TOTALENERGIES MARKETING NIGERIA PLC
AUDITED FINANCIAL STATEMENTS
DECEMBER 2023
TABLE OF CONTENTS
Directors, Officers and Professional Advisers4
Results at a Glance 6
Notice of Annual General Meeting7
Chairman's Statement 9
Board of Directors Profile 12
Statement of Corporate Responsibility 21
Corporate Governance Report 22
Statement of Directors Responsibilities 32
Management's annual assessment of, and report on TEMN Plc's ICFR 33
Report of the Statutory Audit Committee 34
Certification of management's assessment on ICFR 35
Independent Auditor's report 39
Independent practitioner's report 43
Statement of Financial Position 46
Statement of Profit or Loss and other Comprehensive Income 47
Statement of Changes in Equity 48
Statement of Cash Flows 49
Notes to the Financial Statements 50
Other National Disclosures 92
Statement of Value Added 93
Five Year Financial Summary 94
CORPORATE PROFILE
TotalEnergies Marketing Nigeria Plc was incorporated in 1956 and was listed on the Nigerian Exchange Limited in 1979. Our first petrol station was commissioned at Herbert Macaulay Street, Yaba, Lagos in 1956. Today we have over 540 service stations, 2 lubricants blending plants, 2 petroleum product depots, 1 bitumen depot, holdings in 5 aviation depots and have other facilities spread across the country. We are the only International Oil Company (IOC) actively present in the downstream sector. We are the market leader, reference point and pacesetter in the downstream sector of the Nigerian oil and gas industry.
TotalEnergies S.E. which holds 62% of TotalEnergies Marketing Nigeria Plc is a publicly-traded oil company that produces and markets fuels, natural gas and electricity. Active in more than 130 countries with over 100,000 employees, TotalEnergies SE wants to be part of the solution to climate change with a commitment to delivering reliable, affordable and clean energy to the population as many people as possible. TotalEnergies, the company of responsible energies, aims to be one of the major players in the energy transition to get to Net Zero by 2050, together with society.
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TOTALENERGIES MARKETING NIGERIA PLC
RC 1396
MISSION STATEMENT
We are in business to ensure total customer satisfaction is guaranteed by the creation of quality products and services delivered with a strong commitment to safety and respect for the environment.
This objective drives all our corporate actions and the mutual acknowledgement of same by our partners forms the basis for our business relationships.
To sustain this objective and our leadership of the market, our commitment is to build and sustain a work culture firmly rooted in professionalism, respect for employees, internal efficiency and dedicated services.
Dr. Samba Seye Managing Director
TOTALENERGIES MARKETING NIGERIA PLC
COMPANY REGISTRATION NO. 1396
DIRECTORS, OFFICERS AND PROFESSIONAL ADVISERS
DIRECTORS
Mr. Jean-Phillipe Torres Dr. Samba Seye
Mrs. Olubunmi Popoola-Mordi Mr. Emmanuel Morand-Fehr Ms. Tejiro Ibru
Engr. Ahmed Rufai Sirajo Prince (Dr.) Jeff Nnamani Mr. Noubi Ben Hamida Mr. Sebastien Bariller
COMPANY SECRETARY Mr. Mark N. Mannok
REGISTERED OFFICE TotalEnergies House
4 Churchgate Street, Victoria Island, Lagos.
Telephone No. 01 4617041-2
REGISTRAR
CardinalStone Registrars Limited 335-337 Herbert Macaulay Way, Yaba, Lagos.
Telephone No. 01 712 0090
AUDITOR
- - - - - - - - -
Pricewaterhousecoopers Chartered Accountants Landmark Towers,
5B Water Corporation Road, Victoria Island, Lagos. Nigeria
Telephone No. +234 12711700
BANKERS
Access Bank Plc Citibank Nigeria Limited Ecobank Nigeria Limited.
First Bank of Nigeria Ltd.
