerian economy with the conferment of the
prestigious National Honour of “Commander of the Order of the
Niger - CON” by Former President Goodluck Jonathan in May, 2010.
A philanthropist with deep involvement in educational causes at all
levels via the Sir Michael Otedola Scholarship Awards Foundation,
he has continued to demonstrate his passion for his Epe community
in particular and the Nigeria in general, committing huge financial
resources to the sponsorship of promising but financially
disadvantaged students.
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 23
28. Julius B. Omodayo-
Owotuga, CFA - Group
Chief Financial Officer
r. Julius B. Omodayo-Owotuga is the Group Chief Financial
MOfficer of Forte Oil Plc. He is a CFA Charter Holder, a KPMG
trained Chartered Accountant and an experienced
finance professional. Before he joined Forte Oil Group, he was at
Africa Finance Corporation (AFC) where he had responsibilities for
the Corporation’s Assets and Liabilities Management function and
also doubled as the Assistant Treasurer. AFC is a US$1bn private
sector led Development Finance and Investment Bank. Prior to this,
he was the Finance Manager in the same Corporation. In this role,
Mr. Omodayo-Owotuga set up the Financial Control function of the
institution. He was also responsible for Human Resources and
Administration at the Corporation's start up stage in 2007.
Mr. Omodayo-Owotuga joined the AFC from Standard Chartered
Bank Nigeria Limited where he was a Finance Manager. Before this,
he was at KPMG Professional Services where he led assurance
engagements within the Nigerian financial services industry. He also
consulted for a number of Institutions on IFRS and Risk Management
while at KPMG Professional Services. Prior to KPMG, Mr. Omodayo-
Owotuga worked in the Foreign Operations Group of MBC
International Bank (now First Bank of Nigeria Limited).
He holds a B.Sc in Accounting from the University of Lagos. He is also
a Chartered Management Accountant and Certified Treasury and
Financial Manager. He has attended senior management and
leadership programs at the Harvard Business School and other top
global business schools.
Board of Directors cont’d
Akin Akinfemiwa
Group Chief Executive Officer
r. Akin Akinfemiwa is the Group Chief Executive Officer of
MForte Oil Plc and responsible for the overall strategic
leadership, direction and guidance for the business and its
subsidiaries. He coordinates the formulation, review and
implementation of the organisation's strategy, goals and objectives.
He is the Chairman of the Board of Directors of Forte Upstream
Services Limited and serves as a director on Amperion Power
Distribution Limited, Geregu Power Plc and AP Ghana Limited. He
was recently elected as Chairman of the Association of Major Oil
Marketers of Nigeria (MOMAN).
He was a former Director, Head Trader and Business development of
Fineshade Energy Limited. He is a seasoned and experienced
International Petroleum Products Trader with focus on oil and oil
products futures, swaps and derivatives trading responsibilities. He
was influential in developing strategic trading and supply
relationships for Oando Plc in the West African Sub Region.
Mr. Akinfemiwa is an alumnus of the Said Business School. He
attended various leadership programs at The Wharton Business
School and Harvard Business School.
He also holds a B.sc Honours degree in Mechanical Engineering from
the University of Ibadan and a Master of Business Administration
(information Technology) from the University of Lincolnshire and
Humberside, United Kingdom.
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 524
29. Board of Directors cont’d
Grace C. Ekpenyong
Director
ev. (Dr.) Mrs. Grace Christopher Ekpenyong holds a first Degree
Rin Zoology from the University of Ibadan in 1979 and a Post
Graduate Diploma in Education from the University of Lagos.
She is vastly experienced in different fields such as manufacturing,
social welfare, education, farming and humanitarian activities -
having worked in various capacities within the sectors.
From 1980 to 1985, she was a Senior Lecturer/Vice Principal, Cross
River State Schools Board; Lecturer at Vivian Fowler Tutorial College
from 1986-1989. From 1989 to date, she has been the Deputy
Managing Director, Gestric Group of Companies, Managing
Director, Amazing Quality Limited and President, Widows Mite
Integrated Development Association. Currently, she also functions
as Executive Director, Eemjm Investment.
Mrs. Ekpenyong is a member of many associations such as the
Manufacturers Association of Nigeria, National Association of
Women Entrepreneurs (NAWE), Nigerian Institute of Management
(NIM) and holds a Doctor of humane letters degree from the Lagos
Graduate School and a Doctor of Philosophy/Divinity degree from
the Lagos State University.
She holds various awards such as Certificate of Honour, Federal
UNESCO Club of Nigeria (FUCN); Leadership Award, African
Education and Culture Organisation, Miami, Florida, USA, and
Honorary Degree of Doctor of Divinity from the Lagos Graduate
School.
Mrs. Ekpenyong has been on the Board of Forte Oil Plc since 1999.
r. Adeyemi attended Obafemi Awolowo University Ile Ife
Mwhere he obtained his LL.B (Hons) degree in 1989. He
became a Barrister and Solicitor of the Supreme Court of
Nigeria in 1991.
Mr. Adeyemi began his legal career as Head of Green Form Advice
and Assistance Team in The Legal Aid Board of England and Wales.
