Financial Statements
Transcription
Financial Statements
Zanaco. Big. Strong. Reliable. 2012 Annual Report Vision. Mission. Values. History. Vision To be Zambia’s leading, preferred, admired, and innovative bank that should provide to each of our chosen customer segments a fair deal as we also strive to Bank the Unbanked. Mission To be the number one bank in each of our chosen segments with a special focus on Government, Food and Agriculture and Retail Banking through appropriate technology and distribution channels and with empowered and motivated staff. Values • Excellence • Teamwork • Integrity • Respect • Pride Strategy 2011 - 15 1. Banking the Unbanked, by doubling the number of Retail and Corporate Customers by 2015; 2. Growing the agricultural client base of Zanaco even further, and targeting to become the premier agriculture financier in Zambia; 3. Developing the Small and Medium-sized Enterprise market , ensuring that entrepreneurs have the correct training and access to financial services; and 4. Naturing and further developing the relationship with the Government of the Republic of Zambia (GRZ). GRZ remains a significant shareholder, but also a very important client to Zanaco, and we will continue to provide value - added services to all GRZ stakeholders. History Zambia National Commercial Bank Plc (“Zanaco”) was established in 1969 to service the financial needs of the Zambian economy and it has since evolved into a leading bank nationwide. In 2007, GRZ sold a 49% stake in the Bank to Rabo Financial Institutions Development B.V (RFID), a subsidiary of the Cooperatieve Centrale Raiffeisen-Boerenleenbank (Rabobank) of the Netherlands. Subsequently, RFID sold a 3.41% stake to Lizara Investments Limited (a nominee of the Zambia National Farmers Union, ZNFU followed by the Bank’s Initial Public Offering in 2008 and Employee Share Ownership Programme (ESOP). The Bank remains majority-owned by Zambians and thus is considered “citizen owned”. The relationship with Rabobank enables Zanaco to benefit from technical assistance and best practices in various areas of banking. Our Customers Our customers are fully representative of Zambia as a whole; from Government to the private sector, from multinationals to SMEs, from industrial and agriculture, and from civil servants to the private sector. Reaching out to the Unbanked, Zanaco can truly be considered the People’s Bank. As a citizen owned bank, we take pride in serving Zambians of all walks of life, with fair pricing for our services. Our People Most of our 1,019 staff members are also shareholders in Zanaco and, together with their families, have a direct interest and stake in the long-term success of the Bank. They are empowered, motivated and committed to make a difference. Ownership Structure Post-Initial Public Offering The current ownership structure of Zanaco is as follows: DETAILS % Rabo Financial Institutions Development B.V (RFID) 45.59 Public 26.00 Government of the Republic of Zambia (GRZ) 25.00 Lizara Investments Limited (a nominee of ZNFU) 3.41 Total 100.00 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Contents 02 03 06 08 Financial Highlights Board of Directors Chairman’s Report It is with great pleasure that I present this overview on the performance of Zambia’s leading bank – the Zambia National Commercial Bank Plc., or ZANACO. The Annual Report for the year 2012 demonstrates that we continued to solidify our status as a leading player in the Zambian economy as evidenced by the stable financial results of the Bank and our continued growth. Managing Director’s Report I am delighted to report on the Bank’s year of success. The year 2012 was our 43rd year in existence and can be described as a very encouraging year for the Bank, staff, customers, investors and Zambia as a whole. 2012 Annual Report 10 12 21 22 23 Directors’ Report The Directors submit their report, together with the audited financial statements for the year ended 31 December 2012, which disclose the results for the year and the state of affairs for the Bank as at that date. Statement of Corporate Governance As Zambia National Commercial Bank Plc, we remain committed to the highest standards of corporate governance. This is central to the continued strong performance of the business in a manner which is sustainable in the long term, and to maintaining the confidence of investors. For us, good governance is about managing the business effectively and responsibly in a way which is transparent and shows accountability. Directors’ Responsibility Section 164(6) of the Companies Act, 1994 (as amended) requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Bank and of the profit or loss for that period. Deloitte. Auditor’s Report To the members of Zambia National Commercial Bank Plc. We have audited the accompanying financial statements of Zambia National Commercial Bank Plc, which comprise the statement of financial position as at 31 December 2012, the statement of profit or loss and other comprehensive income, the statement of changes in equity, the statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Financial Statements We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 1 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Highlights 2 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Board Of Directors From left to right Top • Bruce Dick - Chairman • Chintu Y. Mulendema - Vice Chairman Middle • Gertrude M. Akapelwa-Ehueni (Mrs) - Chairperson Human Resources & Compensation Committee • Guy H. Robinson - Non-Executive Director • Frederikus Weenig- Chairman Loans Review Committee Bottom • Martyn H. Schouten - Managing Director 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 3 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Promoting sustainable Board Of Directors development Zanaco’s CSR seeks to promote sustainable development of the communities in which the Bank operates, not just for the present, but for future generations. 4 2 We have a responsible role to play in sustaining the environment: This this paper paper isis environmentally environmentally friendly. friendly. 2012 2012Annual nnual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Executive Management Team From left to right Top • Hamish Chipungu - Director Internal Audit • Martyn H. Schouten - Managing Director • Edward Mutale - Director Finance Middle • Ngenda Nyambe - Director Treasury & Investments • Chimango Chikwanda - Director Human Resources • Ignatius Mwanza - Director Corporate Banking • Sonny Katowa - Director Corporate Support Bottom • Arjan Poels - Director Retail Banking • Suzyo Ngandu - Bank Secretary • Tom Borghols - Director Risk Management 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 5 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Chairman’s Report It is with great pleasure that I present this overview on the performance of Zambia’s leading bank – the Zambia National Commercial Bank Plc., or ZANACO. The Annual Report for the year 2012 demonstrates that we continued to solidify our status as a leading player in the Zambian economy, as evidenced by the stable financial results of the Bank and our continued growth. With 63 branches, 121 Zanaco Xpress outlets and 9 agencies nationwide, ZANACO progressively delivers on its vision to be Zambia’s bank of choice. Performance The 2012 financial year saw the Bank increasing its Profit After Tax from ZMK 120,513 million to ZMK 156,088 million. The customer growth rate rose to 32 % during this time, a significant improvement on the 22 % achieved the year before. ZANACO now has more than 617,000 customers countrywide, ranging from private individuals to small-scale farmers, to SMEs, local and international Corporate customers, multilateral organizations and to the Government of the Republic of Zambia. Through out all this, ZANACO is proud to have remained “the People’s Bank” since its founding in 1969. The advances portfolio has once again seen positive growth and has increased to ZMK 2.6 billion - a 40% improvement on the previous year. This reaffirms ZANACO as being one of the country’s leading lenders. The review and reduction of operational costs were effected as per our plans established last year. Costs continue to be under control and in line with business growth, while they are scheduled to reduce gradually in the coming years. Economic Prospects The Zambian economy continued on a sustained growth path in 2012. Preliminary figures place the real growth in Gross Domestic 6 Product at 7.3% compared with 6.8% in 2011. This was largely driven by agriculture, construction, manufacturing, transport, mining, storage and communications. Zambia’s economic prospects are underpinned by an expected robust domestic performance driven by the agriculture, mining, construction and tourism sectors. Corporate Social Responsibility As part of our continued strategy to “Bank the Unbanked”, ZANACO once again reached more than 10,500 people directly through financial education activities aimed at children, SMEs, farmers, youth and members of staff. During 2012, the Bank also extended its programme to include health issues, with a focus on the provision of clean drinking water, environmental support and occasional donations to meet various community needs. Five communities were serviced, with over 2,190 community members benefiting from the projects. These included Da Gama School for the disabled, Twamutambula orphanage and Mweembe Health Post, amongst others. Another CSR initiative adopted during the year was the Young Women’s Christian Association (YWCA) where the Bank made a donation towards an improved service provision. The Management and staff at ZANACO strongly believe that all women deserve to live in a gender-based violence-free society. However, when such unfortunate incidents do occur, women have the right to appropriate safety, counselling and material support. We were honoured to support the YWCA as they provide these critical services, and we continue to look forward to a society free of gender-based violence. Our CSR strategy also acknowledges that, as the reigning champions of Africa, Zambia is a proud football nation. Not only We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 does this sport play an important role for recreation, it also encourages good mental and physical health while promoting team work and more inclusive social behaviour. At ZANACO, we are playing our part to offer the children of Zambia, particularly in underprivileged communities, the opportunity to benefit from the sport and have since donated 400 soccer balls though Play Soccer Zambia to kick-start an active young society. We firmly believe that all children should be given equal opportunities in order to succeed in life and that through CSR and other support, they can grow into thriving and productive citizens. Achievements We are extremely proud to once again be the recipients of the Best Bank in Zambia Award, an accolade bestowed on us by Euromoney for the 2nd year time in a row for consistently reported increases in profitability and lending since ZANACO’s privatisation in 2007. This was a great honour for us and a validation of our mission to be Zambia’s number one bank. In this same light, receiving the Best Corporate Governance Award from the Lusaka Stock Exchange, also for the 2nd time in a row, was an additional feather in our cap and a welcome token of recognition for the hard work and dedication that goes into ensuring that we remain the steadfast and reliable banking partner that we are. We are very proud and committed to ensuring that there is full disclosure and that market-leading governance procedures are always in place. Another positive result is that ZANACO’s growth has also led to a soaring market capitalisation: the Bank’s market capital grew by more than 65% in 2011, truly cementing our leading standing in the Zambian banking industry. With all of these 2012 Annual Report successes firmly under our belt, our commitment to targeting the two-thirds of Zambia’s population that remains ‘Unbanked’ has truly been reignited, while our widespread and growing national network ensures that we remain the bank that is best positioned to do so. Board of Directors In an unprecedented move, the Board engaged an external consultant to undertake a Board Self-evaluation Effectiveness Review. This clearly demonstrated the Board’s willingness to be introspective in its approach to assessing its own performance. The Board engaged in both formal and informal interactions during the course of the year which helped to foster good relationships and create unity of purpose. In closing, I would like to once again commend the Management and Staff of the Bank for their dedication to building on the successes of the previous years while continuing to work towards strengthening the areas that need attention. ZANACO remains committed to its long-term vision of transforming into a more customer and service-centric organisation and we look forward to working towards that goal as we embark on yet another new year. Bruce Dick Chairman Future Prospects We are more positive than ever about the future prospects of the Bank. Our resolve to be a positive force in the growth of the Zambian economy remains unchanged and our positive reputation amongst our partners and customers bodes well for the coming months as we continue to work towards increasing our distribution network and customer base. As we aim to reach our 1,000,000 customer target by 2015, we will continue to expand our distribution channels and offer costeffective financial services to the ‘Unbanked’. We will also continue investing in innovative technological solutions to further harness opportunities in the field of mobile telephone banking, while at the same time building on the successes of our existing strategic partnerships. Our unique position in being able to offer financial services to all existing districts remains a critical factor in our future growth and prosperity and we will look to strengthening this feature of our operations as we continue to move forward. We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 7 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Managing Director’s Report I am delighted to report on the Bank’s year of success. The year 2012 was our 43rd year in existence and can be described as a very encouraging year for the Bank, staff, customers, investors and Zambia as a whole. Our results of ZMK 238 billion Profit Before Tax shows an attractive ZMK 53 billion increase over 2011, continuing the sustained and meaningful improvement in financial results over the past 5 years. Our continued strong financial performance ensured that we delivered consistently against our goals, reconfirming our commitment to truly being “The People’s Bank” in Zambia. We remained firmly committed to our primary goal to Bank the Unbanked and we delivered this year again on our long-term promise. This is our pledge. This is what we mean to Zambia. In late 2011, the Government of the Republic of Zambia announced an official Inquiry into the sale of 49% of ZANACO shares plus management rights to Rabobank of the Netherlands in 2007. Management and staff cooperated fully during this investigation. The outcome of this inquiry was not available at the time of print. Recognition Our commitments to quality were demonstrated by back-to-back awards by Euromoney for being the `Best Bank in Zambia 2012’ and by the Lusaka Stock Exchange for `Best Corporate Governance’. ZANACO received both awards in 2012 for its outstanding performance in 2011, while it received the same awards in 2011 for an equally excellent performance in 2010. The Bankers Association of Zambia also recognised ZANACO for its `Excellence in Banking the Unbanked’ and its ‘Financial Literacy Programme’. We are proud of this local and international recognition, and we will continue to strive to exceed these high quality standards. The spirit of the country was dominated by football both at the start and the close of the year. We kick-started the year with the Chipolopolo Boys bringing home the Africa Cup of Nations (AFCON) 2012 trophy. We closed the year with the ZANACO Football Club 8 winning the FAZ/MTN Super Division Premier League Cup, thereby qualifying for the Confederation For African Football (CAF) tournament 2013. Economic Overview ZANACO became the best capitalised Bank in Zambia by being the first bank to meet the new minimum capitalisation requirements of the Bank of Zambia. Not only did ZANACO meet the new capital requirements for local banks (up from USD 2.5 Million to US$20 Million), it also surpassed the significantly higher new minimum capital requirements for foreign banks (US$100 Million), even though it is majority owned by Zambians. Other significant economic highlights introduced by the Government included the: • Introduction of the Bank of Zambia Policy Rate - The Policy Rate was initially set at 9% but closed the year at 9.25%. Bank lending rates must be benchmarked against the Policy Rate, rather than against individual Bank Base Rates. Overall, bank lending rates have continued to drop consistently across the board for all customer types during the year. • Introduction of Statutory Instrument No. 33 in May 2012, prohibiting the use of foreign currency in domestic transactions in order to reinforce the Kwacha as the country’s legal tender. The Kwacha appreciated significantly against the US Dollar in the period immediately after this event to reach a year high of ZMK 4,840; it closed the year at ZMK 5,235 to the US Dollar. Performance During the year, we concentrated on being active in all segments of the Zambian economy. We focused on SMEs both in terms of training as well as offering a broad array of fundamental banking services. We continued to focus on Government as our largest stakeholder. As a citizen-owned Bank we have an obligation to our shareholders to sustain our financial results. We remain true to this promise and are delighted to see an increasing volume of Government business being committed on a regular basis. We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 In 2012, we invested heavily in reviewing and refining our products in line with our customers’ needs. We ran a very popular campaign to “Invest in Zambia” by reducing our competitive interest rates even further for a limited period of time. This interest rate reduction attracted a large number of scheme loan applications and contributed to the growth of advances by 40% compared with 10% in 2011. Alongside this, we continue to make impressive improvements to our Non Performing Loans which are 3% better than the market average. Distribution ZANACO is proud to have more than 617,000 customers and has firmly positioned itself as the largest bank network in Zambia with 63 existing branches. We opened 4 new outlets at Acacia Park, Levy Junction and Crossroads in Lusaka and Jacaranda Mall in Ndola. Our mobile truck continued operating in the Kabwata, Chelstone and Chilenje areas of Lusaka, whilst our Zanaco Xpress operations, supported by our 9 agencies, served customers in a further 130 locations nationwide. This is by far the largest branch footprint in the country. We will continue to expand our outreach by investing in mobile telephone functionality, ensuring that customers have a wide range of affordable and practical banking services through their mobile phones. Customer Service Our growing customer base means that we have to improve the ways in which we serve our diverse array of customers. We started to strategically address queues by deploying Customer Service Representatives in all the branches, whilst at the same time monitoring all the branches for customer service level improvements. The Bank also undertook its second Customer Satisfaction Survey, a first full mystery shopping exercise as well as to