Guaranty Trust Bank Plc Stanbic IBTC Bank Plc
Standard Chartered Bank Nigeria Limited United Bank for Africa Plc
Wema Bank Plc
Zenith Bank Plc
Chairman Managing Director Executive Director Executive Director
Non Executive Director Non Executive Director Non Executive Director Non Executive Director Non Executive Director
(French)
(Senegalese)
(French)
(French) (French)
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31ST DECEMBER, 2023
CORPORATE DIRECTORY
HEAD-OFFICE
TOTALENERGIES HOUSE
4, Churchgate Street, Victoria Island, Lagos. P.M.B 2143, Lagos Tel: 01 4631681-4 01 4617041 -2
TOTAL CARD: 01- 4617044
SALES AREA OFFICES
ABUJA | KANO |
Total House | 181, Airport Road, |
Plot 247, Herbert Macaulay Way. | P.O.Box 21, Kano. |
Central Business District, Abuja | Tel: 01- 4619183 |
Tel: 01- 4618914 | |
BENIN | LAGOS SOUTH |
8/10, Akpakpava Street | 6, Bonny Road, Apapa, Lagos |
P.O.Box 20, Benin City. | Tel: 01- 4618913 |
Tel: 01- 4619189 | |
IBADAN | LAGOS NORTH |
Mokola Roundabout | 3, Steve Ajose Street |
P.O. Box 868, Ibadan | Former SCOA Yard, |
Tel: 01- 4619188 | Behind Elida Hotel, |
Kirikiri, Lagos | |
Tel: 01- 4619182 | |
PORT HARCOURT | AIR TOTALENERGIES |
NO. 59 Trans Amadi Industrial | IKEJA |
Layout | JUHI |
Port Harcourt. | ABUJA Tel: 08113624144 |
Tel: 01- 4619180 |
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TOTALENERGIES MARKETING NIGERIA PLC
RESULTS AT A GLANCE
FOR THE YEAR ENDED | 31 December | 31 December | |
2023 | 2022 | Change | |
₦'000 | ₦'000 | % | |
Revenue | 635,951,600 | 482,470,780 | 32 |
Profit before income taxation | 17,580,931 | 24,532,280 | (28) |
Profit for the year | 12,912,544 | 16,118,376 | (20) |
Total comprehensive income for the year | 12,920,891 | 16,112,008 | (20) |
Share capital | 169,761 | 169,761 | - |
Shareholders' funds | 56,077,742 | 50,286,810 | 12 |
Total dividend | 8,488,046 | 8,488,046 | |
Interim dividend - declared | - | 1,358,087 | |
Final dividend - proposed | 8,488,046 | 7,129,959 | |
Dividend declared | 7,129,959 | 6,179,297 | |
31 December | 31 December | ||
2023 | 2022 | Change | |
PER SHARE DATA: | % | ||
Based on 339,521,837 ordinary | |||
shares of 50 kobo each: | |||
Earnings per 50 kobo share (Naira) - basic | 38.03 | 47.47 | (20) |
Dividend per 50 kobo share (Naira) 1 | 25.00 | 25.00 | - |
Dividend cover (times) | 1.52 | 1.90 | (20) |
Stock exchange quotation (Naira) | 385.00 | 193.00 | 99 |
Number of staff | 424 | 429 | (1) |
No interim dividend was paid during the year (2022: ₦4.00). At the board of directors meeting of 22nd March, 2024, a final dividend of ₦25.00 was proposed for the year ended 31st December, 2023 (2022: ₦21.00)
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TOTALENERGIES MARKETING NIGERIA PLC
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 46th Annual General Meeting of TOTALENERGIES MARKETING NIGERIA PLC will hold at The Grand Banquet Hall, The Civic Centre, Ozumba Mbadiwe Street, Victoria Island, Lagos on Friday, the 21st day of June, 2024 at 10.30 a.m. to transact the following:
ORDINARY BUSINESS:
1. To lay before Members for approval, the Financial Statements for the year ended 31st December, 2023 and receive the Reports of the Directors, Auditors and Statutory Audit Committee thereon;
2. To declare a final dividend;
3. To re-elect Directors;
4. To appoint Directors;
5. To disclose the remuneration of Managers of the Company;
6. To authorize the Directors to fix the remuneration of the External Auditors; and
7. To elect members of the Statutory Audit Committee.
SPECIAL BUSINESS:
1 To fix the remuneration of the Directors; and
2. To renew general mandate for Related Party Transactions.
To consider and if thought fit, pass this resolution as Special Resolution
3. That the Article of Association of the Company be and is hereby altered by deleting the present Article 48 and substituting same with the following new Article:
Article 48" The Company shall in each calendar year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year and shall specify the meeting as such in the notice calling it and not more than fifteen months shall elapse between the date of the one Annual General Meeting of the Company and that of the next. The General Meeting of the Company may, at the discretion of the Board hold either physically or hybrid as the circumstances may require"
BY ORDER OF THE BOARD
Mark N. Mannok FRC/2024/PRO/NBA/002/552036 Company Secretary 22nd day of March, 2024
Registered Office TOTALENERGIES HOUSE 4 Churchgate Street, Victoria Island, Lagos, Nigeria.