During his stint at the Legal Aid Board, he was responsible for setting
up the Green Form Advice and Assistance phone extensions team
and also the Immigration Project Team. After leaving the public
sector, Mr. Adeyemi, in partnership with others, set up Agape
Consulting, a Legal Practice and Management Consultancy which
assists in setting up and advising over 100 Law firms in the United
Kingdom.
Mr. Adeyemi is currently the Head of the Corporate and Media Law
Department of the International Law and Management Firm. He has
advised multinational companies on setting up businesses in the
African and European markets. He has most recently advised the
Nollywood Industry on trade agreements and intellectual property
rights
He is a member of the Nigerian Bar Association, member of the Black
Solicitors Network (UK) and a member of Immigration Law
Practitioners Association (UK).
Christopher Adeyemi
Director
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 25
30. Philip M. Akinola
Director
r. Akinola holds a B.Sc. (Honours) in Sociology and
MAnthropology (1987), M.Sc. Industrial Sociology (1989), and
has Ph.D (Sociology) in view at University of Lagos.
Mr. Akinola has garnered over 22 years' experience in Human
Resources Operations, Consulting and Management. His working
experiences included stints as Management Consultant, Agrovog
(1992 - 1994), Principal Consultant, Management Plus (1994 - 1997),
and Manager, Personnel /Admin., Golden Gate Ventures and Trusts
Limited.
Mr. Akinola also worked as Manager, Human Resources
Development at SCG Consulting from 1997 - 1999 and Human
Resources Manager, Parker Drilling Nig. Limited (1999 - 2001). He is
currently the Head, Human Capital and Administration of Zenon
Petroleum and Gas Limited.
Mr. Akinola is a member of the Nigeria Institute of Management
(MNIM, Nigerian Institute for Training and Development (MNITAD)
and an Associate of the Chartered Institute of Personnel
Management (ACIPM)
Board of Directors cont’d
Anil Dua
Director
r. Anil Dua is a Non-Executive Director who was until recently
Mthe Chief Executive Officer of Standard Chartered Bank,
West Africa.
He has previously held Non-Executive positions on the Boards of
Seychelles International Mercantile Corporation and Standard
Chartered Bank in Nigeria, Ghana and Cameroon. He was
previously the Chairman of Standard Chartered Côte d'Ivoire and
continues to be on the Board of Afrexim Bank.
Mr. Dua holds a Master's degree in Economics from Delhi School of
Economics.
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 526
31.
32. DIRECTORS' REPORT
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 528
33. Directors' Report
For the year ended 31 December 2015
In accordance with the provisions of the Companies and Allied Matters Act of 2004, the Directors are pleased to
present their report on the affairs of Forte Oil Plc (“the Company”) and subsidiary companies (“the Group”),
together with the group audited financial statements and the auditor's report for the year ended 31 December
2015.
LEGAL FORM
The Company was incorporated in 1964 as British Petroleum (BP) Nigeria Limited with the marketing of BP
Petroleum Products as the main focus. The Company changed from a private to public company in 1978, when
40% of the shares were sold to Nigerian Citizens in compliance with the provisions of the Nigerian Enterprises
Promotion Decree of 1977. On July 31, 1979, the Federal Government of Nigeria (FGN) acquired 60% share capital
held originally by BP, for the Nigerian National Petroleum Corporation (NNPC). This step transformed the
company into an entirely Nigerian concern necessitating the subsequent change of name to African Petroleum
in 1979.
In March 1989, FGN sold 20% of its share holding to the Nigerian public, thus making AP the first public company
privatized under the Privatization and Commercialization Policy. The Federal Government, under its privatization
programme in 2000 divested its remaining 40% shareholding in AP thus making AP a privately owned Company,
with over 153,000 shareholders.
In 2010, the Company was acquired by a majority stakeholder, Zenon Petroleum Plc which saw the change of
name and corporate identity of the Company to Forte Oil Plc with the acquisition by Zenon Petroleum Limited,
the Company began a 3 year restructuring programme of the Company's operations and the incorporation of
sustainable growth strategies and policies to continuously improve on its operations and deliver prompt quality
and effective services to customers and all stakeholders.
PRINCIPAL ACTIVITY
The Company is a major marketer of refined petroleum products with a strong presence in the 36 States of Nigeria
and the Federal Capital Territory - Abuja. It procures and markets Premium Motor Spirit (PMS), Automotive Motor
Oil (Diesel), Dual Purpose Kero (DPK), Fuel Oils and JetA-1 fuel amongst others. Forte Oil Plc also manufactures and
distributes a wide range of lubricants foremost amongst them is the SYNTH 10000 and newly repackaged SUPER V
and VISCO 2000.
The company sources high quality chemical products, classed under industrial, organic and petro-chemicals,
which it markets to local industries. The chemical Products include: DOP, Polyol, Acetone, Calcium
Hydrochloride, Isopropyl Alcohol etc.
STRUCTURE
The Company has two wholly owned subsidiaries: Forte Upstream Services Limited and AP Oil & Gas, Ghana
(APOG). In addition, the Company owns 57% equity in Amperion Power Distribution Company which has a 51%
controlling stake in a 414 megawatt Geregu Power Plant in Ajaokuta, Kogi State.