hold focus group sessions to gather feedback from customers, to measure and then act on this feedback. The Bank also increased operating hours in selected branch and the Call Centre in response to customer requests. Meanwhile, 2012 Annual Report our operational challenges continue to reduce and although I believe we have taken the first important steps towards customer service improvement, we recognise that we have many more milestones to meet. On the back of this, we have invested heavily in our Business Efficiency Programme (BEP) to improve our processes and therefore our customer service. The specialised BEP team started to critically analyse the key processes in the Bank, including card issuance, loan processing and payments processing. These key areas were identified as imperative to making business easier for our customers and to closing the gaps on our internal processes, thereby enhancing security, reducing costs and further improving the customer experience. We expect the main changes to start bearing fruit in the fourth quarter of 2013. We certainly understand that, today, quality service and ease of doing business is what makes all the difference for customers. As such, ZANACO acknowledged the constructive feedback and rewarded 10 customers for their contribution towards our service improvement efforts. Our People Our enhanced communication efforts to and from our staff and customers provided more platforms for clear and transparent communication. This took place through the Intranet, the website and face-to-face gatherings so as to communicate the short, medium and long term strategies of the Bank. ZANACO is increasingly well positioned as an attractive and fair employer of choice, which is evident from the results of the Staff Engagement Survey results. The Bank also embarked on its first ever Customer Service Awards where efforts made by staff to improve service both internally and externally were recognised. This was coupled with other team building activities and interactions such as Long Service Awards, an inter-departmental football league and several events to celebrate our distinguished awards. We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. Corporate Social Responsibility As part of our continued strategy to ‘Bank the Unbanked’ through financial fitness education in 2012, the Bank reached more than 10,500 children, SMEs, farmers, youth and members of staff. During this time, the Bank also extended its CSR programme to include health matters, with a focus on the provision of clean drinking water, environmental support and occasional donations to meet various community needs. In addition to this, the Bank started the journey to sensitizing staff on environmental health, with the aim of providing a sustainable green working environment in the near future. As the leading bank in Zambia, we understand our responsibility to demonstrate the way forward within our communities. Outlook for 2013 We are positive about the coming year. Our Business Efficiency Progamme will take centre stage in embedding our focus for 2013 on Service Improvement, Operating Efficiency, Governance, Control and Customer Growth. 2012 was a very fruitful year for ZANACO and, as always, such achievements cannot be executed without the direction of the Board of Directors and the support of Management and Staff. I offer them all my gratitude and continued support for the coming years and I look forward to working with both the ZANACO team and our valued customers in ensuring that 2013 will continue to see the Bank go from strength to strength. Martyn H. Schouten Managing Director 9 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Directors’ Report The Directors submit their report, together with the audited financial statements for the year ended 31 December 2012, which discloses the results for the year and the state of affairs for the Bank as at that date. PRINCIPAL ACTIVITIES The Bank is engaged in the business of commercial banking and the provision of related services. The Bank has continued with its network expansion programme during the year. SHARE CAPITAL There were changes in the authorised and issued share capital during the year with the former increasing from K15,000 million to K100,000 million and the latter increasing from K11,550 million to K86,625 million by the issue of bonus shares of 13 to 2. RESULTS AND DIVIDEND The net profit for the year of K156,088 million has been transferred to retained earnings. The Bank paid dividends during the year amounting to K32,340 million in respect of 2011 profit. The Board has recommended a final dividend of K42,013 million for the year ended 31 December 2012. DIRECTORS The Directors who held office during the year and to the date of this report were: Mr B Dick - Chairman Mr C Y Mulendema - Vice Chairman Mr M H Schouten - Managing Director Mrs G M Akapelwa Ehueni - Non-Executive Director Mr G Robinson - Non-Executive Director Mr F Weenig - Non-Executive Director NUMBER OF EMPLOYEES AND REMUNERATION The total remuneration of employees during the year amounted to K235,725 million (2011: K 207,550 million) and the average number of employees for each month of the year was as follows: Month Number Month Number January 919 July 992 February 945 August 985 March 961 September 980 April 961 October 980 May 989 November 1,007 June 986 December 1,019 The Bank has policies and procedures to safeguard the occupational health, safety and welfare of its employees. GIFTS AND DONATIONS During the year, the Bank made donations of K2,709 million (2011: K1,934 million) to charitable organisations and events. PROPERTY, PLANT AND EQUIPMENT The Bank purchased property and equipment amounting to K61,527 million (2011: K64,762 million) during the year. In the opinion of the Directors, the recoverable amount of property, plant and equipment is not less than the carrying value. 10 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 RESEARCH AND DEVELOPMENT The Bank did not incur any research and development costs for the year 2012 (2011: Nil). RELATED PARTY TRANSACTIONS Related party transactions are disclosed in Note 32 to the financial statements. DIRECTORS’ EMOLUMENTS AND INTERESTS Directors’ emoluments and interests are disclosed in Note 32 to the financial statements. PROHIBITED BORROWINGS OR LENDING There were no prohibited borrowings or lendings as defined under Sections 72 and 73 of the Banking and Financial Services Act, 1994 (as amended). RISK MANAGEMENT AND CONTROL The Bank, through its normal operations, is exposed to a number of risks, the most significant of which are credit, market, operational and liquidity risks. The Bank’s risk management objectives, policies and strategies are disclosed in Note 4 of the financial statements. COMPLIANCE FUNCTION The Bank has a compliance function which has the responsibility to monitor compliance with regulatory requirements and the various internal control processes and procedures. SIGNIFICANT EVENT As reported in the last Directors’ Report contained in the 31 December, 2011, Financial Statements, the Commission of Inquiry appointed by the Republic of Zambia (GRZ) completed its hearings and receiving of submissions on 9th February 2012. In line with the Bank’s highest Standard of Corporate Governance Practice, Management fully cooperated with the Government Commission of inquiry. As at the reporting date, the announcement of the findings and recommendations of the Commission of Inquiry had not been made public. KNOW YOUR CUSTOMER (KYC) AND ANTI-MONEY LAUNDERING (AML) POLICIES The Bank has adopted Know Your Customer (KYC) and Anti-Money Laundering (AML) policies and complies with current legislation in these areas. AUDITORS The Bank’s auditors, Messrs Deloitte, indicated their willingness to continue in office. A resolution proposing their reappointment and authorising the Directors to fix their remuneration will be put forward at the Annual General Meeting. By order of the Board. MRS. S. NG’ANDU SECRETARY Date: 23 February 2013 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 11 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Statement of Corporate Governance Introduction As Zambia National Commercial Bank Plc, we remain committed to the highest standards of corporate governance. This is central to the continued strong performance of the business in a manner which is sustainable in the long term, and to maintaining the confidence of investors. For us, good governance is about managing the business effectively and responsibly in a way which is transparent and shows accountability. On the following pages, we set out our approach to corporate governance, which includes the policies and structures that we have put in place. This is an effort to ensure that our reporting on governance matters is clear, concise and well structured. Our corporate governance procedures are aligned to international practices and structures to ensure proper checks and balances. The Bank is fully in compliance with the requirements of the Banking Act, Companies Act and Securities Act and it has adopted the LuSE Corporate Governance Guidelines and the BOZ Guidelines on Corporate Governance. Board Performance The Board is responsible for the long-term success of the company. The Board of Directors retains full and effective control of the Bank and monitors the Executive Management team. The Board is also responsible for the Bank’s direction, policies and strategies and all investment and divestment decisions. It also ensures that the Bank meets its responsibilities towards all its stakeholders and that it is prudently managed against the major risks inherent in general business dynamics. In this respect, the Board makes key decisions to ensure that it retains proper direction and control of the Bank. The Directors bring in experience and expertise from their own 12 fields of business to ensure that the debate on matters of strategy, policy and performance is robust, informed and constructive. Furthermore, the roles of the Chairman and Managing Director do not vest in one person. The Board structure is such that no one individual or group dominates the decision making process. There is a schedule of matters reserved for the entire Board’s approval and a clear delegation of authority to the Managing Director and other senior executives within the Bank for specific matters. A procedure exists for the determination of matters arising between scheduled meetings. There are established procedures in existence for planning and capital expenditure, making of investments, information, reporting systems and for monitoring the Bank’s business and performance. Newly appointed Directors are not only scrutinised and subjected to a fit and proper test by the Bank of Zambia, but are also subjected to a final approval by shareholders at the Annual General Meeting. The Company’s Articles of Association provide that, on a rotation basis, one third of the Directors resign every year and, if eligible, they can then offer themselves up for re-election. In line with accepted best practice, all Directors are subjected to re-election at regular intervals. Board Members are also exposed to continuous learning through various initiatives. The Chairman and Managing Director, in consultation with the Bank Secretary, agree on the agenda for Board meetings, but all Board Members are entitled to raise other matters. The Chairman ensures that all Board Members are properly briefed on all issues arising from the Board meetings. It is the responsibility of the Executive Management to ensure that the Board is supplied with information in a timely manner and of quality appropriate enough to enable it to carry out its duties. The Board, which comprises five Non-Executive Directors and the Managing Director, are confident that they have the knowledge, talent and experience to lead a listed Bank. The Non-Executive Directors are independent of Management and exercise their independent judgement with their in-depth knowledge and experience. Please refer to the Directors’ Report for a list of the Directors who held office in the year under review. To ensure transparency, the activities of the Board are documented and planned. Although the Board has ultimate responsibility for the success of the Bank, this is managed on a delegated basis. The Board appoints the Chief Executive Officer and monitors his or her performance in leading the Bank and providing operational and performance management in delivering the strategy. The Chairman, with assistance from the Chief Executive Officer and Company Secretary, is responsible for ensuring that Directors are supplied with information in a timely manner to enable them to discharge their duties. The Chief Executive Officer provides a regular report to the Board that includes information on operational matters, the operating environment, strategic development, corporate social responsibility, human resources and stakeholder relations. Our Board composition remained intact, with the experience and expertise of the Board members having been brought to bear. In an unprecedented move, the Board engaged an external consultant to undertake a Board evaluation. This clearly demonstrated the Board’s willingness to be introspective in its approach to assessing its own performance. The Board enganged in both formal and informal interactions during the course of the year, which helped to foster good relationships and create unity of purpose. Equitable Treatment of Minority Shareholders The corporate governance framework of the Bank ensures that equitable treatment of shareholders, including minority shareholders, is achieved by: • Ensuring that the Board adopts a shareholders’ perspective when making decisions and ensuring minority interests are protected • Improving communications and interactions between minority shareholders, Board Members and Management We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 • Appointment of Directors is subjected to the final approval of all shareholders, including minority shareholders, at the Annual General Meeting • Ensuring the minority shareholders are duly accorded with their three basic rights:o The right to seek information o The right to voice an opinion o The right to seek redress Management Team Our Executive Management Team remained dynamic. The team provided leadership and direction for the organisation. Respective members of the Executive Team participated in various industry initiatives such as those initiated by the Bankers Association of Zambia (BAZ) and its Committees. Succession planning also forms part of the responsibility of Senior Management to ensure that there is continuity in the organization. The Team conducted a Staff Engagement Survey, while the Senior Team visited Branches within the network. Risk Management and Control The Board continued to manage both risks and controls in the organization. The Board regularly reviewed the effectiveness of the Bank’s system of risk management and internal control processes, including financial, operational and compliance controls and risk management systems. To this end, the Credit Policy, which was last reviewed in 2008, was amended to include, among other things, set guidelines on credit risk acceptability. The policy was also condensed to make it more concise and user friendly to our staff. The Risk Appetite Statement was also adopted by the Board in November 2012. For the Board, a key requirement is that the Bank has robust 2012 Annual Report processes to identify, evaluate and manage risk so that Directors have visibility of the major risks. The Bank has developed a system of internal controls that encompasses the policies, processes, tasks and behaviours that seek to facilitate the effective and efficient operation of the Bank. The Internal Audit team independently reviews the risk identification procedures and control processes implemented by Management. It provides objective assurance of the operation and validity of the systems of internal control through a programme of cyclical reviews, making recommendations for business and control improvements as required. The Bank also developed policies and procedures to drive consistency and clarity on how risks are managed and subsequently reported. During the year under review, the Frauds Policy and the Market Risk Policy were approved by the Board. The Board accepts final responsibility for the risk management and internal control systems of the Bank. It is the responsibility of Management to ensure that adequate internal financial and operational control systems are developed and maintained on an on-going basis in order to provide reasonable assurance regarding: • effectiveness and efficiency of operations • safeguarding of the Bank’s assets (including information) • compliance with applicable laws, regulations and supervisory requirements • reliability of accounting records • business sustainability under normal as well as adverse conditions, and • responsible behaviour towards all stakeholders. The efficiency of internal control systems is dependent on their compliance with prescribed measures. There is always a risk of staff non-compliance with such measures. Consequently, even a strict and efficient internal control system can provide no more reason- We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. able measures of assurance in respect of the above mentioned objectives. Internal auditors monitor the operations of the internal controls and report to Management and the Audit Committee on their findings and recommendations. All critical Information Technology (IT) is backed up and the Bank has put in place well documented business continuity and disaster tolerant procedures for all mission critical operations and systems. The procedures are tested periodically and the Board is of the opinion that they meet the acceptable criteria. Financial Reporting The Directors accept final responsibility for the preparation of the annual financial statements which fairly present: • the financial position of the Bank as at the end of the year under review, and • the financial results of operations as well as the cash flows for that period. The responsibility for compiling the annual financial statements was delegated to Management. The external auditors report on whether the annual financial statements are fairly presented. The Directors are satisfied that during the year under review: • adequate accounting records were maintained • an effective system of internal control and risk management monitored by Management was maintained • appropriate accounting policies supported by reasonable and prudent judgments and estimates were used consistently, and • the financial statements were compiled in accordance with International Financial Reporting Standards approved by ZICA, the Banking and Financial Services and the Zambian Companies Act, the Securities Act, and the Stock Exchange Listing Rules. The Directors are also satisfied that no material event has occurred between the financial year-end and the date of this report. 