UPI Banka dd Sarajevo - Intesa Sanpaolo Banka
Transcription
UPI Banka dd Sarajevo - Intesa Sanpaolo Banka
Annual Report 2006 CONTENTS Page INTRODUCTION BY THE CHAIRMAN OF THE SUPERVISORY BOARD 2 REPORT OF THE SUPERVISORY BOARD 3 REPORT OF INDEPENDENT AUDITORS 4 UPI Banka d.d. Sarajevo Annual Report 2006 INTRODUCTION BY THE CHAIRMAN OF THE SUPERVISORY BOARD In the year 2006, UPI Banka d.d. Sarajevo continued along the path of commercial growth and financial strenghtening that has characterized its recent history. All the main indicators of the bank’s operating performance indicate a consistent improvement: Net Interest Income grew by 38%, Net Fee and Commission Income grew by 19%, all in all leading to a solid 44% growth of Profit Before Impairment Losses, Provisions and Income Taxes. But in parallel to these quantitative achievements, other aspects of the year’s activity are worth a special mention. I hereby particularly refer to the substantial progress made by the bank towards the integration into the Intesa Sanpaolo group. The bank has in fact completed a thorough revision of its main practices and of its organizational set up, in line with the best-practice approach and guidelines agreed with the parent group. Through this complex and challenging process, I trust that UPI Banka d.d. will be able to better tackle the increasingly competitive market environment of Bosnia and Herzegovina and to better offer to its customers an improved range of credit products and banking services. None of the above achievements would have been reached withouth the dedication of our staff and the expertise of our management. With regret, we had to separate from some of the people who contributed to this success, since their reached retirement age or decided to pursue other personal or professional goals. In this respect, I feel obliged to extend my heartfelt thanks to all the people who left the bank in the course of the recent year, and in particular to Mr. Mirsad Letić, who lead the bank until the end of 2006 and whose support and advice I deeply treasured in the performance of my assignment. In view of all the above, I am particularly pleased to present the year 2006 annual report of UPI Banka d.d. Sarajevo. Chairman of the Supervisory Board Giancarlo Miranda UPI Banka d.d. Sarajevo Annual Report 2006 REPORT OF THE SUPERVISORY BOARD Major change in the ownership structure of the UPI Banka that started in 2005 was completed by February 20, 2006 after which Intesa Holding International (Banca Intesa) became major owner of 81,18 % shares of the Bank. After this change in the ownership structure, the new members of the Supervisory Board were appointed. At the same time, the new Audit Committee members were appointed too. In the second half of May 2006, deputy Director of the Bank withdrew from the Management Board of the Bank and as of December 31, 2006, Director of the Bank and one Management Board in charge for managing risk and non-performing loans withdrew from the Bank too, due to retirement. After getting approval by the Banking Agency (FBA) a new Management Board member, in charge of Finance, was appointed in May 2006. In 2006, UPI Banka operated successfully, given the fact that significant provisions have been created for the purpose of business network development, coming reorganization and new brand of the Bank and achieved very good financial results, which can be seen from the Annual Report of the Bank’s operations in 2006. Direct cooperation, regular informing and more intensive contacts of the Management Board with the Supervisory Board and Audit Committee, enabled harmonization of the Banks operations with the requirements of the new major owner to be implemented in the way to positively influence achieved business results and to maintain its good position in the banking market in Bosnia and Herzegovina. During 2006, the Supervisory Board held five meetings. The Audit Committee held two sessions. The Supervisory Board, Audit Committee and Management Board discussed the issues relating to harmonization of work and operations of the Bank with the rules of Intesa Group and especially the activities referring to introduction of new retail products and creating conditions for strengthening competition in the banking market in the country. During 2006, the activities on developing business network, modernization of equipment and improving work conditions and operations as well as providing services in accordance with world standards were conducted. The Bank regularly and duly fulfilled its obligations in accordance with the laws and regulations, including the stipulated obligations towards the controlling and regulatory bodies and institutions in the banking field. The bodies of the Bank paid due attention to the work and activities of the internal audit and, on the basis of the internal audit reports, they regularly considered and controlled the work and the activities of the Bank, undertaking the measures for elimination of the detected deficiencies in the work. With the engagement of the major owner, the steps referring to provision of better-quality long-term sources and improving material basis for achieving the strategic development goals of the Bank were made. This includes the preparation for the recapitalization process. By adopting the Financial Statements on the Bank’s operations in 2006 with the Report of the External Auditor as well as the Annual Statement for 2006, the Supervisory Board evaluated the work of the Management Board as successful and stated that, during the reporting period, the Management Board, Internal Audit and the Bank’s employees complied with legal regulations and established internal acts, decisions, programs and procedures. Given the above statements in this Report, the Supervisory Board of the Bank recommends that, at the General Shareholder’s Meeting, the shareholders should: • Adopt the Annual Report of the Bank’s operations in 2006 with the Report of the Independent Auditor. • Adopt the Annual Statement of Accounts for 2006 and the Decision on Distribution of Profit for 2006. • Approve the Report on the Work of the Supervisory Board. Sarajevo, March 21, 2007 Chairman of the Supervisory Board Giancarlo Miranda UPI Banka d.d. Sarajevo Annual Report 2006 UPI Banka d.d. Sarajevo Financial statements for the year ended 31 December 2006 prepared in accordance with International Financial Reporting Standards and Independent Auditors’ Report UPI Banka d.d. Sarajevo Annual Report 2006 Contents Page Responsibility for the Financial Statements 6 Independent auditors’ report 7 Statement of income 8 Balance sheet 9 Statement of cash flow 10 Statement of changes in shareholders’ equity 11 Notes to the financial statements 12-41 UPI Banka d.d. Sarajevo Annual Report 2006 Responsibility for the Financial Statements Pursuant to the Law on Accounting and Audit of Federation of Bosnia and Herzegovina (Official Gazette No. 32/05), the Management Board is responsible for ensuring that financial statements are prepared for each financial year in accordance with International Financial Reporting Standards (IFRS) as published by the International Accounting Standards Board (IASB) which give a true and fair view of the state of affairs and results of the Bank for that period. After making inquiries, the Management Board has a reasonable expectation that the Bank has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Management Board continues to adopt the going concern basis in preparing the financial statements. In preparing those financial statements, the responsibilities of the Management Board include ensuring that: • suitable accounting policies are selected and then applied consistently; • judgments and estimates are reasonable and prudent; • applicable accounting standards are followed, subject to any material departures disclosed and explained in the financial statements; and • the financial statements are prepared on the going concern basis unless it is inappropriate to presume that the Bank will continue in business. The Management Board is responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position of the Bank and must also ensure that the financial statements comply with the Bosnia and Herzegovina Accounting Law (90/92). The Management Board is also responsible for safeguarding the assets of the Bank and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Signed on behalf of the Management Board Almir Krkalić, Acting Director UPI Banka d.d. Sarajevo Obala Kulina bana 9a 71000 Sarajevo Bosnia and Herzegovina 19 January 2007 UPI Banka d.d. Sarajevo Annual Report 2006 Independent auditors’ report To the shareholders of UPI Banka d.d. Sarajevo: Report on the financial statements We have audited the accompanying financial statements of UPI Banka d.d. Sarajevo (the “Bank”) set out on pages 8 to 41, which comprise of the balance sheet as at 31 December 2006, and the income statement, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. The financial statements of the Bank as of 31 December 2005, were audited by another auditor whose report dated 21 April 2006, expressed an unqualified opinion on those statements. Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor’s responsibility Our responsibility is to express an opinion on these 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 whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the 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 Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the 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 financial statements present fairly, in all material respects, the financial position UPI Banka d.d. Sarajevo as of 31 December 2006, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards. Deloitte d.o.o. Sarajevo, Bosnia and Herzegovina 19 January 2007 UPI Banka d.d. Sarajevo Annual Report 2006 Statement of Income for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) Notes 2006 2005 restated Interest income 5 28,044 22,140 Interest expense 6 (8,778) (8,143) 19,266 13,997 Net interest income Fee and commission income 7 6,534 5,940 Fee and commission expense 8 (1,853) (2,011) 4,681 3,929 Net fee and commission income Net trading income 9 330 208 Net income upon disposal of investments 11 - 431 Other operating income 10 496 363 826 1,002 Operating income Administrative expenses 13 (15,367) (11,973) Depreciation of tangible fixed assets 23 (1,087) (1,162) (16,454) (13,135) 8,319 5,793 Operating Expense PROFIT BEFORE IMPAIRMENT LOSSES, PROVISIONS AND INCOME TAX Impairment losses and provisions 14 (10,320) (5,199) Collected write-offs 12 2,784 2,619 783 3,213 (32) (56) 751 3,157 0,00328 0,01379 PROFIT BEFORE INCOME TAX Income tax 15 NET PROFIT FOR THE YEAR Earnings per share (KM) 16 The accompanying notes form an integral part of these financial statements. UPI Banka d.d. Sarajevo Annual Report 2006 Balance sheet as at 31 December 2006 (all amounts are expressed in thousands of KM) Notes 31 December 2006 31 December 2005 restated ASSETS Cash and cash equivalents 17 97,517 49,039 Obligatory reserve with the Central Bank 18 69,744 58,805 Placements with other banks 19 68,339 99,469 Loans and receivables 20 248,112 214,437 Assets available for sale 21 1,271 1,376 Other assets 22 4,506 2,729 Property and equipment 23 14,937 13,278 504,426 439,133 TOTAL ASSETS LIABILITIES Due to banks 24 61,358 43,095 Subordinated debt 25 1,890 2,051 Due to customers 26 396,827 353,871 Provisions for contingent liabilities and commitments 30 1,345 1,387 Other liabilities 27 3,047 2,285 Other provisions 28 2,967 203 467,434 402,892 Share capital 22,900 22,900 Reserves and retained earnings 14,092 13,341 36,992 36,241 504,426 439,133 68,095 63,554 TOTAL LIABILITIES SHAREHOLDERS’ EQUITY TOTAL SHAREHOLDER’S EQUITY TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY FINANCIAL COMMITMENTS AND CONTINGENCIES 29 Signed on behalf of UPI Banka d.d. Sarajevo on 19 January 2007: ___________________________ Acting Director Almir Krkalić ___________________________ Executive Director of Finance Livio Mannoni The accompanying notes form an integral part of these financial statements. UPI Banka d.d. Sarajevo Annual Report 2006 Statement of cash flow for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 2006 2005 Restated 751 3,157 1,087 1,162 10,320 5,199 2,764 203 - (430) 28 (20) (10,939) (25,943) 31,010 (20,502) (43,666) (43,760) Net (increase) / decrease in other assets, before impairment losses (1,833) 590 Net (decrease)/increase in due to banks 18,555 10 Net increase in demand and term deposits 42,956 45,940 763 (919) 51,796 (35,313) (28) 1,138 (2,990) (1,527) 154 243 (2,864) (146) Net proceeds from borrowings (292) 8,636 Net proceeds from subordinated debt (161) 357 (1) (2) NET CASH PROVIDED BY FINANCING ACTIVITIES (454) 8,991 NET (DECREASE)/ INCREASE IN CASH AND CASH EQUIVALENTS 48,478 (26,468) CASH AND CASH EQUIVALENTS AT 1 JANUARY 49,039 75,507 CASH AND CASH EQUIVALENTS AT 31 DECEMBER 97,517 49,039 Operating Activities Net Income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Impairment losses and provisions Other provisions Net income from sale of assets available for sale Loss / (gain) on disposal of property, plant and equipment Changes in operating assets and liabilities: Net (increase) in due from Central Bank Net decrease / (increase) in placements with other banks, before impairment losses Net (increase) in loans and receivables, before impairment losses Net increase in other liabilities NET CASH FROM/(USED IN) OPERATING ACTIVITIES Investing Activities Net increase in assets available for sale, before impairment losses Net purchases of property and equipment Proceeds from sale of property, plant and equipment NET CASH USED IN INVESTING ACTIVITIES Financing Activities Dividends paid The accompanying notes form an integral part of these financial statements. 10 UPI Banka d.d. Sarajevo Annual Report 2006 Statement of changes in shareholders’ equity for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) Share capital Balance as at 31 December 2004 Fair value reserve Retained earnings Total 22,900 353 10,069 33,322 Changes in fair value of financial assets available for sale - 90 - 90 Deferred tax on change of fair value of financial assets available for sale - (27) - (27) Disposal of financial assets available for sale - (430) - (430) Deferred tax on disposal of financial assets available for sale - 129 - 129 Profit for the year - - 3,360 3,360 22,900 115 13,429 36,444 - - (203) (203) 22,900 115 13,226 36,241 - - 751 751 22,900 115 13,977 36,992 Changes in equity for 2005 Balance as at 31 December 2005 Restatement (Note 2) Balance as at 31 December 2005 Restated Changes in equity for 2006 Profit for the year Balance as at 31 December 2006 The accompanying notes form an integral part of these financial statements. UPI Banka d.d. Sarajevo 11 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 1. GENERAL History and incorporation UPI Banka d.d. Sarajevo, Obala Kulina Bana 9a (the “Bank”) commenced operations in 1972 and was restructured as a shareholders’ company in 1990. During the year 2007 another bank LT Gospodarska Banka d.d. Sarajevo (the “LTG Bank”) will merge into the Bank, with the effect of the LTG Bank cancellation (without initiation of liquidation process), while the Bank will become its legal successor. The effect of this upcoming transaction on these financial statements are presented in Note 28. Principal activities of the Bank The Bank’s main operations are as follows: 1. accepting deposits from the public and placing of deposits, 2. providing current and term deposit accounts, 3. granting short-and long-term loans and guarantees to corporate customers, private individuals, local municipalities and other credit institutions dealing with finance lease and foreign exchange transactions, 4. money market activities, 5. performing local and international payments, 6. foreign currency exchange and other banking-related activities, 7. providing banking services through an extensive branch network in the Bosnia and Herzegovina Supervisory Board till 15 March 2006 Nazif Branković President Husein Ahmović Member Marija Brezovec Member Hajrudin Čengić Member Roberto Marzanati Member Supervisory Board from 15 March 2006 Giancarlo Miranda President Ivan Krolo Vice-President Adriano Arietti Member Paolo Baessato Member Massimo Malagoli Member Roberto Marzanati Member Massimo Pierdicchi Member Board of Directors 12 UPI Banka d.d. Sarajevo Mirsad Letić General Director Livio Mannoni Executive Director of Finance Branko Ekert Executive Director of HRM and Support Services Zlata Mušić Executive Director of Business Banking Alma Škapur Executive Director of Treasury and Transaction Banking Ljubica Tankosić Executive Director of Risk Management Nedim Lulo Executive Director of Retail Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) As of 31 December 2006, the following members of Board of Directors were retired: Mirsad Letić General Director (Note 38) Ljubica Tankosić Executive Director of Risk Management (Note 38) Audit Committee till 27 April 2006 Enver Kazazić President Sunita Ejubović Member Mijo Grgić Member Šefik Handžić Member Sabaheta Imamović Member Audit Committee from 27 April 2006 Antonietta Guidali President Gianpiero Trevisan Member Maria Rosa Bonatti Member Alen Galavić Member Ivanka Petrović Member Chief Internal Auditor - Mediha Ćatović UPI Banka d.d. Sarajevo 13 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) The shareholding structure is as follows: 31 December 2006 Shareholders No. of shares Amount ‘000 KM 31 December 2005 % No. of shares % Amount ‘000 KM Intesa Holding International S.A. 185909 18,591 81.18 80,208 8,021 35.03 European Bank for Reconstruction and Development 22,900 2,290 10.00 45,770 4,577 19.99 Other shareholders 20,191 2,019 8.82 103,022 10,302 44.98 229,000 22,900 100.00 229,000 22,900 100.00 Total In February 2006, Intesa Holding International S.A. took over the major share package of the UPI Banka d.d. Sarajevo, and became the major owner of UPI Bank shares. The Bank considers that it operates in a single business segment, and a single geographical segment, that is the provision of banking services in Bosnia and Herzegovina. 