OPERATING RESULTS:
The following is a summary of the Group's and Company's operating results:
Prot before taxation
Taxation
Prot after taxation
Total Comprehensive income
for the year
Retained earnings, beginning of the year
Retained earnings, end of the year
Earnings per share basic
7,012,442 5,831,755
(1,218,387) (1,037,177)
5,794,055
4,794,578
5,784,169 4,789,081
3,958,962 3,346,139
6,001,847 5,691,196
4.1 4.39
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 29
34. DIVIDEND
The Directors recommend a dividend payment of Three Naira, Forty Five Kobo (N3.45K) from the retained
earnings of the Company for the year ended December 31 2015 on the issued share capital of the
Company. The dividend payment shall also apply to the bonus shares issued to shareholders in March,
2016.
FIXED ASSETS
Information relating to changes in fixed assets during the year is given in Note 14 to the financial statements.
DIRECTORS
The names of the Directors as at the date of this report and those who held office during the year are as
follows:
MR. FEMI OTEDOLA, C.O.N. (Chairman) Appointed on May 25, 2007
VEN. LAYI BOLODEOKU Resigned on December 09, 2015
MRS. GRACE C. EKPENYONG Re-elected on July 26, 2013
MR. CHRISTOPHER ADEYEMI Re-elected on March 28, 2014
DEACON PHILIP M. AKINOLA Re-elected on April 15, 2014
MRS. OMOLOJA KOREDE Resigned October 30, 2015
MR. AKIN AKINFEMIWA Appointed December 28, 2011
MR. JULIUS OMODAYO-OWOTUGA,CFA Appointed December 28, 2011
MR. ANIL DUA* Appointed October 30, 2015
*Mr. Anil Dua was appointed to the Board on October 30, 2015 and his appointment will be put up for
ratification at this Annual General Meeting
In accordance with Article 89 of the Company's Articles of Association, Mrs. Grace Ekpenyong will retire by
rotation from the Board of Directors at this Annual General Meeting and being eligible have offered herself
for re-election at this meeting.
CHANGES ON THE BOARD
Since the conclusion of the last Annual General Meeting, there have been changes on the Board with the
resignation of Mrs. Korede Omoloja and Ven. Layi Bolodeoku. Both resigned from the Board on October 30
and December 09, 2015 respectively and the appointment of Mr. Anil Dua on October 30, 2015.
DIRECTORS INTERESTS
The Directors of the Company who held office during the year together with their direct and indirect
interest in the share capital of the Company were as follows:
Name Direct Holding Indirect Holding Direct Holding Indirect Holding
31/12/14 31/12/14 31/12/14 31/12/14
Mr. Femi Otedola
(Chairman) 128,706,299 708,434,400 154,006,575 706,047,784
Mr. Akin Akinfemiwa 20,000 NIL 20,000 NIL
Mr. Julius Owotuga Owotuga NIL NIL NIL NIL
Rev. (Mrs) Grace Ekpenyong 43,496 NIL 43,496 NIL
Ven. Layi Bolodeoku NIL NIL NIL NIL
Mr. Christopher Adeyemi 80,485 NIL 80,485 NIL
Deacon Phillip Akinola NIL NIL NIL NIL
Mrs. Korede Omojola 49,187 NIL 49,187 NIL
Mr. Anil Dua NIL NIL NIL NIL
CONTRACTS
None of the Directors has notified the company for the purpose of Section 277 of the Company and Allied
Matters Act of 2004 of any declarable interest in contracts which the Director is involved.
ACQUISITION OF SHARES
5.59million units of shares transferred to the company via a directive of SEC as settlement of dividend
payments due to the company on shares not paid for by a director listed under Notes 23(e).
Directors' Report (Cont’d)
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 530
35. SHARE OPTIONS SCHEME
The Directors did not partake in any share option schemes during the period under review
MAJOR SHAREHOLDING
According to the Register of Members, the shareholder under-mentioned held more than 5% of the issued share
capital of the Company as at 31 December 2015:
No. of Shares % Holding
ZENON PETROLEUM & GAS LIMITED 533,730,334 48.87
THAMES INVESTMENT INCORPORATED 158,396,833 14.50
FEMI OTEDOLA 154,006,575 14.10
SHARE CAPITAL HISTORY
Date From To
22/06/78
17/07/80
28/08/82
04/08/84
06/08/86
12/07/88
29/06/90
29/07/93
28/11/97
19/02/99
15/11/02
26/11/13
N N
Date From To
N N
Consideration
ANALYSIS OF SHAREHOLDING
The analysis of the distribution of the shares of the Company at the end of the 2015 financial year is as follows:
-
Bonus (1:2)
Bonus (1:1)
Bonus (1:3)
Bonus (1:5)
Bonus (2:3)
Rights Issue
Bonus (1:4)
Rights Issue
Rights Issue
-
Bonus (1:5)
Placement
Rights Issue
Public Offer
-
Underwriting of
2008/2009
Hybrid Offer
7,500,000
11,250,000
22,500,000
30,000,000
36,000,000
43,200,000
86,400,000
86,400,000
108,000,000
216,000,000
234,263,450.50
281,116,141
394,393,919
443,271,555
543,535,383
543,535,383
546,095,528
6,000,000
7,500,000
11,250,000
22,500,000
30,000,000
36,000,000
43,200,000
72,000,000
86,400,000
108,000,000
216,000,000
234,263,450.50
281,116,141
394,393,919
443,271,555
543,535,383
543,535,383
28/02/79
17/07/80
24/08/82
10/08/84
16/09/86
03/08/88
24/09/90
10/01/94
28/11/99
13/09/04
25/11/04
30/09/05
28/10/06
20/04/09
20/04/09
6/12/13
11/07/2014
7,500,000
11,250,000
22,500,000
30,000,000
36,000,000
43,200,000
72,000,000
86,400,000
108,000,000
144,000,000
5,000,000,000
2,000,000,000
6,000,000
7,500,000
11,250,000
22,500,000
30,000,000
36,000,000
43,200,000
72,000,000
86,400,000
108,000,000
144,000,000
5,000,000,000
Authorised Capital Issued and Fully Paid Capital
Directors' Report (Cont’d)
A Bonus share of One (1) ordinary share for every Five (5) fully paid ordinary shares of 50 kobo each held by
shareholders was issued at the end of March 2016 as approved by shareholders at the last Annual General
Meeting. A total of 218,438,212 bonus shares was issued to shareholders.