NOTES: I. PROXY
A member of the Company entitled to attend and vote at the meeting who is unable to attend the meeting and wishes to be represented at the meeting is entitled to appoint a proxy to attend, speak and vote in his/her stead. A proxy need not be a member of the Company. A Proxy Form is enclosed herewith, and if it is to be valid for the purpose of the meeting, it must be completed and duly stamped by the Commissioner of Stamp Duties and deposited at the office of the Registrars, CardinalStone Registrars Limited, 335-337 Herbert Macaulay Way, Yaba, Lagos not less than 48 hours before the time of the meeting.
II. PAYMENT OF DIVIDEND
If the payment of a dividend is approved and declared by members at the Annual General Meeting, the dividend warrants will be posted or the accounts of shareholders whose names are registered in the Company's Register of Members as at close of business on Tuesday 23rd April, 2024 will be credited on Monday 24th June, 2024.
III. CLOSURE OF REGISTER AND TRANSFER BOOKS
Notice is hereby given that the Register of Members and Transfer Books of the Company will be closed from Wednesday the 24th day of April, 2024 to Friday the 26th day of April, 2024 both days inclusive for the purpose of preparing an up-to date Register of Members.
IV. BIOGRAPHICAL DETAILS OF DIRECTORS
The biographical details of the Directors standing for re-election and appointment are provided in the 2023 annual report and posted on the Company's websitewww.services.totalenergies.ng
V. NOMINATION OF MEMBERS OF THE STATUTORY AUDIT COMMITTEE
Pursuant to Section 404 (6) of the Companies and Allied Matters Act (CAMA) 2020 any member may nominate a shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting. Nominations should please be accompanied by a copy of the nominee's curriculum vitae.
VI. RIGHT OF SHAREHOLDERS TO ASK QUESTIONS
Shareholders 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 Secretary on or before the 7th day of June , 2024
VII. UNCLAIMED DIVIDEND WARRANTS AND SHARE CERTIFICATES
Several dividend warrants and share certificates remain unclaimed, and are yet to be presented for payment or returned to the Registrars for revalidation. We implore any shareholder affected by this to please write to the Company Secretary or Registrars or call at either office during working hours. We have also published a list in the newspapers and on our website.
VIII. e-DIVIDEND
In accordance with the Securities and Exchange directives, Shareholders are hereby advised to open bank accounts, stockbroking and CSCS accounts for the purpose of timely receipt of dividend payments. A detachable application form for e-dividend is attached to this Annual Report to enable all shareholders furnish particulars of their bank accounts/CSCS details to the Registrar or Company Secretary expeditiously.
IX. e-REPORT
To improve delivery of our Annual Reports, we have inserted a detachable form to this Annual Report and are requesting shareholders who wish to receive the Annual Report in an electronic format to complete and return the form to the Registrars or Company Secretary for further processing.
X. SEC RULE ON COMPLAINTS MANAGEMENT FRAMEWORK
Please note that in accordance with the Securities and Exchange Commission rule No. 10 (a) shareholders who have complaints should use the electronic complaints register on the website of the company atwww.services.totalenergies.ngto register their complaints. This will enable the company handle complaints from shareholders in a timely, effective, fair and consistent manner.
BY ORDER OF THE BOARD
Mark N. Mannok
FRC/2024/PRO/NBA/002/552036 Company Secretary 22nd day of March, 2024
The electronic version of the Annual Report and Accounts 2023 is available on the Company's website
CHAIRMAN'S STATEMENT
CHAIRMAN'S STATEMENT AT THE 46TH ANNUAL GENERAL MEETING OF TOTALENERGIES MARKETING NIGERIA PLC
INTRODUCTION
Good morning distinguished shareholders, members of the Board of Directors of TotalEnergies Marketing Nigeria Plc, esteemed customers, our able regulators, gentlemen of the press, invited guests, distinguished ladies and gentlemen. It is with great pleasure that I, on behalf of the Board of Directors of TotalEnergies Marketing Nigeria Plc (TEMNPLC), welcome you to the 46th Annual
General Meeting of your Company. During the course of this meeting, I shall present to you the Directors' Report and Financial
Statements for the year ended 31st December, 2023.