2. PRIOR YEAR RESTATEMENT The Bank has restated the financial statements for the year ended 31 December 2005 in order to correct an error related to the recognition and valuation of the provisions for the long employee benefits as required by International accounting standard 19 – Employee benefits. Since the Management has considered these provisions to be immaterial, previously the Bank recorded the costs of retirement severance payments when it become due. In 2006, the Management has estimated the present value of these future obligations and as result, as of 31 December 2005, the Bank has increased provisions and decreased net result for the year then ended for the amount of KM 203,071. 3. ADOPTION OF NEW AND REVISED STANDARDS In the current year, the Bank has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (the IASB) and the International Financial Reporting Interpretations Committee (the IFRIC) of the IASB that are relevant to its operations and effective for annual reporting periods beginning on 1 January 2006. The adoption of these new and revised Standards and Interpretations has not resulted in changes to the Bank’s accounting policies and accordingly has not materially affected the amounts reported for the current or prior years. At the date of authorisation of these financial statements, the following Standards and Interpretations were in issue but not yet effective: 14 (a) IFRS 7 Financial Instruments: Disclosures Effective for annual periods beginning on or after 1 January 2007 (b) IFRIC 7 Applying the Restatement Approach under IAS 29, Financial Reporting in Hyperinflationary Economies Effective for annual periods beginning on or after 1 March 2006 (c) IFRIC 8 Scope of IFRS 2 Effective for annual periods beginning on or after 1 May 2006 (d) IFRIC 9 Reassessment of Embedded Derivatives Effective for annual periods beginning on or after 1 June 2006 (e) IFRIC 10 Interim Financial Reporting and Impairment Effective for annual periods beginning on or after 1 November 2006 (f) IFRIC 11 IFRS 2: Group and Treasury Share Transactions Effective for annual periods beginning on or after 1 March 2006 (g) IFRIC 12 Service Concession Arrangements Effective for annual periods beginning on or after 1 January 2008 UPI Banka d.d. Sarajevo Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 3. ADOPTION OF NEW AND REVISED STANDARDS (CONTINUED) The directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material financial impact on the financial statements of the Bank. Limitation of ability to designate financial assets and financial liabilities through profit or loss Following amendments to IAS 39 Financial Instruments: Recognition and Measurement in June 2005 the ability of entities to designate any financial asset or financial liability as ‘at fair value through profit or loss’ (FVTPL) has been limited. The adoption of this amendment has not affected the amounts reported in prior years. Accounting for financial guarantee contracts The IASB has also amended IAS 39 Financial Instruments: Recognition and Measurement to require certain financial guarantee contracts issued by the Bank to be accounted for in accordance with that Standard. Financial guarantee contracts that are accounted for in accordance with IAS 39 are measured initially at their fair values, and subsequently measured at the higher of: • the amount of the obligation under the contract, as determined in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets; and • the amount initially recognised less, where appropriate, cumulative amortisation recognised. The adoption of this amendment has not materially affected the amounts reported in prior years. 4. SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These financial statements are prepared in accordance with International Financial Reporting Standards (‘IFRS’) as published by the International Accounting Standards Board. As required by local legislation, the Bank prepares financial statements in accordance with International Financial Reporting Standards (IFRSs) as published by the International Accounting Standards Board and as modified by the regulatory requirements prescribed by the Banking Agency of Federation of Bosnia and Herzegovina (the FBA) with respect to the calculation of provision for impairment of financial instruments. The FBA rules require banks to calculate the allowance for impairment of financial assets including a 2% allowance for performing financial instruments. Management of the Bank believes that provisions made under IFRSs as modified by the regulatory requirements prescribed by the Banking Agency of Federation of Bosnia and Herzegovina are not significantly different from provisions that would be made under IFRSs. The financial statements have been prepared on the historical cost basis except for certain non-current assets and financial instruments which are reported at fair value. The principal accounting policies are set out below. The financial statements are presented in thousands of convertible mark (KM’000) which is the functional currency of the Bank. The financial statements are prepared on an accrual basis of accounting, under the going concern assumption. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and their reported amounts of revenues and expenses during the reporting period. These estimates are based on the information available as at the balance sheet date and actual results could differ from those estimates. UPI Banka d.d. Sarajevo 15 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Basis of presentation (continued) The Bank maintains its books of accounts and prepares financial statements for regulatory purposes in accordance with the regulations of the Banking Agency of Federation of Bosnia and Herzegovina (“FBA”) and Law on Banks of the Federation of Bosnia and Herzegovina. Interest Income and Expense Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount. Interest charged on deposits is added to the principal where this is foreseen by the agreement. Interest income is suspended when it is considered that recovery of the income is unlikely. Suspended interest is recognized as income when collected. Fee and commission income and expense Fees and commissions consist mainly of fees earned on domestic and foreign payment transactions, and fees for loans and other credit instruments issued by the Bank. Fees for payment transactions are recognised in the period when services are rendered. Loan origination fees, after approval and drawdown of loans, are deferred (together with related direct costs) and recognized as an adjustment to the effective yield of the loan over its life. Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. The tax expense is based on taxable income for the year. Taxable income differs from net income as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Bank has the ability and intention to settle on a net basis. The Bank is subject to various indirect taxes which are included in administrative expenses. 