13 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Statement of Corporate Governance The Board met on a quarterly basis throughout the year. The attendance by the Directors during the year was as follows: Director’s Name February Mr B Dick - Mr C Y Mulendema Mrs G M Akapelwa-Ehueni - Mr G Robinson - Mr F Weenig - Mr M H Schouten - NED NED NED NED NED ED a a a a a a 2012 May September November a a a a a a a a a a a a a a a a a a *NED - Non-Executive Director *ED - Executive Director Directors’ Compensation The disclosure of Directors’ fees and remunerations is made in Note 32 of the financial statements. The Directors do not have any shares in the Bank and are not entitled to share options. Directors’ fees and any amendments are approved by shareholders at the Annual General Meeting. Board Evaluation The Board engaged an external third party to review the effectiveness of the Board in line with accepted best practice. The review sought to identify specific areas in need of improvement or strengthening, while the recommendations for any actions to be taken where discussed by the entire Board. The review and evaluation include, among other things, the assessments of the Board’s: • performance against its objectives at the beginning of the year • effectiveness with respect to the Bank’s strategic direction • responsiveness to shareholders and stakeholders’ concerns • maintenance and implementation of the Board’s governance principles • access to and review of information from Management and the quality of such information • review of the composition and diversity of the skills and exposure of the Board, and • continuous professional development for Board members. 14 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Board Committees In order to enable it to discharge its executive functions, the Board has established four principal standing Committees, each governed by written terms of reference defining the frequency of meetings, power and duties, and reporting obligations. These Committees continuously evaluate the progress made towards meeting the Bank’s overall objectives, in addition to ensuring the efficient and effective management of the entire Bank’s core functions. A Non-Executive Director chairs each of the four Committees. The said committees are Audit, Loans Review, Credit and Human Resources and Compensation. Audit and Risk Committee The Audit and Risk Committee is chaired by a Non-Executive Director and consists of two other Non-Executive Directors. The Committee meets at least four times per year to evaluate, amongst other things, accounting practices, the internal control systems and the auditing and financial reporting. Its tasks include evaluating critical risk areas identified with the help of Management, as well as reporting on these to the Board. The Committee operates under a formal charter approved by the Board and the Committee Members have unlimited access to all information. Certain members of Management including the Managing Director are invited to attend and give feedback at Committee meetings. The Audit Committee also recommends to the Board the remuneration of the external auditors. The Committee also holds separate meetings with the Director of Internal Audit and the external auditors when required, in order to ensure that matters are considered without undue influence. The attendance by the Directors during the year was as follows: Director’s Name 2012 Feb May Mr C Y Mulendema - NED a a Mr B Dick - NED a a Mrs G M Akapelwa-Ehueni - NED a a September a a a November a a a *NED - Non-Executive Director Loans Review Committee The Loans Review Committee is chaired by a Non-Executive Director and consists of two Non-Executive Directors and one Executive Director, who is also the Chief Executive Officer of the Bank. On a quarterly basis, the Committee reviews the collectability of the Bank’s lending portfolio by not only ensuring adherence to statutory and regulatory requirements, but also ensuring that lending practices and procedures are in line with the credit policy of the Bank, including on matters relating to provisions and allowances for impairment. 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 15 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Statement of Corporate Governance The attendance by the Directors during the year was as follows: Director’s Name Mr F Weenig - NED Mr C Y Mulendema - NED Mr M H Schouten - ED Mr B Dick - NED 2012 February May a a a a a a a a September November a a a a a a a a *NED - Non-Executive Director *ED - Executive Director Credit Committee The Credit Committee is chaired by a Non-Executive Director and consists of two other Non-Executive Directors and one Executive Director, who is also the Chief Executive Officer of the Bank. Certain members of the Executive Management Committee attend by invitation. The Credit Committee supervises the effective implementation of credit and risk management policies and ensures the enhancement of the Bank’s credit risk management systems and processes, in line with best practices in loan rating/credits, risk modelling, loan pricing and strategic loan management, including the identification and control of the concentration of risk. The Credit Committee also approves credits with values beyond the mandate of Management. The attendance by the Directors during the year was as follows: Director’s Name February Mr B Dick - NED a Mrs G M Akapelwa-Ehueni - NED a Mr G Robinson - NED a Mr M H Schouten - ED a 2012 May September a a a a a a a a November a a a a *NED - Non-Executive Director *ED - Executive Director Human Resources and Compensation Committee The Committee provides oversight over the remuneration and compensation for Senior Management and key personnel in the Bank, so as to retain and motivate staff to perform at the level of quality required. Currently, the Bank participates annually in local market surveys and those focusing on the rest of Africa in order to ensure market related salaries are paid and that market related trends are also followed when changes are made to employee benefits. The remuneration of all managerial staff in the Bank is also linked to their individual performance. The attendance by the Directors during the year was as follows: Director’s Name 2012 February May September November Mrs G M Akapelwa-Ehueni - NED a a a a Mr G Robinson - NED a a a a Mr C Y Mulendema - NED a a a a Mr M H Schouten - ED a a a a *NED - Non-Executive Director *ED - Executive Director 16 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Code of Conduct The purpose of the Code of Conduct is to regulate the required standards of corporate behaviour by which the Bank is judged in all and its operations. Therefore, the Code of Conduct stipulates the standards by which individuals within the Bank are judged. The objectives of the code are: • integrity • staff interest and gifts • conduct of business / communication with customers • duty to supervise • skill, care and diligence • customer due diligence / know your customer • conflict of interest Members of staff as well as agents are being subjected to continued training on the contents of the Code of Conduct to enable them to understand and appreciate these important guidelines, which control their conduct in their daily activities as Bank employees. In 2012, we introduced a formal procedure requesting Board Members and Management to fill out a Declaration of Interest Form on an annual basis. Directors have a continuing duty to update any changes in these interests at each Board meeting. Bank Secretary The Board appoints the Bank Secretary and all Board Members have access to the services of the Bank Secretary. Where necessary, the Board may seek independent professional advice on some matters. The Bank Secretary ensures the following: • annual calendar for Board meetings is circulated to all Board Members after approval • adequate information is provided to all the Members prior to commencement of the Board and sub-committee meetings • culture of Good Corporate Governance is promoted • liaison with Securities and Exchange Commission (SEC), the Lusaka Stock Exchange (LuSE) and Patents and Companies Registration Agency (PACRA) • statutory registers are maintained • key liaison for investors and contact point forshareholders, and • Board is updated on relevant statutory amendments and developments. External Audit The external auditors are responsible for reporting on whether the financial statements are fairly presented in accordance with International Financial Reporting Standards and in the manner required by the Zambian Companies Act and the Banking and Financial Services Act. Consultation occurs between external and internal auditors to effect an efficient audit process. The external auditors consider all the reports issued by the Internal Audit Department and which are duly supplied to them by the Bank. Internal Audit Internal audit is an independent, objective assurance and consulting activity designed to add value to the Bank as well as to improve its operations. It helps the Bank accomplish its objectives by bringing a systematic and disciplined approach to evaluating and improving risk management, control and governance processes. 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 17 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Statement of Corporate Governance Internal audit plans are prepared using a risk assessment model that ensures audit resources are directed towards high risk areas of the Bank. The plan is developed in consultation with Management and approved by the Audit Committee to ensure independence of the audit function, the Director Internal Audit functionally reports to the Audit Committee and administratively to the Managing Director. The internal audit function is governed by the Internal Audit Charter which defines the purpose, authority and responsibility of the internal audit function. The Internal Audit Charter is reviewed and updated to meet best international practices at least once a year. Compliance Function The Bank has set up an independent Compliance Function, guided by the Compliance Charter, which defines the fundamental principles, roles and responsibilities of the Compliance Functions within the Bank, as well as its relationship with Executive Management, the Board of Directors and the business and operational functions. The Charter further stipulates the mission of the Compliance Function, which is to promote, monitor and safeguard the integrity of the Bank. The Charter will be updated from time to time to reflect the legal and regulatory evolution which shall be communicated to all staff. The Board of Directors is responsible for formally approving the compliance policy set by the Executive Management. The efficiency and implementation of the policy will be evaluated on a quarterly basis by means of a status report provided by the Executive Management to the Board. The Compliance Function also independently reports to the Board Audit and Risk Committee material compliance issues in the Bank through the Compliance Quarterly Report to enable the Board to appreciate the level of compliance risk and to solicit for their timely guidance. The objectives of the Independent Compliance Function are to: • identify and evaluate the compliance risks within the Bank • organise, co-ordinate and structure compliance related controls • control and monitor all measures taken to mitigate compliance risks • report to the Executive Management and the Board of Directors as appropriate, and • act as the compliance advisor within the Bank. The Compliance Function and Compliance Monitoring programme are subject to an independent review by both an internal and external audit for the appropriateness of the policies and implementation. Anti-Money Laundering Policy The Bank has enhanced its Anti-Money Laundering procedures by gaining access to an internationally reported database for people and entities who are reported to be involved in money laundering and terrorist financing activities. This is an important control measure that ensures that the Bank only deals with customers and counter-parties with high integrity. Following the introduction of Anti-Money Laundering directives in 2009 by the Securities and Exchange Commission, the Bank has further endeavoured to ensure that all the requirements of the directives are met. The training of staff on Anti-Money Laundering matters is an on going critical activity of the Bank which is designed to transfer sufficient knowledge to all members of staff. Whistle Blowing The Whistle Blowing Policy is intended to make it easier for members of staff, consultants and other service providers to report irregularities in good faith without needing to fear that those actions may have adverse consequences for them. The Whistle Blowing Policy is a key element in demonstrating the Bank’s commitment to the highest possible standard of transparency, integrity, probity and accountability in its operations with all stakeholders. Protecting the integrity and reputation of the Bank requires the active support of all members of staff who, in most cases, are the first to notice and who are required to report incidents of suspected fraud, corruption, collusion and coercion and other serious infringements of the rules and policies in force at the Bank. By creating an environment of trust and maximum protection for members of staff through this policy, the Bank wants to encourage them to co-operate in full. The policy has put in place arrangements that ensure that members of staff who report irregularities in good faith are afforded the utmost confidentiality and the greatest degree of protection against any retaliations or reprisals, whether actual or threatened, as a result of their whistle blowing. In this regard, the Whistle Blowing Policy was revised and approved by the Board in the year under review to reflect the enhanced procedures for reporting malpractice through the Trusted Person. 18 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Stakeholder Communication The Bank continued to engage with its key stakeholders using various channels. This included the following: • Annual General Meeting which affords the Minority Shareholders the opportunity to interact with Board and Management • Investor Relations presentations for both Domestic and International Institutional Investors as well as one on one meetings with representatives of various Fund Managers, and • Online Investor Relations Portal through which both existing and potential investors can access information and have access to Management. To underscore the governance principles of disseminating timely and relevant information, all presentations made are uploaded on our website. In addition, we have put in place an Insider Trading Policy which ensures that the release of Price Sensitive Information is properly managed, and particularly prohibits the Board, employees and their related parties from trading during restricted periods i.e. “closed windows”. Environmental and Social Management Policy Compliance with Legislation on Environmental and Social aspects of business are increasingly becoming focal measurement point for Good Governance. Our approach as a Bank has been to develop and implement innovative monitoring and screening processes that adhere to both our internal guidelines and the Zambian Environmental Laws. Alongside the environmental laws, the Bank has developed a detailed environmental assessment screening process which is an integral part of loan origination and appraisal processes. Broadly, the process is categorized in three parts: • Category A – Projects with potential significant adverse social or environmental impacts • Category B – Projects with potential limited adverse social or environmental impacts • Category C – Projects with minimal or no significant social or environmental impacts As a good corporate citizen, ZANACO intends to actively work towards the realization of sustainable development. Through our business activities and services, the Bank will support environmental conservation efforts within its operational scope as well as those in the service supply chain in order to contribute to the realization of sustainable development in Zambia. The Bank is committed to raising staff awareness on environmental issues and sustainable development and encourages staff observance of the following at the workplace: Basel II • Prevent pollution by reducing, reusing and recycling materials and goods purchased • Encourage energy saving, reduce water consumption, and promote good housekeeping practices • Improve and maintain the quality of the working environment within the Bank and all our branches/affiliates (internal air quality, water quality, waste management, paper use, energy use, etc). The implementation of the International convergence of Capital Measurement and Capital Standards also known as Basel II has started in earnest following the issuing by Bank of Zambia of draft regulations for Credit risk, Operation risk and Market risk under Pillar 1. Basel II will apply to all Banks operating in Zambia and the implementation process is expected to be completed by December 2013. Zambia National Commercial Bank has structures and resources in place which will ensure full implementation and compliance of the Basel II requirements in line with guidelines issued by Central Bank. Corporate Social Responsibility (CSR) Financial Fitness: ZANACO’s major CSR strategy focuses on equipping citizens with personal final management skills through the Financial Fitness Programme to help them make informed judgements and take effective actions regarding the current and future use of money. The target audience for the Financial Fitness Programme comprises children through the school system, youths through colleges, adults through the media and business groups (farmers and SMEs) through trainings and partnership with membership organisations such as the Zambia National Farmers Union. 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 19 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Statement of Corporate Governance Financial Fitness 2012 achievements Target group Number of people reached in 2012 Number of people reached from 2009 Children Youths and students SMEs Farmers Members of staff 6,500 2,000 1,072 1,024 46 18,900 2,000 4,072 1,931 1,074 General adult population Radio station coverage TV, Radio, print media coverage Water support ZANACO recognises the importance of health to society in general and is focusing on water and sanitation support to communities. Water is life and clean water is important for healthy living, including the prevention of water borne diseases. This component of CSR was introduced in 2012 with 5 communities currently being serviced and over 2,190 community members benefiting. One organisation was supported with sanitation improvement. Benefiting communities include: Name of community District 1. Da Gamma School for the disabled children 2. Twamutambula Orphanage 3. Mweemba Health Post 4. Tafelasoni Basic School 5. Sacha Village 6. University of Zambia Luanshya Chisamba Mazabuka Chipata Lundazi Lusaka Partnerships and Donations ZANACO rolls out some of the CSR initiatives through strategic partnerships and donations to meet various community needs. Below are some initiatives supported: • In recognition of the growing concern around gender-based violence, ZANACO made a donation to YWCA to equip them for service provision. We believe that women need to live in a gender-based violence free society. Where such unfortunate incidences occur, women have the right to appropriate safety, counselling and material support as provided by YWCA. We look forward to a gender based violence free society. • As the reigning champions of Africa, Zambia is a proud football nation. Sport plays an important role in the lives of children and encourages good health and fitness. At ZANACO, we are playing out part and have donated 400 soccer balls to kick-start an active young society, especially in underprivileged areas. We believe that all children should be given an equal opportunity to succeed. At ZANACO we remain committed to giving back to our society. Zanaco Football Club Zanaco remains the proud sponsor of the Sensational Zanaco Football Club. The club continues to perform very well in the Zambian Super League and recorded its sixth top title of the league by winning the 2012 MTN/FAZ Premier League. 