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 31
36. DONATIONS AND CHARITABLE GIFTS
The Company identifies with the aspirations of the community as well as the environment within which it
operates and made charitable donations to the under-listed organizations amounting to N4,488,091.00
during the year under review as follows:
DISCLOSURES
Ÿ Borrowing and Maturity Dates
The details of the borrowings and maturity
dates are stated in Note 28 to the financial
statements
Ÿ Risk Management and Compliance System
Forte Oil Plc has a structured enterprise- risk
management framework that puts in place
and undertakes a through risk assessment on
all aspects of the business. The Risk Assessment
is based on two criteria's, 'business Impact' and
'Likelihood of Occurrence' and for every
identified business risk, mitigating measures
are implemented by the Company.
The Directors are responsible for the total
process of the risk management as well as
expressing their opinion on the effectiveness of
the process. The risk management framework
of the Company is integrated into the day-to-
day operations of the Company and provides
guidelines and standards for administering the
acceptance and on-going management of
key risks such as operational, reputational,
financial, market and compliance risk.
The Directors are of the view that effective
internal audit function exists in the company
and that risk management control and
compliance system are operating efficiently
and effectively in all respects. The details on
Risk Management and Compliance are
stated in Note 6 of the financial statements.
Ÿ Related Party Transactions
The Company has contractual relationship
with related companies in the ordinary
course of business. The details of the
outstanding amounts arising from the related
party transactions are stated in Notes 31 to
the financial statements.
EMPLOYMENT OF DISABLED PERSONS
The Company operates a non-discriminatory
policy in the consideration of applications for
employment, including those received from
disabled persons. The Company's policy is that the
most qualified and experienced persons are
recruited for appropriate job levels irrespective of
the applicant's state of origin, ethnicity, religion or
physical condition. In the event of any employee
becoming disabled in the course of employment,
the Company is in a position to arrange
appropriate training to ensure the continuous
employment of such a person without subjecting
him/her to any disadvantage in his/her career
development. As at 31 December 2015, the
Company had no disabled persons in its
employment.
S/N ORGANIZATION/BODY AMOUNT
1.
2.
3.
4.
5.
TOTAL N4,488,091.00
Directors' Report (Cont’d)
Lagos State Motherless Babies Home Lekki N488,091.00
National Association of Energy Correspondents (NAEC) Conference N250,000.00
Support for Lagos Preparatory School N250,000.00
Ijora Oloye Youth Association Quiz competition N1000,000.00
WIMBIZ Annual lecture N1,000,000.00
International Association for the Scientic Study of Intellectual and
Developmental Disabilities
N500,000.00
Financial Reporting Council N1,000,000.00
6.
7.
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 532
37. Directors' Report (Cont’d)
HEALTH, SAFETY AND WELFARE OF EMPLOYEES
It is the policy of Forte Oil Plc to carry out its activities
in a manner that guarantees the health and safety
of its workers and other stakeholders, the protection
of the company's facilities and the environment
and compliance with all regulatory and industry
requirements.
We consider health, safety and environmental
issues as important as our core businesses and
assume the responsibility of providing healthy, safe
and secure work environment for our workers as
required by law. Our objective is to minimize the
number of cases of occupational accidents,
illnesses, damage to property and environmental
degradation.
Our vision is to achieve leadership role in
sustainable HSE practices through the
establishment and implementation of effective
business management principles that are
consistent with local and international regulations
and standards.
EMPLOYEE INVOLVEMENT AND TRAINING
The Company encourages participation of
employees in arriving at decisions in respect of
matters affecting their well being. Towards this end,
the Company provides opportunities for
employees to deliberate on issues affecting the
Company and employees' interests, with a view to
making inputs to decisions thereon. The Company
places a high premium on the development of its
manpower. Consequently, the Company
sponsored its employees for various training
courses both in Nigeria and abroad in the year
under review.
POST BALANCE SHEET EVENTS
There was no material event subsequent to year
end that could impact on the financial
statements.
AUDITORS
Messrs PKF Professional Services have indicated
their willingness to continue in office in
accordance with Section 357(2) of the
Companies and Allied Act of Nigeria.