16 UPI Banka d.d. Sarajevo Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Cash and cash equivalents For the purpose of reporting cash flows, cash and cash equivalents are defined as cash, balances with the Central Bank (‘CBBH’) and current accounts with other banks. Cash and cash equivalents excludes the compulsory minimum reserve with the Central Bank as these funds are not available for the Bank’s day to day operations. The compulsory minimum reserve with the CBBH is a required reserve to be held by all commercial banks licensed in Bosnia and Herzegovina. Financial assets and liabilities Financial assets are recognised and derecognised on a trade date where the purchase or sale of an investment is under a contract whose terms require delivery of the instrument within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value. Financial assets are classified into the following specified categories: financial assets as ‘at fair value through profit or loss’ (FVTPL), ‘held-to-maturity investments’, ‘available-for-sale’ (AFS) financial assets and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Financial assets at FVTPL Financial assets are classified as at FVTPL where the financial asset is either held for trading or it is designated as at FVTPL. A financial asset is classified as held for trading if: • it has been acquired principally for the purpose of selling in the near future; or • it is a part of an identified portfolio of financial instruments that the Bank manages together and has a recent actual pattern of short-term profit-taking; or • it is a derivative that is not designated and effective as a hedging instrument. A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if: • such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or • the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Bank’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or • it forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the entire combined contract (asset or liability) to be designated as at FVTPL. Financial assets at FVTPL are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset. UPI Banka d.d. Sarajevo 17 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Financial assets and liabilities (Continued) The fair values of financial assets and financial liabilities are determined as follows: • the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices; • the fair value of other financial assets and financial liabilities (excluding derivative instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions; and • the fair value of derivative instruments, are calculated using quoted prices. Where such prices are not available use is made of discounted cash flow analysis using the applicable yield curve for the duration of the instruments for non-optional derivatives, and option pricing models for optional derivatives. Held-to-maturity investments Bills of exchange and debentures with fixed or determinable payments and fixed maturity dates that the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortised cost using the effective interest method less impairment, with revenue recognised on an effective yield basis. AFS financial assets Listed shares and listed redeemable notes held by the Bank that are traded in an active market are classified as being AFS and are stated at fair value. Fair value is determined in the manner described in previous paragraphs. Gains and losses arising from changes in fair value are recognised directly in equity in the investments revaluation reserve with the exception of impairment losses, interest calculated using the effective interest rate method and foreign exchange gains and losses on monetary assets, which are recognised directly in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in the investments revaluation reserve is included in profit or loss for the period. Dividends on AFS equity instruments are recognised in profit or loss when the Bank’s right to receive payments is established. The fair value of AFS monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the balance sheet date. The change in fair value attributable to translation differences that result from a change in amortised cost of the asset is recognised in profit or loss, and other changes are recognised in equity. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loan and receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest method, less any allowance for impairment. Third party expenses, such as legal fees, incurred in securing a loan are treated as part of the cost of the transaction as well as fees received from customers. An allowance for loan impairment is established if there is objective evidence that the Bank will not be able to collect all amounts due. The amount of the allowance is the difference between the carrying amount and the recoverable amount, being the present value of expected cash flows, including amounts recoverable from guarantees and collateral, discounted at the original effective interest rate of loans computed at initial recognition. Specific allowances are assessed with reference to the credit standing and performance of the borrower and take into account the value of any collateral or third party guarantees. 18 UPI Banka d.d. Sarajevo Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Financial assets and liabilities (Continued) If the Bank determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment. Objective evidence of impairment for financial assets assessed collectively for impairment are the adverse changes in the payment status of borrowers in the group (e.g. an increased number of delayed payments) or national or local economic conditions that correlate with defaults on the assets in the group. When a loan is uncollectible, it is written off against the related allowance for impairment; subsequent recoveries are credited to the ‘Impairment losses on loans and advances’ line in the income statement. The Bank charges penalty interest to borrowers when a portion of the loan falls overdue. Penalty interest is accounted for on a cash received basis in the caption ‘Interest income’. Property and equipment Property and equipment are started at cost less accumulated depreciation and accumulated impairment losses, if any. Cost includes the purchase price and directly associated cost of bringing the asset to a working condition for its intended use. Maintenance and repairs, replacements and improvements of minor importance are expensed as incurred. Significant improvements and replacement of assets are capitalised. Gains or losses on the retirement or disposal of property and equipment are included in the statement of income in the period in which they occur. Properties in the course of construction are carried at cost, less impairment loss, if any. Depreciation commences when the assets are ready for their intended use. Depreciation is calculated on a straight-line basis over the estimated useful life of the applicable assets and based upon the application of the following annual percentages to historical costs: Buildings Furniture and other equipment 2006 2005 1.30% 1.30% 10.00%-20.00% 10.00%-20.00% Computers 20.00% 20.00% Leasehold improvements 20.00% 20.00% Software 20.00% 20.00% Foreign currency translation Transactions in currencies other than Bosnia and Herzegovina KM are initially recorded at the rates of exchange prevailing on the dates of the transactions. Monetary assets and liabilities are translated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Profits and losses arising on translation are included in the statement of income for the period. The Bank values its assets and liabilities by middle rate of Central Bank of Bosnia and Herzegovina valid at the date of balance sheet. The principal rates of exchange set forth by the Central Bank and used in the preparation of the Bank’s balance sheet at the reporting dates were as follows: 31 December 2006 EUR 1= KM 1.95583 USD 1=KM 1.485065 31 December 2005 EUR 1= KM 1.95583 USD 1=KM 1.657905 UPI Banka d.d. Sarajevo 19 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (all amounts are expressed in thousands of KM) • the amount of the obligation under the contract, as determined in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets; and • the amount initially recognised less, where appropriate, cumulative. Off-balance sheet commitments In the ordinary course of business, the Bank enters into credit related commitments which are recorded in off-balance sheet accounts and primarily include guarantees, letters of credit and undrawn loan commitments. Financial guarantee contract liabilities are measured initially at their fair values and are subsequently measured at the higher of: Provisions Provisions are recognised when the Bank has a present obligation as a result of a past event, and it is probable that the Bank will be required to settle that obligation. Management Board estimates the provisions based at the best estimate of expenditure to settle the Bank’s obligation. Provisions are discounted to present value where the effect is material. Reclassification Certain amounts in the previous year financial statements have been reclassified to conform with the current year presentation. Regulatory requirements The Bank is subject to the regulatory requirements of the Federal Banking Agency. These regulations include limits and other restrictions pertaining to minimum capital adequacy requirements, classification of loans and off balance sheet commitments and forming allowances to cover credit risk, liquidity, interest rate and foreign currency position. At year end the Bank was substantially in compliance with all regulatory requirements. 