20 The club will represent Zambia in the Orange Confederation for African Football (CAF) League in 2013. Prior to this, the Bank won the Super League in 2003, 2005, 2006, 2008, and 2009. The Club’s brilliant performance during the year resulted the selection of 2012innnual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. six players who represented Zambia in the 2012 Zone Six games hosted by Zambia. ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Directors’ Responsibility STATEMENT OF RESPONSIBILITY FOR ANNUAL FINANCIAL STATEMENTS Section 164(6) of the Companies Act, 1994 (as amended) requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Bank and of the profit or loss for that period. The Directors are responsible for the maintenance of adequate accounting records and the preparation and integrity of the annual financial statements and related information. The Independent external auditors, Messers Deloitte, have audited the annual financial statements and their report is shown on page 23. The Directors are also responsible for the systems of internal control. These are designed to provide reasonable, but not absolute, assurance as to the reliability of the financial statements and to adequately safeguard, verify and maintain accountability for assets and to prevent and detect material misstatements. The systems are implemented and monitored by suitably trained personnel with an appropriate segregation of authority and duties. Nothing has come to the attention of the Directors to indicate that any material breakdown in the functioning of these controls, procedures and systems has occurred during the year under review. In the opinion of the Directors: • the profit and loss account is drawn up so as to give a true and fair view of the profit of the Bank for the financial year ended 31 December 2012; • the statement of financial position is drawn up so as to give a true and fair view of the state of affairs of the Bank as at 31 December 2012; • there are reasonable grounds to believe that the Bank will be able to pay its debts as and when they fall due; and • the financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and in the manner required by the Companies Act, 1994 (as amended) and the Banking and Financial Services Act,1994 (as amended). Director 2012 Annual Report Director Director We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. Secretary 21 Deloitte. ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Independent Auditor’s Report To the members of Zambia National Commercial Bank Plc We have audited the accompanying financial statements of Zambia National Commercial Bank Plc, which comprise the statement of financial position as at 31 December 2012, the statement of profit or loss and other comprehensive income, the statement of changes in equity, the statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Directors’ responsibility for the financial statements The Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and in the manner required by the Banking and Financial Services Act, 1994 (as amended), and the Companies Act, 1994 (as amended), and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. 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 about 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 judgement, 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 entity’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 entity’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 give a true and fair view of the financial position of Zambia National Commercial Bank Plc as at 31 December 2012, and of its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards, and in the manner required by the Banking and Financial Services Act, 1994 (as amended) and the Companies Act, 1994 (as amended). Report on other legal requirements The Companies Act, 1994 (as amended) under section 173 (3) requires that in carrying out our audit, we consider and report to you on the following matter. We confirm that, in our opinion, the accounting and other records and registers have been properly kept in accordance with the Act. In accordance with section 64 (2) of the Banking and Financial Services Act, 1994 (as amended), we report that in our opinion: • The Bank made available all the necessary information to enable us to comply with the requirements of this Act, and • The Bank complied with the provisions of this Act and the regulations, guidelines and prescriptions of this Act. DELOITTE & TOUCHE C. CHUNGU PARTNER Date: 23 February 2013 22 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements STATEMENT OF PROFIT OR LOSS for the year ended 31 December 2012 Interest income Interest expense Notes 2012 K’million 2011 K’million 5 6 550,876 (88,926) 453,533 (60,139) 461,950 393,394 (243) (19,852) Net interest income Impairment losses on loans and advances 16 Net interest income after loans impairment charges 461,707 373,542 Net fee and commission income 7 222,293 200,998 Foreign exchange income Other operating income 8 16,070 14,254 23,692 7,958 30,324 31,650 714,324 606,190 (476,044) (421,252) 238,280 184,938 (82,192) (64,425) 156,088 120,513 Total income Operating expenses 9 Profit before income tax Income tax expense 11 Profit for the year Dividend proposed/paid 12 42,013 32,340 Proposed/paid dividend per share (Kwacha) 12 4,85 28 Diluted/Basic earnings per share (Kwacha) 34 18.02 104.34 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 23 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the year ended 31 December 2012 Notes 2012 K’million 2011 K’million 156,088 120,513 15 813 5,347 29 (5,347) 1,276 (4,534) 6,623 171 11,327 27,293 (8,537) (7,259) 11,498 11,497 6,964 18,120 163,052 138,633 Profit for the year Other comprehensive income, net of income tax Items that may be reclassified subsequently to profit or loss Net gains on available-for-sale financial assets Net reclassification adjustment for realised net (losses) gains on available-for-sale financial assets Items that will not be reclassified subsquently to profit or loss Gain on revaluation of properties Deferred tax arising on gain on revaluation of properties Surplus (deficit) on defined benefit plan Other comprehesive income for the year, net of income tax Total comprehensive income for the year 24 24 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 STATEMENT OF FINANCIAL POSITION at 31 December 2012 ASSETS Cash and balances with Bank of Zambia Balances with other banks Withholding tax recoverable Investment securities – available-for-sale – held-to-maturity Loans and advances to customers Non-current assets held for sale Property and equipment Other assets Notes 2012 K’ million 2011 K’ million 13 14 11 470,772 364,860 34,957 512,896 404,741 29,505 15 15 16 17 17 19 660,738 1,283,537 2,639,161 236 242,129 115,665 807,272 752,007 1,890,736 1,077 229,140 90,247 5,812,055 4,717,621 4,314,918 22,347 31,229 20,461 200,298 15,354 494,065 3,412,319 1,246 33,425 28,930 110,445 37,509 511,076 5,098,672 4,134,950 86,625 2,622 86,625 109,416 57,264 370,831 11,550 77,697 11,550 105,687 63,577 312,610 713,383 582,671 5,812,055 4,717,621 Total assets LIABILITIES Customer deposits Deposits from other banks Deferred income tax liabilities Current tax liabilities Other liabilities Provisions for liabilities and charges Borrowed funds 20 21 18 11 23 24 25 Total liabilities EQUITY Share capital Share premium Statutory reserve General banking reserves Revaluation reserves Retained earnings 26 26 27 28 29 Total equity Total equity and liabilities The financial statements on pages 23 to 82 were approved for issue by the Board of Directors on 20th Feburary 2013 and signed on its behalf. Director 2012 Annual Report Director Director Secretary We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 25 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements STATEMENT OF CHANGES IN EQUITY for the year ended 31 December 2012 Balance at 1 January 2011 Share capital K’million Share premium K’million Statutory reserve K’million Banking general reserve K’million Revaluation reserves K’million Retained earnings K’million Total K’million 11,550 77,697 11,550 75,584 39,452 260,545 476,378 120,513 120,513 - 27,293 5,347 (8,537) Profit for the year - - - - - - - - 27,293 5,347 (8,537) - - - - 1,276 (1,254) - - - - 24,125 - - - 30,103 - (30,103) - - - - - - (32,340) (32,340) 11,550 77,697 11,550 312,610 582,671 Other comprehensive income, net of taxes: Revaluation surplus Net gain on available-for-sale financial assets Deferred tax on revalued properties Net reclassification adjustment for realised net loss on available-for-sale financial assets Transfer of revaluation after disposal Deficit on employee retirement benefit plan (Note 24) Total comprehensive income General reserve transfer Transactions with owners: Dividend paid Balance at 31 December 2011 26 - 105,687 - 63,577 1,254 (7,259) 114,508 1,276 (7,259) 138,633 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 STATEMENT OF CHANGES IN EQUITY (CONTINUED) for the year ended 31 December 2012 Share capital K’million Share premium K’million Statutory reserve K’million Banking general reserve K’million Revaluation reserves K’million Retained earnings K’million Total K’million At 1 January 2012 11,550 77,697 11,550 105,687 63,577 312,610 582,671 Profit for the year - - - - 156,088 156,088 415 2,361 (826) 11,327 169,365 (3,729) (75,075) 813 171 (5,347) 11,327 163,052 (32,340) Other comprehensive income, net of taxes: Net gain on available-for-sale financial assets Deferred tax on revalued properties Net reclassification adjustment for realised net loss on available-for-sale financial assets Transfer of revaluation surplus after disposal Transfer of excess depreciation Deferred tax on excess deprecation Surplus on employee retirement benefit plan (Note 24) Total comprehensive income General reserve transfer Transfer to paid share capital Transfer to paid statutory reserve fund Transactions with owners: Dividend paid Balance at 31 December 2012 2012 Annual Report - 75,075 (75,075) 75,075 3,729 - - - - - - (32,340) 86,625 2,622 86,625 109,416 57,264 370,831 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 813 171 (5,347) (415) (2,361) 826 (6,313) - 713,383 27 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements STATEMENT OF CASH FLOWS for the year ended 31 December 2012 Cash flows from operating activities Interest income Interest expense Net fee and commission receipts Net exchange gains on borrowings Foreign currency dealings and other income Gain on disposal on non-current assets held-for-sale Revaluation loss Assets written off Expenditure Depreciation Cash flows from operating activities before changes in operating assets and liabilities Notes 2012 K’ million 2011 K’ million 550,876 (88,926) 222,293 7,749 30,324 (193) 9,096 (476,287) 39,442 453,533 (60,139) 200,998 17,732 31,651 (421) 2,906 (441,104) 26,664 294,374 231,820 Changes in operating assets and liabilities: - loans and advances - statutory deposits - other assets - customer deposits - other liabilities - government securities (748,425) (42,921) (25,418) 902,599 79,025 (495,197) (165,232) 35,734 1,568 821,077 (48,285) (519,467) (Cash used in) generated from operations (330,337) 125,395 (98,138) (67,418) (428,475) 57,977 Income tax paid 5 6 7 25 9,16 17 11 Net cash (used in) generated from operating activities Purchase of property and equipment Proceeds from sale of property and equipment 17 Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings Repayment of borrowings Dividends paid 25 25 Net cash (used in) generated by financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at start of year Cash and cash equivalents at end of year 28 31 (61,527) 1,034 (64,762) 2,629 (60,493) (62,133) 23,950 (48,710) (32,340) 375,125 (43,675) (32,340) (57,100) 299,110 (251,694) 526,774 891,661 364,887 639,967 891,661 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December 2012 1. General information The Bank is incorporated in Zambia under the Companies Act, 1994 (as amended) as a limited liability company, and is domiciled in Zambia. The address of its registered office is: Plot 2118-2121 P.O. Box 33611 Cairo Road Lusaka The Bank’s principal activities are the provision of Commercial Banking and related services to the general public. 2. Summary of significant accounting policies The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented. 2.1 Statement of compliance and basis of preparation The financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). The measurement basis applied is the historical cost basis, except for certain properties and financial instruments that are measured at revalued amounts or fair values as indicated in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets. 2.2 Interest income and expense Interest income and expense for all interest-bearing financial instruments, except for those classified as held for trading or designated at fair value through profit or loss, are recognised within ‘interest income’ or ‘interest expense’ in profit or loss using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. The calculation of the effective interest rate includes all fees paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Once a financial asset or a group of similar financial assets has been written down as a result of an impairment loss, interest income is recognised using the rate of interest that was used to discount the future cash flows for the purpose of measuring the impairment loss. 2.3 Fees and commission income Fees and commissions are generally recognised on an accrual basis when the service has been provided. Loan commitment fees for loans that are likely to be drawn down are deferred (together with related direct costs) and recognised as an adjustment to the effective interest rate on the loan. 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 29 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements 2.4 Translation of foreign currencies (i) Functional and presentation Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the ``functional currency”). The financial statements are presented in Kwacha (“K”) which is the Bank’s functional currency. (ii) Transaction and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss account. Monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items denominated in foreign currency are not retranslated. Exchange differences are recognised in profit or loss in the year in which they arise. 2.5 Financial assets Financial assets and liabilities are recognised when the Bank becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributed to acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities as appropriate, on initial recognition. Transaction costs directly attributed to the acquisition of financial assets or financial liabilities at fair value through profit and loss (FVTPL) are recognised immediately in the profit or loss. The Bank classifies its financial assets into the following categories: financial assets at fair value through profit or loss; loans, advances and receivables; held-to-maturity financial assets; and available-for-sale assets. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. Management determines the appropriate classification of its financial assets at initial recognition. (i) Loans, advances and receivables Loans, advances and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including bank balances and cash) are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short term receivables when the recognition of interest would be immaterial. (ii) Held-to maturity Held-to-maturity assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that Management has the positive intention and ability to hold to maturity. Were the Bank to sell more than an insignificant amount of held-to-maturity assets, the entire category would have to be reclassified as available- for-sale. Subsequent to initial recognition, held to maturity investments are measured at amortised cost using the effective interest rate method less any impairment. 30 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 (iii) AvailableFor-Sale AFS financial assets are non-derivatives that are either designated as AFS or are not classified as (a) loans and receivables, (b) held-to-maturity investments or (c) financial assets at fair value through profit or loss. The Bank also has investments in unlisted shares that are not traded in an active market but that are also classified as AFS financial assets and stated at fair value at the end of each reporting period (because the Directors consider that fair value can be reliably measured). Changes in the carrying amount of AFS monetary financial assets relating to changes in foreign currency rates (see below), interest income calculated using the effective interest method and dividends on AFS equity investments are recognised in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognised in other comprehensive income and accumulated under the heading of investments revaluation reserve. When the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to profit or loss. Dividends on AFS equity instruments are recognised in profit or loss when the Bank’s right to receive the dividends is established. AFS equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment losses at the end of each reporting period. 2.6 Impairment of financial assets The Bank assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. The criteria that the Bank uses to determine that there is objective evidence of an impairment loss include: (a) significant financial difficulty of the issuer or obligor; (b) a breach of contract, such as a default or delinquency in interest or principal payments; (c) the lender, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider; (d) it becomes probable that the borrower will enter bankruptcy or other financial reorganisation; (e) the disappearance of an active market for that financial asset because of financial difficulties; or (f ) observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets, although the decrease can not yet be identified with the individual financial assets in the portfolio, including: 1) adverse changes in the payment status of borrowers in the portfolio, and 2) national or local economic conditions that correlate with defaults on the assets in the portfolio. The estimated period between a loss occurring and its identification is determined by Management for each identified portfolio. In general, the periods used vary between 3 months and 6 months. Assets carried at amortised cost The Bank first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 31 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements Assets carried at amortised cost (Continued) significant. 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. If there is objective evidence that an impairment loss on financial assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial instrument’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in profit or loss account. If a loan or held-to-maturity asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Bank may measure impairment on the basis of an instrument’s fair value using an observable market price. The calculation of the present value of the estimated future cash flows of a collateralised financial asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral, whether or not foreclosure is probable. For the purposes of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit risk characteristics (i.e. on the basis of the Bank’s grading process that considers asset type, industry, geographical location, collateral type, past-due status and other relevant factors). Those characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the debtors’ ability to pay all amounts due according to the contractual terms of the assets being evaluated. Future cash flows in a group of financial assets that are collectively evaluated for impairment are estimated on the basis of the contractual cash flows of the assets in the group and historical loss experience for assets with credit risk characteristics similar to those in the group. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not exist currently. When a loan is uncollectible, it is written off against the related provision for loan impairment. Such loans are written off after all the necessary procedures have been completed and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off decrease the amount of the provision for loan impairment in profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the previously recognised impairment loss is reversed by adjusting the allowance account. The amount of the reversal is recognised in profit or loss. Assets carried at fair value In the case of equity investments classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether the assets are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in profit or loss. Impairment losses recognised in profit or loss on equity instruments are not reversed through profit or loss. If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed through profit or loss account. Renegotiated loans Loans that are either subject to collective impairment assessment or individually significant and whose terms have been renegotiated are no longer considered to be past due but are treated as new loans. In subsequent years, the renegotiated terms apply in determining whether the asset is considered to be past due. 32 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 2.7 Derecognition of financial assets The Bank derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Bank neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Bank recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Bank retains substantially all the risks and rewards of ownership of a transferred financial asset, the Bank continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss. On derecognition of a financial asset other than in its entirety (e.g. when the Bank retains an option to repurchase part of a transferred asset), the Bank allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in profit or loss. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts. 2.8 Property, Plant and Equipment (i) Recognition and Measurement All property, plant and equipment except buildings is stated at historical cost. Items of property plant and equipment are subsequently measured at cost less accumulated depreciation and accumulated impairment losses and property is subsequently measured at fair value less accumulated depreciation. Buildings are stated in the statement of financial position at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated depreciation and subsequent impairment losses. It is the Banks policy to perform revaluations with regularity such that the carrying amounts do not differ materially from those that would be determined using fair values at the end of each reporting period. The revaluation differences are credited to other comprehensive income and accumulated in equity under the heading “revaluation surplus” unless it represents the reversal of a revaluation decrease previously recognized as an expense, in which case it should be recognized as income. A decrease as a result of a revaluation is recognized as an expense to the extent that it exceeds any amount previously credited to the revaluation surplus relating to the same asset. When a revalued asset is disposed off, any revaluation surplus is transferred directly to retained earnings. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are componentized as separate items of property, plant and equipment. Capital work in progress relates to items of property, plant and equipment that are under construction and are yet to be commissioned for use. Work in progress is measured at the cost incurred in relation to the construction up to the reporting date. 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 33 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements 2.8 Property, Plant and Equipment (Continued) The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of the property, plant and equipment, and is recognized net within other operating income. (ii) Subsequent costs The cost of replacing a component of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Bank and its cost can be measured reliably. The carrying amount of the replaced component is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred. (iii) Depreciation Depreciation is based on the cost of the asset less its residue value. Components of individual assets are assessed and, if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately. Capital work in progress is not depreciated. Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful life of each component of an item of property, plant and equipment. The estimated useful lives are as follows: Buildings Fixtures, fittings and equipment Motor vehicles 2% - 50 years 20% - 5 years 20% - 5 years The assets’ residual values, depreciation methods and useful lives are reviewed, and adjusted if appropriate, at each reporting date. The Bank assesses at each reporting date whether there is any indication that any item of property, plant and equipment is impaired. If any such indication exists, the Bank estimates the recoverable amount of the relevant assets. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are banked at the lowest levels for which there are separately identifiable cash flows (cash-generating units). 2.9 Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in profit or loss 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 Bank’s liability for current tax is calculated using tax rates that have been enacted by the reporting date. Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax 34 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 2.9 Taxation (Continued) 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 reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits 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 to profit or loss, 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 there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Bank intends to settle its current tax assets and liabilities on a net basis. 2.10 Non-current assets held for sale Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are re-measured in accordance with the Bank’s accounting policies. Non-current assets classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated to remaining assets and liabilities. Impairment losses on initial classification as held for sale and subsequent gains or losses on re-measurements are recognized in profit or loss. 2.11 Employee benefits (i) Retirement benefit obligations The Bank operates a defined benefit scheme for non-fixed term contracted employees. The Bank and all its employees also contribute to the National Pension Scheme, which is a defined contribution scheme. A defined contribution plan is a retirement benefit plan under which the Bank pays fixed contributions into a separate entity. The Bank has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a retirement benefit plan that is not a defined contribution plan. The assets of all schemes are held in separate trustee administered funds, which are funded by contributions from both the Bank and employees. The Bank’s contributions to the defined contribution schemes are charged to profit or loss in the year in which they fall due. The liability recognised in the statement of financial position in respect of defined benefit plan is the present value of the defined benefit obligation at reporting date less the fair value of plan assets, together with adjustments for unrecognised actuarial gains or losses and past service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 35 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements 2.11 Employee benefits (Continued) benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions in excess of the greater of 10% of the value of plan assets or 10% of the defined benefit obligation are charged or credited to profit or loss over the employees’ expected average remaining working lives. Past-service costs are recognised immediately in profit or loss, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortised on a straight-line basis over the vesting period. (ii) Other entitlements The estimated monetary liability for employees’ accrued annual leave entitlement at reporting date is recognised as an expense accrual. 2.12 Borrowings Borrowings are recognised initially at fair value, being their issue proceeds (fair value of consideration received) net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between proceeds net of transaction costs and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. 2.13 Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in profit or loss in the year in which they are incurred. 2.14 Financial liabilities and equity Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual agreement. Financial liabilities Financial liabilities are classified as borrowed funds, other payables, other liabilities and amounts due to related parties. Borrowed funds, other payables and other liabilities are initially measured at fair value and are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. 36 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 2.14 Financial liabilities and equity (Continued) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Bank after deducting all of its liabilities. Equity instruments are recorded at proceeds received, net of direct issue costs. Derecognition of financial liabilities The Bank derecognises financial liabilities when, and only when, the Bank’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. 2.15 Offsetting Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. 2.16 Sale and repurchase agreements Securities sold subject to repurchase agreements (‘repos’) are classified in the financial statements as pledged assets when the transferee has the right by contract or custom to sell or re-pledge the collateral; the counterparty liability is included in amounts due to other banks, deposits from banks, other deposits or deposits due to customers, as appropriate. Securities purchased under agreements to resell (‘reverse repos’) are recorded as loans and advances to other banks or customers, as appropriate. The difference between sale and repurchase price is treated as interest and accrued over the life of the agreements using the effective interest method. Securities lent to counterparties are also retained in the financial statements. 2.17 Share capital Ordinary shares are classified as ‘share capital’ in equity. Any premium received over and above the par value of the shares is classified as ‘share premium’ in equity. 2.18 Dividends payable Dividends on ordinary shares are charged to equity in the period in which they are declared. Proposed dividends are not recognised as a liability until declared. 2.19 Fiduciary activities The Bank commonly acts as trustees and in other fiduciary capacities that result in the holding or placing of assets on behalf of individuals, trusts, retirement benefit plans and other institutions. These assets and income arising thereon are excluded from these financial statements, as they are not assets of the Bank. 2.20 Acceptances and letters of credit Acceptances and letters of credit are accounted for as off-statement of financial position transactions and disclosed as contingent liabilities. 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 37 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements 2.21 Provisions Provisions recognised when: the Bank has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. The Bank recognises no provisions for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. 2.22 Segment reporting Operating segments are reported in a manner consistent with the internal reporting to the Executive Management Committee. The Executive Management Committee allocates resources to and assesses the performance of the operating segments of an entity. The Executive Management Committee is the Bank’s key management making body. All transactions between business segments are conducted on an arm’s length basis, with intra-segment revenue and cost being eliminated in head office. Income and expenses directly associated with each segment are included in determining business segment performance. 2.23 Application of new and revised International Financial Reporting Standards (IFRSs) (i) New and revised IFRSs affecting amounts reported The following new and revised IFRSs have been applied in the current year. There has been no impact on the amounts reported in these financial statements. Details of other new and revised IFRSs applied in these financial statements that have had no material effect on the financial statements are set out in section 2.23 (iii) below: (ii) New and revised IFRSs affecting presentation and disclosures only “Amendments to IAS 1 Presentation of Items of Other Comprehensive Income” The amendments introduce new terminology for the statement of comprehensive income. The amendments to IAS 1 retain the option to present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements. However, the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other comprehensive income section: (a) items that will not reclassified subsequently to profit or loss and (b) items that maybe reclassified subsequently to profit or loss when specific conditions are met. Income tax on items of other comprehensive income is required to be allocated on the same – the amendments do not change the option to present items of other comprehensive income either before tax or net of tax. The Bank has applied the amendments to IAS 1 presentation of items of other comprehensive income. The amendments have been applied retrospectively, and hence the presentation of items of other comprehensive income has been modified to reflect the changes (iii) New and revised IFRSs applied with no material effect on the consolidated financial statements The following new and revised IFRSs have also been adopted in these financial statements. The application of these new and revised IFRSs has not had any material impact on the amounts reported for the current 38 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 2.23 Application of new and revised International Financial Reporting Standards (IFRSs) (Continued) (iii) New and revised IFRSs applied with no material effect on the consolidated financial statements (Continued) and prior years but may affect the accounting for future transactions or arrangements. Amendments to IFRS 7 Disclosures – Transfer of Financial Assets Improvements to IFRSs issued in 2011 The amendments increase the disclosure requirements for transactions involving the transfer of financial assets in order to provide greater transparency around risk exposures when financial assets are transferred. Except for the amendments to IAS 1 described earlier in section 2.23 (iii), the application of Improvements to IFRSs issued in 2011 has not had any material effect on amounts reported in the financial statements. (iv) New and revised IFRSs in issue but not yet effective The Bank has not applied the following new and revised IFRSs that have been issued but are not yet effective: IFRS 9 IFRS 13 IAS 19 (as revised in 2011) Amendments to IFRS 9 and IFRS 7 Amendments to IAS 32 Amendments to IFRSs Financial Instruments3 Fair Value Measurement1 IAS 19 (as revised in 2011) Employee Benefits1 Mandatory effective date of IFRS 9 and Transition Disclosures3 Offsetting financial assets and financial liabilities2 Annual improvements to IFRSs 2009-2011 cycle exept for the amendments to IAS 11 1 Effective for annual periods beginning on or after 1 January 2013. 2 Effective for annual periods beginning on or after 1 January 2014. 3 Effective for annual periods beginning on or after 1 January 2015. IFRS 9 issued in November 2009 introduces new requirements for the classification and measurement of financial assets. IFRS 9 amended in October 2010 includes the requirements for the classification and measurement of financial liabilities and for derecognition. Key requirements of IFRS 9 are described as follows: IFRS 9 requires all recognised financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and Measurement to be subsequently measured at amortised cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortised cost at the end of subsequent accounting periods. All other debt investments and equity investments are measured at their fair values at the end of subsequent accounting periods. IFRS 9 is effective for annual periods beginning on or after 1 January 2015, with earlier application permitted. 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 39 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements 2.23 Application of new and revised International Financial Reporting Standards (IFRSs) (Continued) (iv) New and revised IFRSs in issue but not yet effective (Continued) The Directors anticipate that IFRS 9 will be adopted in the Bank’s financial statements for the annual period beginning 1 January 2015 and that the application of IFRS 9 may have significant impact on amounts reported in respect of the Bank’s financial assets and financial liabilities. However, it is not practicable to provide a reasonable estimate of that effect until a detailed review has been completed. IFRS 13 is effective for annual periods beginning on or after 1 January 2013, with earlier application permitted. The Directors anticipate that IFRS 13 will be adopted in the Bank’s financial statements for the annual period beginning 1 January 2013 and that the application of the new Standard may affect the amounts reported in the financial statements and result in more extensive disclosures in the financial statements. IFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. The Standard defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. The scope of IFRS 13 is broad; it applies to both financial instrument items and non-financial instrument items for which other IFRSs require or permit fair value measurements and disclosures about fair value measurements, except in specified circumstances. In general, the disclosure requirements in IFRS 13 are more extensive than those required in the current Standards. For example, quantitative and qualitative disclosures based on the three-level fair value hierarchy currently required for financial instruments only under IFRS 7 Financial Instruments: Disclosures will be extended by IFRS 13 to cover all assets and liabilities within its scope. The Annual Improvements to IFRSs 2009 – 2011 Cycle include a number of amendments to various IFRSs. The amendments are effective for annual periods beginning on or after 1 January 2013. Amendments to IFRSs include: • Amendments to IAS 16 Property, Plant and Equipment; and • Amendments to IAS 32 Financial Instruments: Presentation. The amendments to IAS 16 clarify that spare parts, stand-by equipment and servicing equipment should be classified as property, plant and equipment when they meet the definition of property, plant and equipment in IAS 16 and as inventory otherwise. The Directors do not anticipate that the amendments to IAS 16 will have a significant effect on the Bank’s financial statements. The amendments to IAS 32 clarify that income tax relating to distributions to holders of an equity instrument and to transaction costs of an equity transaction should be accounted for in accordance with IAS 12 Income Taxes. The Directors anticipate that the amendments to IAS 32 will have no significant impact on the Bank’s financial statements. The amendments to IAS 32 clarify existing application issues relating to the offset of financial assets and financial liabilities requirements. Specifically, the amendments clarify the meaning of currently has a legally enforceable right of set-off and simultaneous realisation and settlement. The amendments to IFRS 7 require entities to disclose information about rights of offset and related arrangements (such as collateral posting requirements) for financial instruments under an enforceable master netting agreement or similar arrangement. The amendments to IFRS 7 are effective for annual periods beginning on or after 1 January 2013 and interim periods within those annual periods. The disclosures should be provided retrospectively for all comparative periods. However, the amendments to IAS 32 are not effective until annual periods beginning on or after 1 January 2014, with retrospective application required. The Directors anticipate that the application of these amendments to IAS 32 and IFRS 7 may result in more disclosures being made with regard to offsetting financial assets and financial liabilities in the future. 