THE BOARD
Since our last Annual General Meeting, there have been some changes to the composition of the Board. Mrs. Lesley Baxter-Green and Mrs. Lucile Badaire resigned from the Board to take on other responsibilities within TotalEnergies, we thank them for their services. Messrs. Emmanuel Morand-Fehr and Sebastien Bariller were appointed as Directors of the Company on the 1st of September and 26th of October respectively. At this meeting we shall be asking you to ratify their appointments. Please join me in wishing Messrs. Morand-Fehr and Bariller a very successful tenure on the Board.
OUR ENVIRONMENT AND YOUR COMPANY'S PERFORMANCE 2023 was a year like no other. It was an extremely complicated and difficult year for your Company.
Security remained a significant challenge throughout the year, Kidnapping and banditry were sporadic and rampant across the country, with several kidnappings and recurrent explosions causing safety concerns in the Niger Delta region.
At the start of the year, Nigeria introduced new Naira notes as part of the Central Bank of Nigeria (CBN) Naira redesign policy for the ₦200, ₦500 and ₦1,000 notes, along with enforcing a cash withdrawal limit. This led to a cash availability crisis which was ended following a Supreme Court ruling on March 1, 2023, nullifying the policy.
Presidential, Gubernatorial, State and National Houses of assembly elections were held in the early part of 2023. Senator Bola Ahmed Tinubu presidential candidate of the All-Progressives Congress was declared President elect of Nigeria on the 1st of March. During his inauguration on the 29th of May the President announced an end to over 40 years of Premium Motor Spirit (PMS /Petrol) subsidy citing humongous subsidy costs, huge budget deficit and soaring government debt as some of the reasons for taking this bold step. Thereafter, PMS price moved from ₦195 to ₦545. Average PMS price for 2023 was around ₦650 representing over 220.5% increase. The labour unions called for several strike actions and an increase in minimum wage. The President announced several palliatives including ₦75billion for manufacturing, 225,000 MT for fertiliser seedlings, ₦50billion for 1million nano businesses, ₦100 billion for 2,000 gas powered buses, 200,000MT of grains for household etc.
On the 14th of June the CBN "floated" the Naira by announcing the removal of all restrictions on foreign exchange rates. This was accompanied by directives which unified the multiple foreign exchange tiers. While this aimed to bridge the gap between official and parallel markets. In the aftermath the Naira fell by around 40% in the official market by year-end. Inflation remained broadly elevated with sharp increases in the prices for food, goods and services. According to the National Bureau of Statistics, Nigeria's inflation rate rose from 21.82% in January to 28.92% by December whilst Gross Domestic Product grew by 2.74% in 2023 compared to 3.10 % in 2022.
Nigeria's oil production increased to approximately 1.6 million barrels per day, the country remains heavily dependent on imports.
However, the refineries in Kaduna and Port Harcourt are currently undergoing refurbishment and it has been reported that they will commence operations in 2024. On the 22nd of May the President commissioned the 650,000 barrels per day Dangote Refinery and it received its first crude feedstock in December.
In 2023, due to unavailability of foreign exchange, TotalEnergies like other marketers did not import PMS. NNPC maintained the role of sole importer of PMS and we and other marketers purchased PMS and AGO from NNPC. During the year, there were several outages of PMS which slowed activities in our stations across the country. AGO & Jet A1 remain fully deregulated but access to foreign exchange by marketers continues to be a challenge, inhibiting imports. The price of AGO opened the year at ₦850/L and closed as high as ₦1,200/L.
KEY DEVELOPMENTS
In TEMNPLC, safety is our way of life and our core value. Our priority has always been to focus on Safety, Health, Quality and Environmental Protection across all our operations. We implemented our MAESTRO log action plan, thus improving the safety of our
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Total Nigeria plc published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 22:47:06 UTC.