20 UPI Banka d.d. Sarajevo Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 5. INTEREST INCOME 2006 2005 Companies 11,906 11,123 Individuals 9,650 6,977 Domestic banks 3,217 1,725 Foreign banks 2,817 1,975 Government 250 278 Other 204 62 Total 28,044 22,140 2006 2005 Companies 3,911 3,936 Individuals 2,968 2,577 Banks and other financial institutions 1,899 1,630 Total 8,778 8,143 2006 2005 Credit card activities 1,699 1,460 Domestic payment transactions 1,593 1,599 Foreign payment transactions 976 867 Guarantees 965 903 Agency services 342 287 FX transactions 546 485 Other 413 339 Total 6,534 5,940 6. INTEREST EXPENSE 7. FEE AND COMMISSION INCOME UPI Banka d.d. Sarajevo 21 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 8. FEE AND COMMISSION EXPENSE 2006 2005 1,100 1,330 Federal Banking Agency services 309 275 Central Bank BiH services 138 119 Domestic payment transactions 126 114 E-banking service 83 82 Other 97 91 Total 1,853 2,011 2006 2005 5,345 46,536 (5,015) (46,328) 330 208 2006 2005 Rental income 158 112 Dividend income 113 79 - 20 Other income 225 152 Total 496 363 2006 2005 Sale of shares in Triglav BH osiguranje d.d. Sarajevo - 362 Other sales of shares - 68 Total - 430 Credit card operations 9. NET TRADING INCOME Gains on foreign exchange transactions Loss on foreign exchange transactions Total 10. OTHER OPERATING INCOME Gain on disposal of fixed assets 11. NET INCOME UPON DISPOSAL OF INVESTMENTS 22 UPI Banka d.d. Sarajevo Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 12. COLLECTED WRITE-OFFS 2006 2005 1,090 903 685 947 Other 1,009 769 Total 2,784 2,619 2006 2005 Personnel expenses 7,612 7,065 Provisions (Note 28) Principal Interest 13. GENERAL AND ADMINISTRATIVE EXPENSES 2,764 203 Representation and marketing expense 706 553 Telecommunication and post expense 763 689 Saving deposit insurance and other insurance charges 585 510 Rent and other rent related expense 539 246 Material expenses 425 411 Energy 196 165 Consultancy expenses 158 612 Loss on disposal of property, plant and equipment Other expenses Total 28 - 1,591 1,519 15,367 11,973 The Bank does not have pension arrangements separate from Bosnia and Herzegovina pension system. This system requires that current contributions by the employer be calculated as a percentage of current gross salary payments and taxes on net salary; these expenses are charged to the profit and loss statement in the period the related compensation is earned by the employee. The average number of personnel employed by the Bank during the years ended 31 December 2006 and 2005 was 217 and 200 respectively. 14. IMPAIRMENT LOSSES AND PROVISIONS 2006 Placements with banks 2005 120 (61) 9,574 4,884 133 (25) Other assets 118 (57) Provisions 375 458 10,320 5,199 Loans and receivables Assets available for sale Total UPI Banka d.d. Sarajevo 23 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 15. INCOME TAX 2006 2005 783 3,416 (Realised)/unrealised gains on financial assets available for sale - (340) Non-deductible expenses and taxable income relieves 1,379 664 Taxable income 2,162 3,740 649 1,122 Reinvestment allowance (487) (841) Tax allowance for foreign investment (130) (225) 32 56 Profit before income tax Income tax liability of 30% Income tax liability Tax liability is based on accounting income before restatement taking into the account non-deductible expenses and non-taxable income. Tax income rate for the years ended 31 December 2006 and 2005 was 30 %. The Bank is eligible for a 75% reduction of its liability to corporate profit tax to the extent that it will reinvest the amount of the underlying taxable profits into fixed assets in the following period. The Bank is eligible for an allowance against taxable profits in proportion to its foreign owned percentage of share capital in the first five years of such foreign investment. 16. EARNINGS PER SHARE 2006 2005 751 3,157 229,000 229,000 0,00328 0,01379 2006 2005 Cash on hand in domestic currency 6,125 5,573 Cash on hand in foreign currency Net profit Weighted average number of ordinary shares outstanding Basic earnings per share 17. CASH AND DUE FROM BANKS 4,226 3,719 Current account in domestic currency with the Central Bank 85,778 38,916 Correspondent accounts with banks in foreign currency 1,388 831 97,517 49,039 Total 24 UPI Banka d.d. Sarajevo Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 18. OBLIGATORY RESERVE AT CENTRAL BANK Obligatory reserve Total 2006 2005 69,744 58,805 69,744 58,805 Minimum obligatory reserve as of 31 December 2006 and 31 December 2005 is calculated in amount of 15% of the average amount of total deposits and the borrowings for each working day during 10 calendar days following the period of maintaining the obligatory reserve. 19. PLACEMENTS WITH OTHER BANKS 2006 2005 1,600 1,613 OECD countries 66,900 97,897 Placements to other financial institutions, gross 68,500 99,510 (161) (41) 68,339 99,469 Short-term placements with banks in following countries: Bosnia and Herzegovina Less: Provisions for possible losses for placements Total The interest rate for placements in EUR was 2.72% – 2.84% p.a. and 1.42% – 2.44% p.a. and for placements in USD 5.09% p.a. and 0.90% – 3.16% p.a. as at 31 December 2006 and 31 December 2005, respectively. Interest rate on placements in other currencies was 4.53% p.a. as at 31 December 2006. There were no placements in other currencies in 2005. The movements in the provision for impairment of placements with other banks are summarized as follows: Balance as at 1 January 2006 2005 41 102 Provisions 149 30 Reversal provisions (29) (91) Balance as at 31 December 161 41 UPI Banka d.d. Sarajevo 25 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 20. LOANS AND RECEIVABLES Short-term loans in domestic currency Short-term loans in foreign currency Current portion of long-term loans Total short-term loans 2006 2005 140,872 152,000 199 - 14,159 10,855 155,230 162,855 Long-term loans in domestic currency 91,560 54,430 Long-term loans in foreign currency 34,035 22,191 (Current portion of long-term loans) (14,159) (10,855) Total long-term loans 111,436 65,766 Total loans before provisions 266,666 228,621 Provision for impairment (18,554) (14,184) Total 248,112 214,437 Short-term loans are granted for periods of 1 to 365 days. The majority of short-term loans in domestic currency are granted to clients for working capital financing. Long-term loans are mostly granted to individuals for housing and vehicle purchases. The movements in the provision for impairment of loans are summarized as follows: Balance as at 1 January Provisions charged 2006 2005 14,184 11,223 22,026 13,117 (12,452) (8,233) Write-offs (5,204) (1,923) Balance as at 31 December 18,554 14,184 Reversal of provision Total amount of non-performing loans on which interest was suspended as at 31 December 2006 and 2005 was KM 17,398 thousand and KM 25,770 thousand, respectively. 2006 2005 Manufacturing industry 62,633 59,253 Trade 50,533 43,039 Construction industry 15,573 20,699 Services, finance, sport, tourism 12,792 9,242 371 4,674 11,694 12,243 4,721 4,442 Administrative and other public institutions Agriculture, forestry, mining and energy Transport and telecommunications Other Citizens Total 26 UPI Banka d.d. Sarajevo 542 1,217 107,807 73,812 266,666 228,621 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 20. LOANS AND RECEIVABLES (CONTINUED) Interest rates for granted loans as at 31 December 2006 and 2005 are summarized as follows: 31 December 2006 ‘000 KM Annual interest rate 31 December 2005 ‘000 KM Annual interest rate Domestic currency Companies 145,137 4.40% - 13.00% 137,005 3.65% - 18.00 % 87,294 3.88% - 14.50% 69,425 2.00% - 18.00% Companies 13,721 7.20% - 10.93% 17,804 7.58% - 10.27% Citizens 20,514 4.61% - 10.00% 4,387 8.00% - 10.00 Citizens Foreign currency Total 266,666 228,621 21. ASSETS AVAILABLE FOR SALE 31 December 2006 31 December 2005 Gross value 1,319 1,573 Impariment (48) (197) 1,271 1,376 Total Assets available for sale include investments of 20.03% in share capital of Bamcard d.d. Sarajevo in the amount of KM 488 thousand, since the Bank is planning to sell this investment in the near future. Also, assets available for sale include investments of 3% or less in various companies in Bosnia and Herzegovina recognized at cost of KM 95 thousand (2005: KM 461 thousand) and one investment representing a 14.63% shareholding in Bosna Reosiguranje d.d. Sarajevo which is recognised at estimated fare value of KM 736 thousand (2005: KM 736 thousand). 