40 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 2.23 Application of new and revised International Financial Reporting Standards (IFRSs) (Continued) (iv) New and revised IFRSs in issue but not yet effective (Continued) The amendments to IAS 19 change the accounting for defined benefit plans and termination benefits. The most significant change relates to the accounting for changes in defined benefit obligations and plan assets. The amendments require the recognition of changes in defined benefit obligations and in fair value of plan assets when they occur, and hence eliminate the ‘corridor approach’ permitted under the previous version of IAS 19 and accelerate the recognition of past service costs. The amendments require all actuarial gains and losses to be recognised immediately through other comprehensive income in order for the net pension asset or liability recognised in the statement of financial position to reflect the full value of the plan deficit or surplus. Furthermore, the interest cost and expected return on plan assets used in the previous version of IAS 19 are replaced with a ‘net-interest’ amount, which is calculated by applying the discount rate to the net defined benefit liability or asset. 3 Critical accounting estimates and judgements in applying accounting policies In the application of the Bank’s accounting policies, the Directors are required to make judgments, estimates and assumptions about the carrying amounts of assets and liablilibilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical expereince and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and furture periods. (a) Impairment losses on loans and advances The Bank reviews its loan portfolios to assess impairment at least on a monthly basis. In determining whether an impairment loss should be recorded in profit or loss, the Bank makes judgements as to whether there is any observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of loans before the decrease can be identified with an individual loan in that portfolio. This evidence may include observable data indicating that there has been an adverse change in the payment status of borrowers in a Bank, or national or local economic conditions that correlate with defaults on assets in the Bank. Management uses estimates based on historical loss experience for assets with credit risk characteristics and objective evidence of impairment similar to those in the portfolio when scheduling its future cash flows. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience. (b) Fair value of financial instruments The fair values of financial instruments that are not quoted in active markets are determined by using valuation techniques. Where valuation techniques (for example, models) are used to determine fair values, they are validated and periodically reviewed by qualified personnel independent of the area that created them. All models are certified before they are used, and models are calibrated to ensure that outputs reflect actual data and comparative market prices. To the extent practicable, models use only observable data. However, areas such as credit risk (both own and counterparty), volatilities and correlations require Management to make estimates. Changes in assumptions about these factors could affect the reported fair value of financial instruments. For example to the extent that Management used a tightening of 2 basis points in the yield rate, the fair values would be estimated at K657,609 millions as compared to their reported fair values of K660,738 millions at 31 December 2012. (c) Held-to-maturity financial assets The Bank follows the guidance of IAS 39 on classifying non-derivative financial assets with fixed or determinable payments and fixed maturing as held-to-maturity. This classification requires significant judgement. In making this judgement, the Bank evaluates its intention and ability to hold such assets to maturity. If the Bank fails to keep these assets to maturity other than for the specific circumstances – for example, selling an insignificant amount close to maturity – it will be required to classify the entire class as available-for-sale. The assets are currently measured at amortised cost. 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 41 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements 4 Financial risk management The Bank’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk, credit risk and liquidity risk). Those activities involve the analysis, evaluation, acceptance and management of some degree of risk or combination of risks. Taking risk is core to the Bank’s business, and the financial risks are an inevitable consequence of being in business. The Bank’s aim is therefore to achieve an appropriate balance between risk and return and minimise potential adverse effects on its financial performance. Risk management is carried out by the Risk Directorate under policies approved by the Executive Management Committee and Board of Directors. Risk Directorate identifies evaluates and hedges financial risks in close cooperation with the operating units. In carrying out these functions, Risk Directorate is guided by policies contained in the Credit policy document, Business Lending standards, Environmental and Social policy, Scheme Loans Policy and Premier Loans Policies. (a) Credit risk The Bank takes on exposure to credit risk, which is the risk that a counterparty will cause a financial loss to the Bank by failing to pay amounts in full when due. Credit risk is the most important risk for the Bank’s business: Management therefore carefully manages the exposure to credit risk. Credit exposures arise principally in lending and investment activities. There is also credit risk in off-statement of financial position financial instruments, such as loan commitments and guarantees. Credit risk management and control are centralised in the Risk Directorate which reports regularly to the Board of Directors. (i) Credit risk measurement (a) Loans and advances (including commitments and guarantees) The estimation of credit exposure is complex and requires the use of processes and procedures that will limit the likelihood of default on the loans in the Bank’s portfolio. The assessment of credit risk of a portfolio of assets entails analysis of various risk aspects and a decision made on whether the risk is bankable. The risks assessed include Business, Financial, Market, Management, Security, Structural and Industry. The Loan Portfolio of the Bank is segregated into seven rating classes. Internal ratings 2-Standard 3-Satisfactory risk 4-Watch risk 5-Unacceptable 50-Sub-standard 51-Doubtful 52-Loss Loan has no arrears Loan has arrears over 1 day but less than 29 days Loan has arrears over 30 days but less than 59 days Loan has arrears over 60 days but less than 89 days Loan has arrears over 90 days but less than 119 days Loan has arrears over 120 days but less than 179 days Loan has arrears over 180 days (b) Risk limit and mitigation policies The Bank structures the levels of credit risk it undertakes by placing limits on the amount of risk accepted in relation to one borrower and to industry segments. Such risks are monitored on a revolving basis and subject to annual or more frequent review. 42 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 4 Financial risk management (Continued) (b) Risk limit and mitigation policies (Continued) The exposure to any one borrower including banks is further restricted by sub-limits covering on and off statement of financial position exposures. For example; 1) There is a single name credit exposure limit of 25% of the regulatory capital. 2) Clean and secured counterparty limits apply for money market operations conducted by the Treasury Division. (c) Collateral The Bank employs a range of policies and practices to mitigate credit risk. The most traditional of these is the taking of security for funds advanced, which is common practice. The Bank implements guidelines on the acceptability of specific classes of collateral or credit risk mitigation. The principal collateral types for loans and advances are: • • • • • • Mortgages over residential properties. Charges over business assets such as premises, inventory and accounts receivable. Charges over financial instruments such as debt instruments. Cash cover. Longer-term finance and lending to corporate entities are generally secured. Certain personal credit facilities are generally unsecured. (i) Credit risk measurement (d) Lending limit Credit risk exposure is managed as part of overall lending limits with customers, together with potential exposures from market movements. Settlement risk arises in any situation where a payment in cash or securities is made in the expectation of a corresponding receipt in cash or securities. Daily settlement limits are established for each counterparty to cover the aggregate of all settlement risk arising from the Bank’s market transactions on any single day. (e) Credit related commitments The primary purpose of these instruments is to ensure that funds are available to a customer as required. Guarantees and standby letters of credit, which represent irrevocable assurances that the Bank will make payments in the event that a customer cannot meet its obligations to third parties, carry the same credit risk as loans. Documentary and commercial letters of credit, which are written undertakings by the Bank on behalf of a customer authorising a third party 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 carry less risk than a direct borrowing. 2012 Annual Report We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 43 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements 4 Financial risk management (Continued) (e) Credit related commitments (Continued) Commitments to extend credit represent unused portions of authorisations to extend credit in the form of loans, guarantees or letters of credit. With respect to credit risk on commitments to extend credit, the Bank is potentially exposed to loss in an amount equal to the total unused commitments. However, the likely amount of loss is less than the total unused commitments, as most commitments to extend credit are contingent upon customers maintaining specific credit standards. The Bank monitors the term to maturity of credit commitments because longer-term commitments generally have a greater degree of credit risk than shorter-term commitments. (ii) Impairment and provisioning policies The impairment allowance shown in the statement of financial position at year end is derived from each of the seven internal rating grades. The following table shows the percentage of the Bank’s on Statement of Financial Position credit related obligations. 44 We have a responsible role to play in sustaining the environment: this paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 4 Financial risk management (Continued) (ii) Impairment and provisioning policies (Continued) 2012 Rating 2 3 4 5 50 51 52 Standard Satisfactory Risk Watch risk Unacceptable Sub-Standard Doubtful Loss Credit exposure % 68 21 3 2 1 1 4 100 2011 Impairment allowance % 9 3 4 10 7 5 62 100 Maximum exposure to credit risk before collateral held Balances with Bank of Zambia Balances with other banks Loans and advances to customers Investment securities: - available-for-sale - held-to-maturity Other assets Credit risk exposures relating to off-statement of financial position items: - Acceptances and letters of credit - Guarantee and performance bonds - Commitments to lend 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. Credit exposure % 75 6 2 7 1 1 8 100 Impairment allowance % 6 2 1 4 4 5 78 100 2012 K’ million 2011 K’ million 470,772 364,860 2,639,161 512,896 404,741 1,890,736 660,738 1,283,537 115,665 807,272 752,007 90,247 496,210 17,216 190,050 435,437 65,575 145,001 6,238,209 5,103,912 45 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 4 Financial risk management (Continued) The above table represents a worst case scenario of credit risk exposure to the Bank at 31 December 2012 and 2011, without taking account of any collateral held or other credit enhancements attached. For on-statement of financial position assets, the exposures set out above are based on carrying amounts as reported in the statement of financial position. As shown above, 48% of the total maximum exposure is derived from loans and advances to banks and customers (2011: 47%). (ii) Impairment and provisioning policies Management is confident in its ability to continue to control and sustain minimal exposure of credit risk to the Bank resulting from both its loan and advances portfolio and debt securities based on the following: · the Bank exercises stringent controls over the granting of new loans. · 68% (2011: 78%) of the loans and advances portfolio are neither past due nor impaired. · 63% (2011: 56%) of the loans and advances portfolio are backed by collateral. · 100% (2011:100%) of the investments in securities are government securities. Financial assets that are past due or impaired Loans and advances are summarised as follows: 2012 K’ million 2011 K’ million Neither past due nor impaired Past due but not impaired Individually impaired Gross Less: allowance for impairment (Note 16) Net 1,836,204 778,705 70,790 2,685,699 (46,538) 2,639,161 1,544,562 288,285 146,542 1,979,389 (88,653) 1,890,736 No other financial assets are either past due or impaired. Loans and advances neither past due nor impaired The credit quality of the portfolio of loans and advances that were neither past due nor impaired can be assessed by reference to the internal rating system adopted by the Bank: Standard 46 1,836,204 1,544,562 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 4 Financial risk management (Continued) Loans and advances past due but not impaired Loans and advances less than 90 days past due are not considered impaired, unless other information is available to indicate the contrary. The gross amounts of loans and advances that were past due but not impaired were as follows: 2012 K’ million 2011 K’ million 76,416 492,081 113,842 96,366 33,493 34,969 101,757 118,066 Total 778,705 288,285 Fair value of collateral held 1,994,356 1,520,067 Past due up to 30 days Past due 31 – 60 days Past due 61 – 90 days Over 90 days Loans and advances individually impaired Of the total gross amount of impaired loans, the following amounts have been individually assessed: Individually assessed impaired loans and advances - corporate - retail Fair value of collateral held 2012 Annual Report 2012 K million 2011 K million 20,050 50,740 65,569 80,973 70,790 146,542 50,420 88,198 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 47 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 4 Financial risk management (Continued) (a) Credit risk (ii) Impairment and provisioning policies Loans and advances renegotiated Restructuring activities include extended payment arrangements, approved external management plans, modifications and deferral of payments. Restructuring policies and practices are based on indicators or criteria that, in the judgement of local Management, indicate that payment will most likely continue. These policies are kept under continuous review. Restructuring is most commonly applied to term loans – in particular, customer finance loans. In majority cases restructuring results in the asset continuing to be impaired. Renegotiated loans that would otherwise be past due or impaired totalled K30,142 million (2011: K152,253 million). (b) Concentration of risk Industry sector risk concentration were as follows for on and off statement of financial position. 2012 48 Financials Manufacturing K’million K’million Transport & communication K’million Wholesale & retail trade K’million 122,135 Agriculture K’million 976,091 Other industries K’million Individuals Total K’million K’million 602,209 630,651 2,639,161 Loans and advances customers Investment securities: - held-to-maturity - available-for-sale Other assets 14,342 236,409 57,324 1,283,537 660,738 115,665 - - - - - - 1,283,537 660,738 115,665 At 31 December 2011 2,074,282 236,409 57,324 122,135 976,091 602,209 630,651 4,699,101 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 4 Financial risk management (Continued) Credit risk exposures relating to off-statement of financial position items: 2012 Financials Manufacturing Wholesale & retail trade K’million Agriculture K’million Transport & communication K’million K’million Individuals Total K’million Other industries K’million K’million K’million 10,910 - 787 79,937 3,980 7 4,500 2,153 592 12,405 2,378 79,356 488,872 3,329 13,852 418 - 496,210 17,216 190,050 10,910 80,724 8,487 15,150 81,734 506,053 418 703,476 2,085,192 317,133 65,811 137,285 1,057,825 1,108,262 631,069 5,402,577 Wholesale & retail trade K’million Agriculture Individuals Total K’million Other industries K’million K’million K’million Credit risk exposures relating to off-balance items: Acceptances and letters of credit Guarantee and performance bonds Commitments to lend At 31 December 2012 2011 Financials Loans and advances Investment securities: - available-for-sale - held-to-maturity Other assets 2012 Annual Report Manufacturing K’million K’million Transport & communication K’million 18,278 173,792 61,693 108,472 597,700 369,239 561,562 1,890,736 807,272 752,007 90,247 - - - - - - 807,272 752,007 90,247 1,667,804 173,792 61,693 108,472 597,700 369,239 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 561,562 3,540,262 49 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 4 Financial risk management (Continued) Credit risk exposures relating to off-statement of financial position items: 2011 Acceptances and letters of credit Guarantee and performance bonds Commitments to lend 31 December 2011 (c) Financials Manufacturing Wholesale & retail trade K’million Agriculture K’million Transport & communication K’million K’million Individuals Total K’million Other industries K’million K’million K’million 10,762 6,000 16,762 1,048 10 21,725 22,783 13,163 13,163 2,054 3,607 20,510 26,171 45,837 64,549 110,386 432,335 19,054 451,389 5,359 5,359 435,437 65,575 145,001 646,013 1,684,566 196,575 74,856 134,643 708,086 820,628 566,921 4,186,275 Liquidity risk Liquidity risk is the risk that the Bank is unable to meet its payment obligations associated with its financial liabilities as they fall due and to replace funds when they are withdrawn. The Bank is exposed to daily calls on its available cash resources from overnight deposits, current accounts, maturing deposits, and calls on cash settled contingencies. 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 of Zambia requires that the Bank maintain a cash reserve ratio. In addition, the Board sets limits on the minimum proportion of maturing funds available to meet such calls and on the minimum level of inter-bank and other borrowing facilities that should be in place to cover withdrawals at unexpected levels of demand. The Treasury Department monitors liquidity ratios on a daily basis. The table below presents the undiscounted cash flows payable by the Bank under financial liabilities by the remaining contractual maturities at the statement of financial position date and from financial assets by expected maturity dates. 