BY ORDER OF THE BOARD
AKINLEYE OLAGBENDE
COMPANY SECRETARY
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 33
38. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 534
2015 Stakeholders Events
36th Annual General Meeting Photo-story
39. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 35
40. Unclaimed Dividend Warrants
-00
50,000
100,000
150,000
200,000
250,000
300,000
Amount Unclaimed(N)
Unclaimed Dividend Warrants
2006 2007 2008 2013 2014
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 536
Performance Indicators
Ten-Year Turnover,
Profit /(Loss) Before Tax,
Taxation and Profit /(Loss)
After Tax History
20000000
15000000
10000000
50000000
0
-5000000
2015 2014 2013 2012 2011 2010 2009
The Company
2008 2007 2006
Turnover Prot/(Loss) Before Tax Taxation Prot/(Loss) After Tax
Ten-Year Dividend History
(25,000,000)
(20,000,000)
(15,000,000)
(10,000,000)
(5,000,000)
-00
5,000,000
10,000,000
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Dividend Declared
Profit A er Taxa on (N'000) Dividend Declared (Gross) (N'000) Dividend Per Share (Kobo)
41. In accordance with the provisions of Section 359(6) of the
Companies and Allied Matters Act of 2004, we confirm that
the accounting and reporting policies of the Company are in
accordance with Legal requirements and agreed ethical
practices.
In our opinion, the scope and planning of the audit for the
year ended 31st December, 2015 were adequate and we
have reviewed the external auditor's findings on
management matters and are satisfied with the
departmental response thereto.
Dated this 28th Day of February 2016.
Report of the Audit Committee
to the members of Forte Oil Plc
S/N NAME POSITION
1. TOKUNBO SHOFOLAWE BAKARE CHAIRMAN
2. EMMANUEL OKORO MEMBER
3. SULEMAN AHMED MEMBER
4. PHILIP AKINOLA MEMBER
5 CHRISTOPHER ADEYEMI MEMBER
6. ANIL DUA* MEMBER
MEMBERS OF THE AUDIT COMMITTEE
7. MEMBER
* Appointed to the Board with effect from October 30, 2015
**Resigned from the Board with effect from October 30, 2015
KOREDE OMOLOJA**
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 37
42. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 538
43. SYNTH 10000 is an advanced full synthetic
engine oil designed for the latest
generation high-performance vehicles.
It offers advanced wear protection,
optimum cleaning power and enhances
the overall performance of your engine
with a unique advantage of extended oil
change interval.
It meets Mercedes-Benz, Volkswagen,
General Motors, BMW, Porsche and
Renault engine oils specifications.
Packaging: 4L & 1L
SYNTH 10000
SAE 5W/40, API: SN/CF, ACEA A3/A4
Visco 2000 is a premium quality
multigrade engine oil, formulated from
highly refined base oils stock combined
with high technology additive to meet
a n d e x c e e d t h e p e r f o r m a n c e
requirement of API (America Petroleum
Institute) SL/CF oil. Its anti-corrosion, anti-
rust and anti-foam properties help to
ensure optimum engine protection.
Visco 2000 has excellent start-up
performance, prevents sludge build-up
a n d o f f e r s o p t i m u m p o w e r &
performance under most severe driving
conditions. It also provides improved fuel
consumption even in older engines.
Packaging: 4L & 1L
VISCO 2000
SAE 20W/50, API: SL/CF
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 39
44. Super V is a high performance multigrade
engine oils for gasoline and diesel
engines. It ensures good cold starting of
engine and excellent lubrication by
providing maximum engine protection at
high temperature. Its excellent detergent
and dispersant properties ensures
optimum engine cleanliness.
Packaging: 4L & 1L
DMO is a high quality monograde engine
oil designed for mixed fleet applications.
Suitable for all turbocharged or normally
aspirated Diesel engines in trucks and
locomotives. It has high detergency levels
with good anti-wear and anticorrosion
properties.
Packaging: 200L, 25L & 4L
SUPER V
SAE 20W/50, API: SG/CD
DIESEL
MOTOR OIL
SAE 40, API: CF/SF
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 540
45. VANELLUS C3 15W/40 is produced from
top quality highly refined base oils used in
combination with high technology
additives. It is available in the following API
(American Petroleum Institute) service
category: CF-4, CH-4, and CI-4 and
suitable for both trucks and diesel power
generating sets (7.5KVA to 2,000KVA)
Vanellus C3 15W/40 has an outstanding
oxidation control and thermal stability
that reduces sludge deposits to keep
engines clean. It has a high TBN for acid
neutralization with excellent anti-wear
and anti-corrosion properties.
Packaging: 200L & 25L
Gear Oil 90EP and 140EP are versatile
extreme pressure automotive gear oils
with EP additives designed for use in
manual transmission gear boxes. They
offer excellent rust, wear and corrosion
protection with superior compatibility with
all seals.
Packaging: 200L & 4L
VANELLUS
C3 15W/40
SAE 15W/40
GEAR OIL
90EP & 140EP
API: GL-4
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 41
46. Project
Overhauling of 414 Megawatt Geregu Power Plant
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 542
47. Customer Service
Customer Service Week
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 43
48. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 544
Truck Driver’s Forum
2015 Stakeholders Events
49. 2015 Stakeholders Events
Transporters’ Forum
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 45
50. 2015 Stakeholders Events
Vendors’ Forum
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 546
51. Stakeholders Events
Drivers’ Safety Awareness Campaign
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 47
52. 2015 Stakeholders Events
Facts behind the figures
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 548
53. 2015 Stakeholders Events
FO Advantage card launch
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 49
54. 2015 Stakeholders Events
Mechanic Village Storm
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 550
55. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 51
Employee Events
Staff Retreats
Sports Day
56. Employee Events
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 552
Staff Retreats
57. Employee Events
Old School Party
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 53
58.