2006 2005 Balance as at 1 January 197 222 Provisions 133 - Reversal of provision Write offs Balance as at 31 December - (25) (282) - 48 197 UPI Banka d.d. Sarajevo 27 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 22. OTHER ASSETS Prepaid income taxes Prepaid expenses Fees receivable 2006 2005 2,282 1,243 796 136 430 521 Other assets 1,186 1,046 Total other assets 4,694 2,946 Provision for impairment (188) (217) 4,506 2,729 Total The movements in the provision for impairment of other assets are summarized as follows: Balance as at 1 January Provisions 2006 2005 217 274 948 124 Reversal of provision (830) (181) Write-offs (147) - 188 217 Balance as at 31 December 23. PROPERTY AND EQUIPMENT Land and Buildings ‘000 KM Computers and other equipment ‘000 KM Software ‘000 KM Construction in progress Leasehold improvements Total ‘000 KM 9,986 5,674 846 967 187 17,660 ‘000 KM ‘000 KM Cost value 31 December 2005 Additions Transfers from/to Transfer to other assets Disposals - 52 - 2,938 - 2,990 350 1,821 128 (2,299) - - - - - - (187) (187) - (163) (335) (2) - 10,173 7,212 972 1,606 31 December 2005 584 3,189 484 - 125 4,382 Depreciation in 2006 134 783 170 - - 1,087 - - - - (125) (125) 31 December 2006 (500) 19,963 Depreciation Transfer to other assets Disposals 28 (8) (308) (2) - - (318) 31 December 2006 710 3,664 652 - - 5,026 Net book value: 31 December 2006 9,463 3,548 320 1,606 - 14,937 Net book value: 31 December 2005 9,402 2,485 362 967 62 13,278 UPI Banka d.d. Sarajevo Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 24. DUE TO BANKS 2006 2005 Current portion of long-term borrowings 12,322 10,593 Long-term borrowings from foreign banks and other institutions 35,686 32,714 8,220 9,755 (12,322) (10,593) Total long-term borrowings 31,584 31,876 Current accounts in domestic currency 14,174 14 Long-term borrowings from domestic banks and other institutions (Current portion of long-term borrowings) Current accounts in foreign currency Total current accounts Long-term deposits Total 5 - 14,179 14 3,273 612 61,358 43,095 Long-term borrowings from international banks and non-banking financial institutions as at 31 December 2006 and 31 December 2005 were as follows: 2006 2005 848 249 Federal Ministry of Forest and Water Supply, Sarajevo 1,028 1,028 Investment Bank of Federation of Bosnia and Herzegovina 6,133 7,868 21 21 Federal Ministry of Finance The Lutheran World Federation Investment Guarantee Agency (IGA) 191 589 Partners for Development, USAID Moneterization 1,750 2,265 Banca Intesa SPA Milano 9,856 - USAID 1,340 2,419 European Bank for Research and Development, London 9,643 12,966 OPEC FUND for International Development 2,294 2,802 Croation Bank for Development (HBOR) 1,636 1,761 European FUND for Southeast Europe 9,166 10,501 43,906 42,469 Total Interest rates for long-term borrowings from banks were in the range from 0.00% to 8.11% per annum and from 0.00% to 8.11% per annum as of 31 December 2006 and 31 December 2005, respectively. UPI Banka d.d. Sarajevo 29 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 25. SUBORDINATED DEBT 2006 2005 USAID 1,890 2,051 Total 1,890 2,051 The subordinated loan from USAID as of 31 December 2006 and 31 December 2005 respectively amounting to KM 1,890 thousand and KM 2,051 thousand, was received in August 2003 in the amount of KM 2,408 thousand, and it is repayable in 60 semi annual installments starting from 1 December 2003 until 1 September 2018. Interest rate is Euro LIBOR p.a. Subject to the approval of the Federal Banking Agency, the subordinated debit may be used as additional capital. 26. DUE TO CUSTOMERS 2006 2005 20,145 11,296 5,062 4,143 25,207 15,439 195,728 172,495 Demand deposits: Citizens: In KM In foreign currencies Subtotal Legal entities: In KM In foreign currencies 30,617 30,857 226,345 203,352 251,552 218,791 In KM 24,852 15,771 In foreign currencies 64,751 44,399 Subtotal 89,603 60,170 In KM 41,480 57,414 In foreign currencies 14,192 17,496 Subtotal Total demand deposits Term deposits: Citizens: Legal entities: Subtotal 55,672 74,910 Total term deposits 145,275 135,080 Total 396,827 353,871 During 2006 interest rates for demand deposits in KM were from 0.25% to 1.15% ( during 2005 from 0.25% to 3.00%), and 0.25% for demand deposits in foreign currency (during 2005 0.25%). Short-term deposit interest rates were from 0.00% to 4.70% and from 0.00% to 6.00% during 2006 and 2005, respectively. Long-term deposit interest rates were from 0.00% to 6.50% and from 0.00% to 6.00% during 2006 and 2005, respectively. 30 UPI Banka d.d. Sarajevo Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 27. OTHER LIABILITIES 2006 2005 Liabilities to employees bonuses 675 378 Liabilities to vendors 820 493 Liabilities to shareholders 148 149 Managed fund difference (Note 33) 26 57 Deferred tax liability 50 50 Other liabilities 1,328 1,158 Total 3,047 2,285 2006 Restated 1,923 - 28. OTHER PROVISIONS Provisions relating to the merger of LT Gospodarska banka d.d. Sarajevo 2005 Provisions relating to the court case with tax authority 822 - Provisions for retirement employee benefits 222 203 2,967 203 Total Regarding the forthcoming merger process of LT Gospodarska banka d.d. Sarajevo, another Banca Intesa Group entity, into the Bank, the Supervisory board made the decision on initiation of merger, estimating the present value of future obligations relating to the merger activities. Provisions regarding the court case are made based on the uncertainty in the outcome of the ongoing court case with the tax authority. Changes in provisions can be presented as follows: 2006 Balance at the beginning of the year Provisions for retirement employee benefits Provisions relating to the merger of LT Gospodarska banka d.d. Sarajevo Provisions relating to the court case with tax authority Balance at the end of the year 2005 203 - 19 203 1,923 - 822 - 2,967 203 UPI Banka d.d. Sarajevo 31 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 29. FINANCIAL COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Bank has been involved in a number of legal proceedings to recover collateral or outstanding credit balances, as well as related interest and expenses from defaulted credit customers and interbank counterparts. The management of the Bank believes that any legal proceedings pending as at 31 December 2006 will not result in material loss to the Bank. 2006 2005 Payment guarantees 10,800 14,721 Performance guarantees 19,187 19,917 Contingent liabilities Letters of credit Total contingent liabilities 1,133 2,328 31,120 36,966 Commitments Unused portion of overdraft loans 36,975 26,588 Total commitments 36,975 26,588 Total contingent liabilities and commitments 68,095 63,554 30. PROVISIONS In the ordinary course of business, the Bank enters into credit related commitments which are recorded in off-balance sheet accounts and primarily include guarantees, letters of credit and undrawn loan commitments. Provisions for contingent liabilities are recognised when the Bank has a present obligation as a result of a past event, and it is probable that the Bank will be required to settle that obligation. Management Board estimates the provisions based at the best estimate of expenditure to settle the Bank’s obligation. Movements in provision for contingent liabilities and commitments is as follows: 2006 2005 Balance as at 1 January 1,387 1,259 Provisions 2,008 1,539 (1,633) (1,081) (417) (330) 1,345 1,387 Reversal of provisions Write - offs Balance as at 31 December 32 UPI Banka d.d. Sarajevo Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 31. RELATED-PARTY TRANSACTIONS (all amounts are expressed in thousands of KM) b. associates – enterprises in which the Bank has significant influence and which is neither a subsidiary nor a joint venture of the investor; Related parties, as defined by IAS 24, are those counter parties that represent: a. enterprises that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the reporting enterprise. (This includes holding companies, subsidiaries and fellow subsidiaries); c. individuals owning, directly or indirectly, an interest in the voting power of the Bank that gives them significant influence over the Bank, and anyone expected to influence, or be influenced by, that person in their dealings with the