50 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 4 Financial risk management (Continued) At 31 December 2012 Up to 12 months K’million 1-3 years K’million 3-5 years K’million Over 5 years K’million Total K’million Liabilities Deposits from banks Deposits due to customers Borrowed funds Other liabilities 22,347 4,311,418 51,589 200,298 3,500 297,991 - 129,153 - 15,332 - 22,347 4,314,918 494,065 200,298 Total financial liabilities 4,585,652 301,491 129,153 15,332 5,031,628 470,772 364,860 27,833 956,503 115,901 1,348,781 658,705 - 882,404 322,032 - 426,681 7,035 - 470,772 364,860 2,685,699 1,944,275 115,901 1,935,869 2,007,486 1,204,436 433,716 5,581,507 At 31 December 2011 Liabilities Deposits from banks Deposits due to customers Borrowed funds Other liabilities 1,246 3,402,319 47,690 110,445 10,000 335,260 - 123,854 - 4,272 - 1,246 3,412,319 511,076 110,445 Total financial liabilities 3,561,700 345,260 123,854 4,272 4,035,086 Assets Cash and Balances with Bank of Zambia Balances with other Banks Loans and advances to customers Investment in securities Other assets 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 51 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 4 Financial risk management (Continued) At 31 December 2011 Assets Cash and Balances with Bank of Zambia Balances with other Banks Loans and advances to customers Investment in securities Other assets Total financial assets Up to 12 months K’million 1-3 years K’million 3-5 years K’million Over 5 years K’million Total K’million 512,896 404,741 688,096 1,053,454 64,352 525,287 340,306 - 478,978 145,079 25,895 287,028 20,440 - 512,896 404,741 1,979,389 1,559,279 90,247 2,723,539 865,593 649,952 307,468 4,546,552 (d) Market risk Market risk is the risk that changes in market prices, which include currency exchange rates and interest rates, will affect the fair value or future cash flows of a financial instrument. Market risk arises from open positions in interest rates and foreign currencies, both of which are exposed to general and specific market movements and changes in the level of volatility. The objective of market risk managment is to manage and control market risk exposures within acceptable limits, while optimising the return on risk. Overall responsibility for managing market risk rests with the Assets and Liabilities Committee (ALCO). (e) Currency risk The Bank is exposed to the effects of fluctuations in the prevailing foreign currency exchange rates on its financial position and cash flows. The Board sets limits on the level of exposure by currency and in total for both overnight and intra-day positions, which are monitored daily. The table below summarises the Bank’s exposure to foreign currency exchange rate risk at 31 December 2012. Included in the table are the Bank’s financial instruments, categorised by currency. 52 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 4 Financial risk management (Continued) At 31 December 2012 Assets Cash and Balances with Bank of Zambia Balances with other Banks Loans and advances to customers Other financial assets Total financial assets Liabilities Deposits from banks Customer deposits Borrowed fund Other liabilities Total financial liabilities Net position At 31 December 2011 Financial assets Financial liabilities Net position 2012 Annual Report USD K’million GBP K’million Euro K’million Total K’million 13,251 333,827 637,549 791 610 2,800 212 1,000 20,440 14,861 336,627 637,549 21,443 985,418 3,622 21,440 1,010,480 329,334 494,065 74,934 1,381 2,079 5,299 - 6,680 329,334 494,065 77,013 898,333 3,460 5,299 907,092 87,085 162 16,141 103,388 993,711 (1,002,952) 2,527 (2,763) 21,340 (20,349) 1,017,578 (1,026,064) (9,241) (236) We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 991 (8,486) 53 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 4 Financial risk management (Continued) (f) Interest rate risk The Bank is exposed to the effects of fluctuations in the prevailing levels of market interest rates on both its fair value and cash flow risks. Interest margins may increase as a result of such changes but may reduce or create losses in the event that unexpected movements arise. The Board of Directors sets limits on the level of mismatch of interest rate re-pricing that may be undertaken, which is monitored daily. The table below summarises the Bank’s exposure to interest rate risks. Included in the table are the Bank’s assets and liabilities at carrying amounts, categorised by the earlier of contractual re-pricing or maturity dates. The Bank does not bear any interest rate risk on off statement of financial position items. At 31 December 2012 Up to 12 months K’million 1-3 years K’million 3-5 years K’million Over 5 years K’million Total K’million 15,585 15,173 956,503 1,270,380 658,705 876,645 322,032 476,963 7,035 15,585 2,639,161 1,944,275 987,261 1,929,085 1,198,677 483,998 4,599,021 Liabilities Deposits from Banks Deposits from customers Borrowed funds Total financial liabilities 22,347 4,311,418 51,589 4,385,354 3,500 297,991 301,491 129,153 129,153 15,332 15,332 22,347 4,314,918 494,065 4,831,330 Interest re-pricing gap (3,398,093) 1,627,594 1,069,524 468,666 (232,309) Assets Balances with other Banks Loans and advances to customers Investment in securities Total financial assets 54 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 4 Financial risk management (Continued) At 31 December 2011 Up to 12 months K’million Total financial assets Total financial liabilities 1,846,120 (2,090,407) Total interest repricing gap (244,287) 1-3 years K’million 851,420 (304,191) 547,229 3-5 years K’million Over 5 years K’million Total K’million 621,093 (193,058) 304,632 (4,641) 3,623,265 (2,592,297) 428,035 299,991 1,030,968 The matching and controlled mismatching of the maturities and interest rates of assets and liabilities is fundamental to the management of the Bank. It is unusual for banks ever to be completely matched since business transacted is often of uncertain terms and of different types. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The maturities of assets and liabilities and the ability to replace, at an acceptable cost, interest-bearing liabilities as they mature, are important factors in assessing the liquidity of the Bank and its exposure to changes in interest rates and exchange rates. (g) Fair values of financial assets and liabilities The fair value of held-to-maturity investment securities at 31 December 2012 is estimated at K1,283,537 million (2011: K752,007 million). The fair values of the Bank’s other financial assets and liabilities approximate the respective carrying amounts, due to the generally short periods to contractual re-pricing or maturity dates as set out above. Fair values are based on discounted cash flows using a discount rates based upon the yield rates on similar financial assets at the Statement of Financial Position date. Fair value hierarchy IFRS 7 specifies a hierarchy of valuation techniques based on whether the inputs to those valuations techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources; unobservable inputs reflect the Bank market assumptions. The two types of inputs have created the following fair value hierarchy: • Level1–Quotedprices(unadjusted)inactivemarketsforidenticalassetsorliabilities.Thislevelincludeslistedequitysecuritiesanddebtinstrumentsonexchanges(forexample,LusakaStock Exchange) • Level2–InputsotherthanquotedpricesincludedwithinLevel1thatareobservablefortheassetorliability,eitherdirectly(thatis,asprices)orindirectly(thatis,derivedfromprices). • Level3–inputsfortheassetorliabilitythatarenotbasedonobservablemarketdata(unobservableinputs).Thislevelincludesequityinvestmentsanddebtinstrumentswithsignificantunob servable components. This hierarchy requires the use of observable market data when available. The Bank considers relevant and observable market prices in its valuations where possible. 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 55 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 4 Financial risk management (Continued) 31 December 2012 Available-for-sale financial assets Level 1 K’ millions Level 2 K’ millions Level 3 K’ millions Total K’ millions - 660,738 - 660,738 - 806,772 - 806,772 31 December 2011 Available-for-sale financial assets (h) Capital management Capital management is a key contributor to shareholder value. The Bank’s objectives when managing capital, which is a broader concept than the ‘equity’ on the statement of financial positions, are: • • • • • tocomplywiththecapitalrequirementssetbytheBankingandFinancialServicesAct,1994(asamended); tosafeguardtheBank’sabilitytocontinueasagoingconcern,sothatitcancontinuetoprovidereturnsforshareholdersandbenefitsforotherstakeholders; tomaintainastrongcapitalbasetosupportthedevelopmentofitsbusiness; toallocatecapitaltobusinessesusingrisk-basedcapitalallocation,tosupporttheBank’sstrategicobjectives,includingoptimisingreturnsonshareholderandregulatorycapitaland maintainthedividendpolicyanddividenddeclarationsoftheBankwhiletakingintoconsiderationshareholderandregulatoryexpectations. Capital adequacy and use of regulatory capital are monitored regularly by Management, employing techniques based on the guidelines developed by the Basel Committee, as implemented by the Bank of Zambia for supervisory purposes. The required information is filed with the Bank of Zambia on a monthly basis. Regulatory capital The Bank manages its capital base to achieve a prudent balance between maintaining capital levels to support business growth, maintaining depositor and creditor confidence, and providing competitive returns to shareholders. The Bank of Zambia requires each local bank to: (a) (b) (c) (d) (e) 56 hold the minimum level of regulatory capital of K104,000 million; maintain a ratio of total regulatory capital to the risk-weighted assets plus risk-weighted off-statement of financial position assets (the ‘Basel ratio’) at or above the required minimum of 10% maintain primary or tier 1 capital of not less than 5% of total risk weighted assets maintain primary or tier 1 capital of not less than 5% of total risk weighted assets; and maintain total capital of not less than 10% of risk-weighted assets plus risk-weighted off-statement of financial position items. We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 Regulatory capital (Continued) Regulatory capital adequacy is measured through two risk-based ratios: • Tier1capital(primarycapital):commonshareholders’equity,qualifyingpreferredsharesandminorityinterestsintheequityofsubsidiariesthatarelessthanwhollyowned. • Tier2capital(secondarycapital):qualifyingpreferredshares,40%ofrevaluationreserves,subordinatedtermdebtorloanstockwithaminimumoriginaltermofmaturityofoverfiveyears (subject to a straight-line amortisation during the last five years leaving no more than 20% of the original amount outstanding in the final year before redemption) and other capital instruments which the Bank of Zambia may allow. The maximum amount of secondary capital is limited to 100% of primary capital. Risk-weighted assets are determined on a granular basis by using risk weights calculated from internally derived risk parameters within the regulatory requirements. The risk weighted assets are measured by means of a hierarchy of four risk weights classified according to the nature of – and reflecting an estimate of the credit risk associated with – each asset and counterparty. A similar treatment is adopted for off-Statement of financial position exposure, with some adjustments to reflect the more contingent nature of the potential losses. The table below summarises the composition of regulatory capital and the ratios of the Bank at 31 December: Tier 1 capital Tier 1 + Tier 2 capital Risk-weighted assets On-balance sheet Off-balance sheet Total risk-weighted assets 2012 K’ million 2011 K’ million 528,844 559,531 391,361 423,159 2,859,618 128,776 2,118,259 218,912 2,988,394 2,337,171 18% 19% 17% 18% 322,973 224,227 2,110 1,566 550,876 322,368 123,878 4,234 3,053 453,533 Regulatory ratios Tier 1 (Regulatory minimum – 5%) Tier 1 + Tier 2 (Regulatory minimum – 10%) 5 Interest income arising from: Loans and advances Government and other securities Cash and short term funds Banks 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 57 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 5 Interest income (Continued) Interest income recognised on impaired financial assets was K638 million (2011: K nil million) 6 Interest expense Arising on: Customer deposits Deposits by banks Other 7 Net fees and commission income Others Account maintenance fees ATM issuer fee Payflex Arrangement and commitment fees Letters of credit commissions Commission on encashment of salary cheques Fees and commission expenses 8 2012 K’miilion 2011 K’miilion 63,716 25,210 88,926 47,099 12,857 183 60,139 100,206 44,114 33,335 14,457 13,817 12,803 5,129 84,583 52,143 27,785 10,894 16,725 3,907 5,315 223,861 201,352 (1,568) 222,293 (354) 200,998 193 7,710 6,351 14,254 421 2,064 5,473 7,958 Other operating income Gain on disposal of property and equipment Technical assistant grant Gain on disposal of investment Sundary operating income 58 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 9 Expenses by nature The following items are included within operating expenses: Employee benefits expense (Note10) Depreciation of property and equipment (Note 17) Donations Directors’ remuneration Auditors’ remuneration Others 10 2011 K’miilion 207,550 26,664 1,934 1,293 589 183,222 476,044 421,252 215,390 5,761 14,574 188,186 5,008 14,356 235,725 207,550 Employee benefits expense The following items are included within employee benefits expense: Salaries and allowances National pension scheme contributions Retirement benefit contribution (defined benefit scheme) (Note 22) 11 2012 K’miilion 235,725 39,442 2,709 1,639 550 195,979 Income tax expense Current tax Over provision on tax in prior year Deferred tax (Note 18) 83,979 238 (2,025) 72,779 (5,171) (3,183) 82,192 64,425 (29,505) 28,178 (33,630) (34,957) (49,946) 42,703 (22,262) (29,505) Withholding tax recoverable movement in the statement of financial position At beginning of year Recoveries offset against tax liability Withholding tax suffered during the year At end of year 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 59 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 11 Income tax expense (Continued) 2012 K’miilion 2011 K’miilion Tax payable at the beginning of the year Payable in respect of the year Tax paid during the year Reversal of prior year over provision WHT tax recoveries in respect of prior years 28,930 84,217 (64,508) (28,178) 61,319 67,608 (45,156) (12,138) (42,703) Tax payable at the year end 20,461 28,930 The movement during the year in the tax accounts is as follows: The tax on the Bank’s profit before income tax differs from the theoretical amount that would arise using the statutory income tax rate as follows: Profit before income tax Tax calculated at the statutory income tax rate of 35% (2011: 40%) Tax effect of: Bank of Zambia impairment Overprovision of tax in prior year Income taxed separately Deferred tax income resulting from reduction in of tax rate Expenses not deductible for tax purposes Income tax expense 12 238,280 184,938 83,398 73,975 (1,120) 238 (324) 82,192 (10,828) (5,171) (14) (3,555) 10,018 64,425 Dividends per share The dividend paid in the year 2012 amounted to K32,340 million in respect of the year ended 31 December 2011 representing K28.00 per share. The Board has recommended a dividend amounting to K42,013million (4.85 per share) for the year ended 31 December 2012. Payment of dividends is subject to withholding tax (WHT) at the rate of 15% for resident and non-resident shareholders. However, where there is a double tax treaty, the WHT will be subject to the rates in the treaty. Furthermore the WHT is taxed at zero percent for individuals because the Bank is listed on the Lusaka Stock Exchange. 60 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 13 Cash and balances with Bank of Zambia Cash in hand Balances with Bank of Zambia 14 2011 K’ million 134,768 336,004 470,772 133,842 379,054 512,896 10,354 15,585 25,939 338,921 364,860 13,192 173,750 186,942 217,799 404,741 515 660,223 660,738 106,182 700,590 500 807,272 1,283,537 1,944,275 752,007 1,559,279 1,579,415 364,860 1,944,275 1,053,454 505,825 1,559,279 Balances with other banks Items in course of collection Placements with other banks Current balances with other Banks Loans and advances to other banks 15 2012 K’ million Investment securities Securities available-for-sale Government securities – at fair value - Maturing within 90 days of the date of acquisition - Maturing after 90 days of the date of acquisition - Equity Investment Total securities available-for-sale Securities held-to-maturity Government securities – at amortised cost - Maturing after 90 days of the date of acquisition Total investment securities Current Non-current 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 61 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 The movement in investment securities available-for-sale may be summarised as follows: 16 Available-for-sale K’million Held to maturity K’million At January 2011 Additions Disposals (redemption) Loss from changes in fair value/amortisation 343,460 801,925 (343,460) 5,347 612,792 209,925 (69,505) (1,205) Balance at end of year 807,272 752,007 At January 2012 Additions Disposals (redemption) Gain/(loss) from changes in fair value/amortisation 807,272 659,925 (807,272) 813 752,007 745,024 (210,748) (2,746) Balance at end of year 660,738 1,283,537 1,944,275 2012 K ‘million 2011 K’ million 500,287 857,879 115,352 1,154,413 57,768 2,685,699 406,006 686,442 83,556 760,022 43,363 1,979,389 (36,913) (9,625) (46,538) 2,639,161 (80,376) (8,277) (88,653) 1,890,736 Loans and advances to customers Overdrafts Personal loans Mortgages Commercial loans Others Gross loans and advances Less: Provision for impairment of loans and advances - Individually assessed - Collectively assessed 62 Total K’million 956,252 1,011,850 (412,965) 4,142 1,559,279 1,559,279 1,404,949 (1,018,020) (1,933) We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 16 Loans and advances to customers (Continued) 2012 K ‘million 2011 K’ million Current Non - current 470,772 2,168,389 2,639,161 714,904 1,175,832 1,890,736 Total Movements in provisions for impairment of loans and advances are as follows: Personal overdrafts K’ million Commercial overdraft K’ million Personal loans K’ million Commercial loans K’ million At 1 January 2011 Provision for loan impairment Write- offs 5,127 1,561 - 56,889 3,302 (35,109) 30,682 7,897 (711) 44,015 7,092 (32,092) 136,713 19,852 (67,912) At 31 December 2011 6,688 25,082 37,868 19,015 88,653 Net impairment charge 1,561 3,302 7,897 7,092 19,852 At 1 January 2012 Provision for loan impairment Write-offs 6,688 2,344 - 25,082 3,311 (13,946) 37,868 (1,436) (19,609) 19,015 (3,976) (8,803) 88,653 243 (42,358) At 31 December 2012 9,032 14,447 16,823 6,236 46,538 Net impairment charge 2,344 3,311 (1,436) (3,976) 243 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. K’ million 63 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 16 Loans and advances to customers (Continued) All impaired loans have been written down to their estimated recoverable amount. The aggregate carrying amount of impaired loans at 31 December 2012 was K70.7billion (2011: K146.5 billion). 