59. CONSOLIDATED
FINANCIAL
STATEMENTS
3 1 D E C E M B E R 2 0 1 5
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 55
Contents Page
Report of the independent auditors 56
Consolidated statement of nancial position 57
Consolidated statement of comprehensive income 58
Consolidated statement of cash ows 59
Consolidated statement of changes in equity 60
Notes to the consolidated nancial statement 64
Other National Disclosures
Consolidated statement of value added 111
Financial summary 112
60. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 556
Report of the Independent Auditors
to the members of Forte Oil Plc
We have audited the accompanying consolidated
financial statements of Forte Oil Plc (“the Company”)
and its subsidiaries (together, “the Group”), which
comprise the consolidated financial position at 31
December 2015 and the consolidated statement of
comprehensive income, consolidated statement of
cash flows and statement of changes in equity for the
year then ended and a summary of significant
accounting policies and other explanatory
information.
Directors' Responsibility for the Consolidated
Financial Statements
The Directors are responsible for the preparation and
fair presentation of these consolidated financial
statements in accordance with the Companies and
Allied Matters Act, Cap C20, LFN 2004 and with the
requirements of the International Financial Reporting
Standards in compliance with the Financial Reporting
Council of Nigeria Act, No 6, 2011, and for such
internal controls as the Directors determine are
necessary to enable the preparation of consolidated
financial statements that are free from material
misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audit in accordance with
International Standards on Auditing. Those standards
require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures in
the consolidated financial statements. The
procedures selected depend on the auditor's
judgement, including the assessment of the risks of
material misstatement of the consolidated financial
statements, whether due to fraud or error. In making
those risk assessments, the auditor consider internal
control relevant to the entity's preparation and fair
presentation of the consolidated financial statements
in order to design audit procedures that are
appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness
of the entity's internal control. An audit also includes
evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates
made by Directors, as well as evaluating the overall
presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial
position of Forte Oil Plc and its subsidiaries at 31
December 2015, and of their financial performance
and cash flows for the year then ended; in accordance
with the Companies and Allied Matters Act, CAP C20,
LFN 2004 and in the manner required by the
International Financial Reporting Standards in
compliance with the Financial Reporting Council of
NigeriaAct, No 6, 2011.
The company and its subsidiaries have kept proper
books of account, which are in agreement with the
consolidated financial position and statement of
comprehensive income as it appears from our
examination of their records.
TajudeenA.Akande, FCA, FRC/2013/ICAN/01780
For: PKF Professional Services
CharteredAccountants
Lagos, Nigeria
Dated: 28 January 2016
Accountants &
business advisers
Tel: +234(01) 8042074 | 7734940 | 7748366
Web: www.pkf-ng.com
Email: lagos@pkf-ng.com | info@pkf-ng.com
PKF House | 205A Ikorodu Road, Obanikoro | Lagos | G.P.O. Box 2047 | Marina | Lagos, Nigeria
Partners: Isa Yusufu, Geoffrey C. Orah, Omede P.S. Adaji, Tajudeen A. Akande, Samuel I. Ochimena, Najeeb A. Abdus-salaam, Olatunji O. Ogundeyin, Benson O. Adejayan
Ofces in: Abuja, Bauchi, Jos, Kaduna, Kano
PKF Professional Services is a member of PKF International Limited, a network of legally Independent Firms. PKF International
does not accept any responsibility or liability for the actions or inactions on the part of any other individual member Firm or Firms
61. The accompanying notes and signicant accounting policies form an integral part of these consolidated nancial statements.
The consolidated nancial statements were approved by the Board of Directors on 28 January 2016 and signed on its behalf by:
Chairman FRC/2013/IODN/00000001994
FRC/2013/IODN/00000002426 Directors
FRC/2013/ICAN/00000001995
Consolidated Statement Of Financial Position
At 31 December 2015
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 57
62. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 558
Consolidated Statement of Profit or Loss
And Other Comprehensive Income
For The Year Ended 31 December 2015
63. Consolidated Statement Of Cash Flows
For The Year Ended 31 December 2015
(16,601,830)
13,856,914
12,739,846
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 59
67. Notes to the
Consolidated
Financial Statements
for the year ended 31 December 2015
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 63
68. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 564
1. The Group
1.1 Reporting Entity
Forte Oil Plc (the Company) was incorporated on 11 December 1964 as British Petroleum. It becameAfrican Petroleum
through the indigenalisation policy of the Federal Government of Nigeria in 1979. The Company changed its name to
Forte Oil Plc in December 2010 upon restructuring and rebranding. The major shareholders are Zenon Petroleum and
Gas Company Limited and Thames Investment Incorporated. The Company and its subsidiaries, Forte Upstream
Services Limited, AP Oil and Gas Ghana Limited and Amperion Power Distribution Limited and its subsidiary, Geregu
Power Plc are collectively the Group.