Bank; d. key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the Bank, including directors and officers of the Bank and close members of the families of such individuals; and e. enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence. This includes enterprises owned by directors or major shareholders of the Bank and enterprises that have a member of key management in common with the Bank. UPI Banka d.d. Sarajevo 33 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 31.RELATED-PARTY TRANSACTIONS (CONTINUED) In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form. 2006 2005 Supervisory Board members and close family members - 65 Audit Committee and close family members - 24 425 206 Bank accounts Privredna Banka Zagreb 26 - Bank accounts Banca Intesa SPA Milano 14 - Bank accounts Banca Intesa NY Branch 16 - Other receivables from EBRD 58 60 Other receivables from Banca Intesa SPA Milano 36 - Other receivables from Privredna Banka Zagreb 120 - 695 355 Deposits Supervisory Board members and close family members - 606 Deposits Audit Committee and close family members - 156 Key Management personnel and close family members Deposits key Management personnel and close family members 1,868 1,025 Borrowings EBRD 9,646 12,966 3 - 9,856 - 21,373 14,753 Due to banks Privredna Banka Zagreb Borrowings Banca Intesa SPA Milano 2006 2005 Interest income Supervisory Board members and close family members - 8 Interest income Audit Committee and close family members - 9 Interest income key Management personnel and close family members 34 29 23 Interest income Privredna banka Zagreb 162 - Interest income Banca Intesa SPA Milano 1 - Interest income Banca Intesa NY Branch 5 - Other income EBRD 8 - Other income Privredna banka Zagreb 8 - Other income key Management personnel and close family members 5 - 218 40 UPI Banka d.d. Sarajevo Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 31. RELATED-PARTY TRANSACTIONS (CONTINUED) 2006 2005 Interest expense EBRD 637 701 Interest expense Banca Intesa SPA Milano 154 - Interest expense Supervisory Board members and close family members - 25 Interest expense Audit Committee and close family members - 6 77 29 Interest expense key Management personnel and close family members Other expenses Banca Intesa NY Branch 2 - Other expenses key Management personnel and close family members 29 154 Other expense Privredna Banka Zagreb 11 - Other expense Banca Intesa SPA Milano 4 - Other expense EBRD 2 - 916 915 A number of banking transactions are entered into with related parties in the normal course of business. These transactions were carried out on commercial terms and conditions and at market rates. The remuneration of Directors and other key Management were as follows: 2006 2005 Compensation for Directors and other key Management 446 437 Taxes and contributions on compensation 308 302 Termination benefits 234 - Bonuses to Management Board – Accrued expenses 294 207 Compensations for Supervisory Board members 7 42 Compensations for Audit Board members 4 8 45 44 1,338 1,040 Other Management benefits UPI Banka d.d. Sarajevo 35 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 32. ESTIMATED FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES Fair value of financial instruments is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s-length transaction. Where available, fair value is based on quoted market prices. However, no readily available market prices exist for a significant portion of the Bank’s financial instruments. In circumstances where the quoted market prices are not readily available, the fair value is estimated using discounted cash flow models or other pricing techniques as appropriate. Changes in underlying assumptions, including discount rates and estimated future cash flows, significantly affect the estimates. Therefore, the calculated fair market estimates may not be realisable in a current sale of the financial instrument. It is the opinion of the management of the Bank that the fair value of the Bank financial assets and liabilities are not materially different from the amounts stated in the balance sheets as at 31 December 2006 and 31 December 2005. In estimating the fair value of the Bank’s financial instruments, the following methods and assumptions were used. (a) Cash balances with the Central bank The carrying values of cash and balances with the Central bank are generally deemed to approximate their fair value. (b) Due from banks The estimated fair value of amounts due from banks that mature in 180 days or less approximates their carrying amounts. The fair value of other amounts due from banks is estimated based upon discounted cash flow analyses using interest rates currently offered for investments with similar terms (market rates adjusted to reflect credit risk). The fair value of non-performing amounts due from banks is estimated using a discounted cash flow analysis or the appraised value of the underlying collateral. Allowances are not taken into consideration when calculating fair values. (c) Loans and advances to customers The fair value of variable yield loans that regularly reprice, with no significant change in credit risk, generally approximates their carrying value. The fair value of loans at fixed interest rates is estimated using discounted cash flow analyses, based upon interest rates currently offered for loans with similar terms to borrowers of similar credit quality. The fair value of non-performing loans to customers is estimated using a discounted cash flow analysis or the appraised value of the underlying collateral, where available. Loans at fixed interest rates represent only a fraction of the total carrying value and hence the fair value of total loans and advances to customers approximates the carrying values as at the balance sheet date. (d) Amounts due to banks and customers The fair value of term deposits payable on demand represents the carrying value of amounts payable on demand as at the balance sheet date. The fair value of term deposits at variable interest rates approximates their carrying values as at the balance sheet date. The fair value of deposits at fixed interest rates is estimated by discounting their future cash flows using rates currently offered for deposits of similar remaining maturities. 36 UPI Banka d.d. Sarajevo Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 33. MANAGED FUNDS The Bank manages assets on behalf of third parties. These assets are recorded separately from the Bank’s assets. For its services, the Bank charges a fee amounting from 0.75% to 2.50% p.a. (in 2005 from 0.75% to 2.50% p.a.) of the total amount contributed. 2006 2005 2,519 2,742 18,326 18,838 2,415 3,053 168 482 - 889 23,428 26,004 21,603 23,925 1,799 2,022 23,402 25,947 26 57 UPI Banka d.d. Sarajevo 37 Liabilities Investment Bank of Federation of Bosnia and Herzegovina Companies Investment Guarantee Agency (IGA) Managed on behalf and for the account of Sarajevo Canton, Ministry of finance Managed on behalf and for the account of individuals Total Assets Loans to companies Loans to citizens Total Amounts due to original creditors – managed funds (Note 27) The Bank has not issued any guarantees related to managed funds. Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 34. FOREIGN CURRENCY RISK The Bank takes on exposure to effects of fluctuations in the prevailing foreign currency exchange rates on its financial position and cash flows. The table below provides an analysis of the Bank’s main currency exposures. The remaining currencies are shown within ‘Other currencies.’ The Bank monitors its foreign exchange (FX) position for compliance with the regulatory requirements of the Federal Banking Agency established in respect of limits on open positions. The Bank seeks to match assets and liabilities denominated in foreign currencies to avoid foreign currency exposures. ‘000 KM KM EUR USD Other currencies Provisions Total Cash and cash equivalents 91,903 4,264 355 995 - 97,517 Obligatory reserve with the Central Bank 69,744 - - - - 69,744 1,610 59,398 5,016 2,476 (161) 68,339 232,433 33,780 453 - (18,554) 248,112 Assets available for sale 1,290 29 - - (48) 1,271 Other assets 4,309 373 12 - (188) 4,506 ASSETS Placements with other banks Loans and receivables Fixed and intangible assets Total assets (1) 14,937 - - - - 14,937 416,226 97,844 5,836 3,471 (18,951) 504,426 28,303 32,604 451 - - 61,358 1,890 - - - - 1,890 282,205 108,872 5,340 410 - 396,827 LIABILITIES Due to banks Subordinated debt Due to customers Provisions 1,345 - - - - 1,345 Other liabilities 2,912 128 7 - - 3,047 Other provisions 2,967 - - - - 2,967 319,622 141,604 5,798 410 - 467,434 Balance as at 31 December 2006, net (1) - (2) 96,604 (43,760) 38 3,061 (18,951) 36,992 Total assets as of 31 December 2005 (3) 328,888 119,680 4,507 697 (14,639) 439,133 Total liabilities as of 31 December 2005 (4) 276,475 122,196 3,886 335 - 402,892 TOTAL BALANCE AS AT 31 DECEMBER 2005, NET (3) – (4) 52,413 (2,516) 621 362 (14,639) 36,241 Total liabilities (2) 38 UPI Banka d.d. Sarajevo Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 35. INTEREST RATE RISK Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. The length of time for which the rate of interest is fixed on a financial instrument, therefore, indicates to what extent it is exposed to interest rate risk. The table below provides information on the extent of the Bank’s interest rate exposure based either on the contractual maturity date of its financial instruments or, in the case of instruments that reprice to a market rate of interest before maturity, the next repricing date. It is the policy of the Bank to manage the exposure to fluctuations in net interest income arising from changes in interest rates by the degree of repricing mismatch in the balance sheet. Those assets and liabilities that do not have contractual maturity date or are not interest bearing are banked in ‘maturity undefined’ category. ‘000 KM 0-1 month 1 to 6 months 6 to 12 months Over 1 year Non interest bearing Provision for impairment Total Cash and cash equivalents 87,166 - - - 10,351 - 97,517 Obligatory reserve with the Central Bank 69,744 - - - - - 69,744 Placements with other banks 65,359 1,211 1,744 186 - (161) 68,339 Loans and receivables 59,272 57,607 52,732 97,055 - (18,554) 248,112 - - - 1,224 95 (48) 1,271 Other assets - - - - 4,694 (188) 4,506 Fixed and intangible assets - - - - 14,937 - 14,937 281,541 58,818 54,476 98,465 30,077 (18,951) 504,426 14,476 5,733 6,022 30,806 4,321 - 61,358 ASSETS Assets available for sale TOTAL ASSETS (1) LIABILITIES Due to banks Subordinated debt Due to customers Provisions Other liabilities Other provisions 4 80 80 1,726 - - 1,890 246,710 43,175 45,269 46,031 15,642 - 396,827 - - - - 1,345 - 1,345 2,981 - - 66 - - 3,047 - - - - 2.967 - 2.967 264,171 48,988 51,371 78,629 24,275 - 467,434 Mismatch as of 31 December 2006 (1) - (2) 17,370 9,830 3,105 19,836 5,802 (18,951) 36,992 Total assets as at 31 December 2005 371,889 10,551 31,555 11,197 28,580 (14,639) 439,133 Total liabilities as at 31 December 2005 220,872 20,182 55,802 83,510 22,526 - 402,892 151,017 (9,631) (24,247) (72,313) 6,054 (14,639) 36,241 TOTAL LIABILITIES (2) Balance mismatch as of 31 December 2005 UPI Banka d.d. Sarajevo 39 Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 36. LIQUIDITY RISK Liquidity risk is a measure of the extent to which the Bank may be required to raise funds to meet its commitments associated with financial instruments. The Bank maintains its liquidity profiles in accordance with regulations laid down by the Federal Banking Agency. The table below provides an analysis of assets, liabilities and shareholders’ equity into relevant maturity groupings based on the remaining period from the balance sheet date to the contractual maturity date. It is presented under the most prudent consideration of maturity dates where options or repayment schedules allow for early repayment possibilities. Those assets and liabilities that do not have a contractual maturity date are grouped together under ‘maturity undefined’ category. The Bank is exposed to daily calls on its available cash resources from overnight deposits, current accounts, maturing deposits, loan drawdowns, guarantees and from margin and other calls on cash-settled derivatives. The Bank does not maintain cash resources to meet all of these needs as experience shows that a minimum level of reinvestment of maturing funds can be predicted with a high level of certainty. The Bank sets limits on the minimum proportion of maturing funds available to meet such calls and on the minimum level of interbank and other borrowing facilities that should be in place to cover withdrawals at unexpected levels of demand. ‘000 KM On demand 0-6 months 6-12 months Over 1 year Non defined maturity Provisions Total Cash and due from banks 97,517 - - - - - 97,517 Due from the Central Bank 69,744 - - - - - 69,744 Placements with other banks 65,359 1,211 1,744 186 - (161) 68,339 Loans and receivables 59.272 57,607 52,732 97,055 - (18,554) 248,112 - - - - 1,319 (48) 1,271 4,694 - - - - (188) 4,506 ASSETS Assets available for sale Other assets Fixed and intangible assets Total assets (1) - - - - 14,937 - 14,937 296,586 58,818 54,476 97,241 16,256 (18,951) 504,426 14,476 5,990 6,172 34,720 - - 61,358 LIABILITIES Due to other banks Subordinated debt Due to customers Provisions Other liabilities Other provisions 80 80 1,726 - - 1,890 43,175 45,269 56,815 - - 396,827 - - - - 1,345 - 1,345 2,981 - - 4 62 - 3,047 - - - - 2,967 - 2,967 269,029 49,245 51,521 93,265 4,374 - 467,434 TOTAL LIQUIDITY MISMATCH AS OF 31 December 2006 27,557 9,573 2,955 3,976 11,882 (18,951) 36,992 Total assets as of 31 December 2005 371,889 17,514 38,516 11,197 14,656 (14,639) 439,133 Total liabilities as of 31 December 2005 220,872 38,921 55,802 83,510 3,787 - 402,892 151,017 (21,407) (17,286) (72,313) 10,869 (14,639) 36,241 Total liabilities (2) TOTAL LIQUIDITY MISMATCH AS OF 31 DECEMBER 2005 40 4 251,568 UPI Banka d.d. Sarajevo Annual Report 2006 Notes to the financial statements for the year ended 31 December 2006 (all amounts are expressed in thousands of KM) 37. CREDIT RISK The Bank takes on exposure to credit risk which is the risk upon credit approval and when counterparty will be unable to pay amounts in full when due. The Bank structures the levels of credit risk it undertakes by placing limits on the amount of risk accepted in relation to one borrower, or groups of borrowers, and to industry segments. Such risks are monitored on a revolving basis and subject to an annual or more frequent review. Exposure to credit risk is managed through regular analysis of the ability of borrowers and potential borrowers to meet interest and capital repayment obligations and by changing these lending limits where appropriate. Exposure to credit risk is also managed in part by obtaining collateral and corporate and personal guarantees. Commitments arising from the issuance of letters of credit. Documentary letters of credit, which are written irrevocable undertakings by the Bank on behalf of a customer (mandatory) authorising a third party (beneficiary) to draw drafts on the Bank up to a stipulated amount under specific terms and conditions, are collateralised by the underlying shipments of goods to which they relate and therefore have significantly less risk. Cash requirements under open letters of credit are considerably less than the commitments under issued guarantees or stand-by letters of credit. However, the Bank records provisions against these instruments on the same basis as is applicable to loans. Commitments to extend credit, undrawn loan commitments, unutilised overdrafts and approved overdraft loans. The primary purpose of commitments to extend credit is to ensure that funds are available to a customer as required. Commitments to extend credit represent unused portions of authorisations to extend credits in the form of loans,guarantees or stand-by letters of credit. Commitments to extend credit issued by the Bank represent issued loan commitments or guarantees, undrawn portions of and approved overdrafts loans. Commitments to extend credit or guarantees issued by the Bank which are contingent upon customers maintaining specific credit standards (including the condition that a customer’s solvency does not deteriorate) are revocable commitments. Irrevocable commitments represent undrawn portions of authorised loans and approved overdraft facilities because they result from contractual terms and conditions in the credit agreements. 38. EVENTS AFTER THE BALANCE SHEET DATE Under decisions of the Supervisory board, the following new members of Board of Directors are appointed starting from 1 January 2007: Almir Krkalić Acting Director Till 31 March 2007 Igor Bilandžija Executive Director of Risk Management Till 4 June 2007 38. APPROVAL OF THE FINANCIAL STATEMENTS These financial statements were approved by the Management Board on 19 January 2007. Signed on behalf of the Management Board: ___________________________ Almir Krkalić Acting Director ____________________________________ Livio Mannoni Executive director of the Finance Department UPI Banka d.d. Sarajevo 41 www.upibanka.ba
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