1.2 Principal activities
The Company and its subsidiaries are primarily engaged in the marketing of petroleum products which is divided into
fuels, production chemicals, lubricants, greases and power generation.
2. Basis of preparation
2.1 Statement of compliance
These consolidated financial statements have been prepared in accordance with International Financial Reporting
Standard (IFRSs) as issued by the International Accounting Standard Board (IASB) and in compliance with the
Financial Reporting Council of NigeriaAct, No 6, 2011. These are the Group's financial statement for the year ended 31
December 2015, prepared in accordance with IFRS 3- Business Combination has been applied.
2.2 Functional/presentation currency
These consolidated financial statements are presented in Naira, which is the Group's functional currency (except forAP
Oil Ghana Ltd which operates in the Ghanian Cedis). Except as indicated in these consolidated financial statements,
financial information presented in Naira has been rounded to the nearest thousand.
2.3 New standards and interpretations not yet adopted
Standards and interpretations issued but not yet effective.
At the date authorisation of these consolidated financial statements, the following IFRSs and amendments to IFRS that
are relevant to the group and the company were issued but not effective.
2.3.1 IFRS 9 , 'Financial instruments'
A finalized version of IFRS 9 has been issued which replaces IAS 39 Financial Instruments: Recognition and
Measurement. The completed standard comprises guidance on Classification and Measurement, Impairment, Hedge
Accounting and Derecognition:
A) IFRS 9 introduces a new approach to the classification of financial assets, which is driven by the business model in
which the asset is held and their cash flow characteristics. A new business model was introduced which does allow
certain financial assets to be categorised as "fair value through other comprehensive income" in certain circumstances.
The requirements for financial liabilities are mostly carried forward unchanged from IAS 39.
B) The new model introduces a single impairment model being applied to all financial instruments, as well as an "expected
credit loss" model for the measurement of financial assets.
c). IFRS 9 contains a new model for hedge accounting that aligns the accounting treatment with the risk management
activities of an entity, in addition enhanced disclosures will provide better information about risk management and the
effect of hedge accounting on the financial statements.
IFRS 9 carries forward the derecognition requirements of financial assets and liabilities from IAS 39.
The group is yet to assess IFRS 9's full impact and intends to adopt IFRS 9 not later than the accounting period
beginning on or after I January 2018.
2.3.2 IFRS 15, 'Revenue from Contracts with Customers'
IFRS 15 was issued which establishes a single comprehensive model for entities to use in accounting for revenue
arising from contracts with customers. IFRS 15 supersede the current revenue recognition guidance including IAS 18
Revenue, IAS 11 Construction Contracts and the related Interpretations when it become effective.
The core principle of IFRS 15 is that an entity should recognise revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange
for those goods or services. Specifically, the Standards introduces a 5-step approach to revenue recognition:
Notes to the Consolidated Financial Statements
for the year ended 31 December 2015
69. Notes to the Consolidated Financial Statements
for the year ended 31 December 2015
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4:Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.
Under IFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when “control” of
the goods or services underlying the particular performance obligation is transferred to the customer. Far more
prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. Furthermore, the new standard will
also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously
addressed comprehensively and improve guidance for multiple-element arrangements. IFRS 15 is effective for annual
reporting periods beginning on or after 1 January 2017. The group is yet to assess IFRS 15's full impact and intends to
adopt IFRS 15 not later than the accounting period beginning on or after 1 January 2017.
2.3.3 1FRS 16, 'Leases'
IFRS 16 was issued which introduces a number of significant changes to the lease accounting model under IFRSs,
including a requirement for lessees to recognize nearly all leases on their balance sheets. IFRS 16 will supersede the
current leases guidance including IAS 17 Leases, IFRIC 4 Determining whether anArrangement contains a lease, SIC
15- Operating leases incentives, SIC 27-Evaluating the substance ofTransactions involving the legal form of lease.
IFRS 16 is effective for annual reporting periods beginning on or after January 1, 2019. However, an entity cannot
adopt this standard earlier than it adopts IFRS 15, Revenue from Contracts with Customers. This standard was issued
on 13 January, 2016. The group is yet to assess IFRS 16's full impact and intends to adopt IFRS 16 not later than the
accounting period beginning on or after 1 January 2019.
2.3.4 IAS 1, 'Presentation of Financial Statements'
Effective dateAnnual periods beginning on or after 1 January 2016.
Disclosure Initiative the amendments have been made to the following:
* Materiality and aggregation - An entity shall not obscure useful information by aggregating or desegregating
information and materiality considerations apply to the primary statements, notes and any specific disclosure
requirements in IFRSs.
* Statement of financial position and statement of profit or loss and other comprehensive income - The list of line items
to be presented in these statements can be aggregated or disaggregated as relevant. Guidance on subtotals in these
statements has also been included.
* Presentation of items of other comprehensive income (“OCI”) arising from equity-accounted investments -An entity's
share of OCI of equity-accounted associates and joint ventures should be presented in aggregate as single items
based on whether or not it will subsequently be reclassified to profit or loss.
* Notes - Entities have flexibility when designing the structure of the notes and guidance is introduced on how to
determine a systematic order of the notes. In addition, unhelpful guidance and examples with regard to the
identification of significant accounting policies are removed.
2.3.5 IAS 16, 'Property, Plant and Equipment' and IAS 38, 'IntangibleAssets'
Effective dateAnnual periods beginning on or after 1 January 2016
A) Amendment to both IAS 16 and IAS 38 establishing the principle for the basis of depreciation and amortisation as being
the expected pattern of consumption of the future economic benefits of an asset. Clarifying that revenue is generally
presumed to be an inappropriate basis for measuring the consumption of economic benefits in such assets.
B) Amendment to IAS 16 and IAS 41 which defines bearer plants and includes bearer plants in the scope of IAS 16
Property, plant and Equipment, rather than IAS 41 allowing such assets to be accounted for after initial recognition i n
accordance with IAS 16.
2.3.6 IFRS 10, 'Consolidated Financial Statements'
Effective dateAnnual periods beginning on or after 1 January 2016
Narrow-scope amendments to IFRS 10, IFRS 12 andIAS 28 introduce clarifications to the requirements when
accounting for investment entities. The amendments also provide relief in particular circumstances, which will reduce
the costs of applying the Standards.
2.3.7 IFRS 5, 'Non-current assets Held for Sale and Discontinued Operations'
Effective dateAnnual periods beginning on or after 1 January 2016
Amendments clarifying that a change in the manner of disposal of a non-current asset or disposal group held for sale is
considered to bea continuation of the original plan of disposal, and accordingly, the date of classification as held for
sale does not change.
F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 5 65
70. F I N A N C I A L R E P O R T F O R F O R T E O I L P L C F O R T H E Y E A R E N D E D D E C E M B E R 3 1 , 2 0 1 566
Notes to the Consolidated Financial Statements
for the year ended 31 December 2015
2.3.8 IFRS 7, 'Financial Instruments Disclosures'
Effective dateAnnual periods beginning on or after 1 January 2016
Amendment clarifying under what circumstances an entity will have continuing involvement in a transferred financial
asset as a result of servicing contracts.
2.3.9 IAS 19, 'Employees Benefit'
Effective dateAnnual periods beginning on or after 1 January 2016
Clarification given that when looking at a deep market in terms of the standard the deep market requirement applies to
the currency as a whole and not to a specific country.
2.3.10 IAS 27, 'Consolidated and Separate Financial Statements'
Effective dateAnnual periods beginning on or after 1 January 2016
The amendments include the introduction of an option for an entity to account for its investments in subsidiaries,
joint ventures, and associates using the equity method in its separate financial statements. The accounting approach
that is selected is required to be applied for each category of investment. Before the amendments, entities have either
accounted for their investments in subsidiaries, joint ventures or associates at cost or in accordance with IFRS 9
Financial Instruments (or IAS 39 Financial Instruments: Recognition and Measurement for those entities that have yet
to adopted IFRS 9). The option to present investments using the equity method result in the presentation of a share of
profit or loss, and other comprehensive income, of subsidiaries, joint ventures and associates with a corresponding
adjustment to the carrying amount of the equity accounted investment in the statement of financial position. Any
dividends received are deducted from the carrying amount of the equity accounted investment, and are not recorded as
income in profit or loss.
2.4 Basis of measurement
These consolidated financial statements are prepared on the historical cost basis except as modified by actuarial
valuation of staff gratuity and fair valuation of financial assets and liabilities where applicable. There are other asset and
liabilities measured at amortised cost.
2.5 Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with IFRSs requires management to make
judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses.Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised, if the revision affects only that period, or in the period of the
revision and future periods, if the revision affects both current and future periods.
In particular, the Group has identified the following areas where significant judgements, estimates and assumptions are
required. Changes in these assumptions may materially affect the financial position or financial results reported in
future periods. Further information on each of these areas and how they impact the various accounting policies are
described below and also in the relevant notes to the consolidated financial statements.
a) Recovery of deferred tax assets
Judgement is required to determine which types of arrangements are considered to be tax on income in contrast to an
operating cost. Judgement is also required in determining whether deferred tax assets are recognised in the
consolidated statement of financial position. Deferred tax assets, including those arising from un-utilised tax losses
require management assessment of the likelihood that the Group will generate sufficient taxable earnings in future
periods in order to utilise recognised deferred tax assets. Assumptions about the generation of future taxable profits
depend on management's estimates of future cash flows. These estimates of future taxable income are based on
forecast cash flows from operations (which are impacted by sales volume and production, global oil prices, operating
costs and capital expenditure) and judgement about the application of existing tax laws. To the extent that future cash
flows and taxable income differ significantly from estimates, the ability of the Group to realise the net deferred tax
assets recorded at the reporting date could be impacted.
Future changes in tax laws could also limit the ability of the Group to obtain tax deductions in future periods.
b) Decommissioning costs
The Group may incur decommissioning cost at the end of the operating life of some of the Group's facilities and
properties. The Group assesses its decommissioning provision at each reporting date. The ultimate decommissioning
costs are uncertain and cost estimates can vary for various factors including changes to relevant legal requirements,
emergence of new restoration techniques or experience on similar decommissioning exercise. The expected timing,
extent and amount of expenditure can also change, for example in response to changes in laws and regulations or their
interpretations. Therefore, significant estimates and assumptions are made in determining the provision for
decommissioning. As a result, there could be significant adjustments to the provisions established which could affect
future financial results.