17 Property and equipment Cost or valuation Balance at 1 January 2011 Additions Eliminated on reclassified as held for sale Disposals Revaluation increase Balance at 31 December 2011 Additions Write-offs Balance at 31 December 2012 Building at revalued amount K’ million Motor Vehicle WIP Total K’ million Fixture, fittings and equipment K’ million K’ million K’ million 94,634 17,202 (1,189) (2,401) 18,417 126,663 12,439 1,232 13,671 147,877 39,066 186,943 27,678 7,262 34,940 282,628 64,762 (1,189) (2,401) 18,417 362,217 9,209 - 920 - 60,174 (27,338) (8,776) (1,247) 61,527 (28,585) 135,872 14,591 219,779 24,917 395,159 6,303 (192) (112) 41 (5,973) 9,566 1,377 - 96,821 25,246 - - 112,690 (192) (112) 26,664 (5,973) 67 2,735 - 10,943 955 - 122,067 35,752 (19,489) - 133,077 39,442 (19,489) Accumulated depreciation and impairment Balance at 1 January 2011 Eliminated on disposal of assets Eliminated on reclassification as held for sale Charge for year Write back Balance at 31 December 2011 Charge for year Eliminated on write-offs 64 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 Cost or valuation (Continued) Building at revalued amount K’ million Motor Vehicle Balance at 31 December 2012 2,802 11,898 138,330 - 153,030 Carrying amount At 31 December 2011 126,596 2,728 64,876 34,940 229,140 At 31 December 2012 133,070 2,693 81,449 24,917 242,129 K’ million Fixture, fittings and equipment K’ million WIP Total K’ million K’ million An independent valuation of the Bank’s buildings was performed by Messer’s Mak Associates Consulting to determine the fair value of the building as at 31 December 2011 and 31 December 2010. The valuation which conforms to Royal Institute of Chartered Surveyors’ Appraisal and Valuation Manual valuation standards as determined by reference to IAS 16 – Property, Plant and Equipment. Had the Bank buildings (other than Bank building classified as held for sale) been measured on historical cost basis, their carrying amount would be as follows: In accordance with section 193 of the Companies Act (as amended), 1994 the Register of Land and Buildings is available for inspection by members and their duly authorised agents at the Registered Records Office of the Bank. 2012 2011 K’ million K’ million Cost 35,300 26,103 Accumulated depreciation (2,200) (1,500) Net book amount 33,100 24,603 Non-current assets held for sale The movement is as follows: Reclassified from property and equipment Disposals At end of year 1,077 (841) 1,077 - 236 1,077 As at the reporting date, the Bank had not yet disposed of properties with carrying value of K236 million. The Bank continues to seek buyers for these properties. 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 65 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 18 Deferred income tax Deferred income tax is calculated using the enacted income tax rate of 35% (2011: 40%). The movement on the deferred income account tax is as follows: 2012 K’ million 2011 K’ million At start of year Credit to profit or loss (note 11) Credit/(Charge) to equity (33,425) 2,025 171 (28,071) 3,183 (8,537) At end of year (31,229) (33,425) The deferred income tax liability, deferred income tax credit to profit or loss , and deferred income tax to equity are attributable to the following items: At beginning of year K’ million Charged to P/L K’ million Charged to equity K’ million At end of year K’ million (28,287) 2,236 (8,537) (34,588) (28,287) 2,236 (8,537) (34,588) 947 - (28,071) 3,183 (8,537) (33,425) Deferred income tax liabilities Property and equipment (34,588) 1,903 171 (32,514) Deferred income tax assets Other temporary differences 1,163 122 - 1,285 (33,425) 2,025 171 (31,229) Year ended 31 December 2011 Deferred income tax liabilities Property and equipment Deferred income tax assets Other temporary differences Net deferred income tax liability 216 1,163 Year ended 31 December 2012 Net deferred income tax liability 66 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 19 Other assets 2012 K’ million 2011 K’ million Other receivables Visa Pos Acquirer Staff loans mark to market (Note 32) Premiums paid in advance Prepayment Investment Zambia Electronic Clearing House Others 36,236 9,889 50,071 2,449 8,962 307 7,751 115,665 34,000 5,796 25,895 4,241 3,712 307 16,296 90,247 Current Non-current 105,776 9,889 115,665 70,339 19,908 90,247 The investment in Zambia Electronic Clearing House Limited (“ZECHL”) represents the Bank’s contribution to its set up costs for the establishment of the National Switch to enhance ZECHL functionality, more specifically to support electronic point of sale transactions to help minimise cash based transactions and their attendant costs and risks. The principal activity of ZECHL is the electronic clearing of cheques and direct debits and credits in Zambia for its member banks. The ZECHL is funded by contributions from member banks. As there is no reliable measure of the fair value of this investment, it is carried at cost, and regularly reviewed for impairment at each reporting date. 20 21 Customer deposits 2012 K’ million 2011 K’ million Current and demand deposits Savings accounts Fixed deposit accounts 2,268,102 1,386,401 660,415 4,314,918 1,544,598 1,010,926 856,795 3,412,319 Current Non-current 4,311,418 3,500 4,314,918 3,402,319 10,000 3,412,319 6,840 15,507 22,347 4 1,242 1,246 Deposits from other banks Deposits Items in course of collection 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 67 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 22 Retirement benefit obligations Reconciliation of funded status Present value of obligations Fair value of plan assets Deficit Unrecognised losses Prepaid pension cost Asset ceiling restriction Prepaid pension cost after asset ceiling restriction 2012 K’ million 2011 K’ million (132,609) 129,336 (3,273) 19,686 16,413 3,273 19,686 (129,632) 115,030 (14,602) 53,459 38,857 (34,229) 4,628 129,632 15,667 19,445 (12,311) (19,823) 132,610 97,913 9,202 15,177 31,170 (23,830) 129,632 123,472 17,254 (13,428) 14,574 7,287 (19,823) 129,336 113,819 17,073 (12,570) 14,356 7,316 (1,135) (23,830) 115,029 Changes in the present value of defined benefit obligation over the year At start of year Current service cost Interest cost Actuarial gains/(losses) Benefits paid At end of year Changes in the fair value of the plan assets during the year At start of year Expected return on plan assets Actuarial losses Employer contributions Employee contributions Adjustment for outstanding contribution Benefits paid At end of year 68 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 22 Retirement benefit obligations (Continued) Plan assets comprise: Equity instruments Debt instruments Property Other 2012 K’ million 2012 % 2011 K’ million 2011 % 40,085 23,275 53,016 12,962 31 18 41 10 35,130 21,660 46,080 12,159 31 19 40 10 129,338 100 115,029 100 The expected return on plan assets is determined by considering the expected returns available on the assets underlying the investment policy. Expected yields on fixed interest investments are based on gross redemption yields as at the statement of financial position date. Expected returns on equity and property investments reflect long-term real rates of return experienced in the respective markets. Benefit cost in the profit and loss for period ended 31 December 2012 Service cost Contributions Interest cost Expected return on assets Recognition of gains Change in asset ceiling restriction Profit and loss (expense) credit 2012 K’ million 2011 K’ million 15,667 (7,287) 19,445 (17,255) (2,886) 9,202 (7,316) 15,177 (17,073) (394) 30,507 7,684 30,103 13,070 (7,684) 14,574 20,375 (30,103) 14,356 19,960 4,628 Reconciliation of prepaid pension cost At start of year Less pension expense during the year Plus employer contributions during the year At year end 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 69 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 22 Retirement benefit obligations (Continued) In line with the provision of IAS 19, the above asset on the defined benefit pension scheme has not been recognised since it is uncertain that any benefit will be available in the future. The principal actuarial assumptions used were as follows: Plan assets comprise: - discount rate - expected rate of return on scheme assets - future salary increases - future pension increases Four year summary: Present value of defined benefit obligation Fair value of plan assets Deficit/(surplus) in the plan 23 70 Other liabilities 2012 K’ million (132,608) 129,336 (3,272) 2012 2011 15% 15% 11% 8% 15% 15% 11% 8% 2011 K’ million 2010 K’ million 2009 K’ million (129,632) 115,030 (14,602) (97,913) 113,819 15,906 (86,382) 103,144 16,762 2012 K’ million 2011 K’ million Bills payable Accrued expenses Statutory payments Visa transactions payable Advance Loan repayment Deferred arrangement fees Incoming swifts transfers Sundry payables 1,455 67,109 11,379 28,690 33,948 5,889 30,746 21,082 200,298 1,636 49,509 11,051 10,022 19,149 3,402 15,676 110,445 Current Non-current 200,298 200,298 110,445 110,445 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 24 Provisions for liabilities and charges Retirement Benefit Obligation K’ million Provisions for Legal Claims K’ million K’ million At 1 January 2011 Provision Reclassification Payment Increase in defined benefit obligation 34,194 1,371 4,700 (21,074) 7,259 10,628 1,100 (669) - 44,822 2,471 4,700 (21,743) 7,259 At 31 December 2011 26,450 11,059 37,509 At 1 January 2012 Provision Payment Decrease in defined benefit obligation 26,450 60 (11,388) (11,327) 11,059 500 - 37,509 560 (11,388) (11,327) 3,795 11,559 15,354 2012 K’ million 2011 K’ million 159,097 129,875 159,097 45,996 494,065 179,375 128,122 179,375 24,204 511,076 Opening balance Repayments during the year Additions Exchange losses 511,076 (48,710) 23,950 7,749 161,894 (43,675) 375,125 17,732 Closing balance 494,065 At 31 December 2012 25 Borrowed funds Financierings-Maatschappij Voor Ontiwikkelingslanden (FMO) International Financing corporations (IFC) Societe de Promotion et de Participation pour la Cooporation Economique (PROPARCO) African Development Bank (ADB) The movement during the period was as follows: 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. Total 511,076 71 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 25 Borrowed funds (Continued) Repayable as follows; 1-12 months 1-3 years 3-5 years Above 5 years 2012 K’ million 2011 K’ million 51,589 297,991 129,153 15,332 47,690 335,260 123,854 4,272 494,065 511,076 The Bank obtained a foreign currency facility of USD$25 million from Nederlandse Financierings-Maatschappij Voor Ontiwikkelingslanden N.V (FMO) and Societe de Promotion et de Participation pour la Cooporation Economique (PROPARCO) in the year ended 31 December 2008 and secured a further $10 million and USD$50 million in 2009 and 2011 respectively. During the year 2010 and 2011, the Bank secured further amounts of USD$5 million and USD$50 million from African development Bank (ADB) and International Financing corporations (IFC) respectively. Under the terms of the FMO and PROPARCO loan, the Bank is required to observe inter alia, the following financial covenants: Covenants - Capital adequacy ratio: Minimum Open loan exposure ratio: not to exceed Related party lending ratio: not to exceed Net interest margin: Minimum Cost to income ratio: not exceed 70% after 2010 10% 25% 20% 2% The only financial covenant to be observed under the terms of the ADB Loan is as follow: - Capital adequacy ratio: Minimum 10% Under the terms of the IFC loan, the Bank is required to observe inter-alia, the following covenants: Covenants - 72 Capital adequacy ratio: Minimum Equity to asset ratio not less than Economic Group exposure ratio not more than Aggregate Large exposure ratio of not more than Related party exposure ratio of not more than Open credit exposure ratio of not more than 12% 5% 25% 400% 15% 25% We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 25 Borrowed funds (Continued) - 26 Covenants Fixed assets plus equity investment ratio of not more than Aggregate foreign exchange exposure of not more than Single Currency Foreign Exchange Risk Ratio of not more Interest rate risk ratio of not more than Aggregate interest rate risk ratio of not more than Foreign Currency Maturity Gap of at least Aggregate negative maturity gap ratio of not less than Single industry exposure ratio of not more than Share capital 35% 25% 10% 10% 20% -150% -300% 30% Balance at 31 December 2011 Number of shares (millions) 1,155 Ordinary shares K’ million 11,550 Share premium K’ million 77,697 Balance at 31 December 2012 8,625 86,625 2,622 During the year, the Bank raised its authorised share capital from K11,550 million to K86,625 million in compliance with the Bank of Zambia minimum capital requirements announced on 30 January 2012. On 30 March, 2012 the Bank made a bonus issue of shares of 13 to 2 to the current shareholders out of share premium. The total authorised number of ordinary shares is 10,000 million (2011: 1,500 million) with a par value of K10 per share. 8,663 (2011: 1,155) million shares are issued and fully paid. Below is the shareholding structure RABOBANK Ministry of finnace and National planning (GRZ) National Pension Scheme Authourity LIZARA Investement (as nominies for ZNFU) Africa Life Financial Services (AFLIFE managed funds) Public Service Pension Fund Mukuba Pension Trust Fund Others Total 2012 % 45.59 25.00 8.91 3.41 3.04 2.76 2.27 9.02 100.00 2011 % 45.59 25.00 8.91 3.41 3.01 2.50 2.20 9.38 100.00 The Shareholders with a holding of above 2% have been shown seperately and those with less 2% have been included in others. 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 73 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 27 Statutory reserve 2012 K’ million 2011 K’ million 11,550 75,075 86,625 11,550 11,550 2012 K’ million 2011 K’ million Balance brought forward Transfer from retained earnings 105,687 3,729 75,584 30,103 At end of year 109,416 105,687 At end of year Transfer from retained earnings At end of year The regulatory reserve represents an appropriation from retained earnings to comply with SI 182 of 195. 28 General Banking Reserves The balance in the general banking reserve represents the excess of impairment provisions determined in accordance with the Central Bank of Zambia Prudential Regulations over the impairment provisions recognised in accordance with (IFRS). Where the IFRS impairment exceeds the Central Bank provisioning, a reversal is done from general banking reserves to revenue reserves. 74 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 29 Revaluation reserves Property and equipment 2012 K’ million 2011 K’ million At begning of year Transfer of excess depreciation Revaluation surplus Deferred tax on revaluation (note 18) Deferred tax on excess depreciation Transfer of revaluation after disposal 58,230 (2,361) 826 (415) 40,728 27,293 (8,537) (1,254) At end of year 56,280 58,230 5,347 (5,347) 813 (1,276) 5,347 1,276 Available for sale financial assets At start of year Net (loss)/gain from changes in fair value Net gain/(loss) transferred to profit and loss account At end of year 813 5,347 56,280 813 171 57,264 58,230 5,347 63,577 Total revaluation reserves Property and equipment Available – for-sale-Investment Deferred tax on revalued properties At end of year 30 Off statement of financial position, financial instruments, contingent liabilities and commitments In common with other banks, the Bank conducts business involving acceptances, letters of credit, guarantees, performance bonds and indemnities. The majority of these facilities are offset by corresponding obligations of third parties. 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 75 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 30 Off statement of financial position, financial instruments, contingent liabilities and commitments (Continued) Contingent liabilities Acceptances and letters of credit Guarantees and performance bonds 2012 K’ million 2011 K’ million 496,210 17,216 435,437 65,575 513,426 501,012 Nature of contingent liabilities An acceptance is an undertaking by a bank to pay a bill of exchange drawn on a customer. The Bank expects most acceptances to be presented, and reimbursement by the customer is normally immediate. Letters of credit commit the Bank to make payments to third parties, on production of documents, which are subsequently reimbursed by customers. Guarantees are generally written by a bank to support performance by a customer to third parties. The Bank will only be required to meet these obligations in the event of the customer’s default. During the ordinary course of business the Bank is subject to threatened or actual legal proceedings. All such material cases are periodically reassessed, with the assistance of external professional advisers where appropriate, to determine the likelihood of the Bank incurring a liability. In those instances where it is concluded that it is more likely than not that a payment will be made, a provision is established to Management’s best estimate of the amount required to settle the obligation at the relevant report date. In some cases, it will not be possible to form a view, either because the facts are unclear or because further time is needed to properly assess the merits of the case. Provisions for litigation-related expenses totalled K11,559 million on 31 December 2012 (See Note 24). Other commitments Undrawn stand-by facilities, credit lines and other commitments to lend 2012 2011 K’ million K’ million 190,050 145,001 Nature of commitments Commitments to lend are agreements to lend to a customer in future subject to certain conditions. Such commitments are normally made for a fixed period. The Bank may withdraw from its contractual obligation for the undrawn portion of agreed overdraft limits by giving reasonable notice to the customer. 76 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 31 Analysis of cash and cash equivalents as shown in the statement cash flows statement 2012 K’ million 2011 K’ million Cash and Balances with Bank of Zambia (Note 13) Less: Statutory deposits requirement (see below) Government and other securities (Note 15) 470,772 (173,833) 515 297,454 512,896 (130,912) 106,182 488,166 Balances with other banks (Note 14) Amounts due to Banking Institutions (Note 21) 364,860 (22,347) 639,967 404,741 (1,246) 891,661 For the purposes of the statement of cash flow, cash and cash equivalents comprise balances with less than 90 days maturity from the date of acquisition including: cash and balances with the Central Bank, Treasury bills and other eligible bills, and amounts due from other banks. Cash and cash equivalents exclude the cash reserve requirement held with the Bank of Zambia. Banks are required to maintain a prescribed minimum cash balance with the Bank of Zambia that is not available to finance the Bank’s day-to-day activities. The amount is determined as 8% of the average outstanding customer deposits over a cash reserve cycle period of one week. 32 Related party transactions The Bank’s major shareholder is Rabo International Advisory Services (RIAS) BV a subsidiary of Cooperation Raiffeisen – Boerenleenbank CV (Rabobank) incorporated in The Netherlands. There are no other companies which are related to Zambia National Commercial Bank Plc, listed on the Lusaka Stock Exchange. The Government of the Republic of Zambia hold a 25% interest in the Bank. In the normal course of business, current accounts are operated and placings of foreign currencies are made with Rabobank at market rates (arms length). (a) Placement with shareholder Placement to Rabobank Interest Income 2012 Annual Report 2012 2011 K’ million K’ million 15 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 66,625 23 77 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 32 Related party transactions (Continued) (b) Loans to Directors 2012 K’ million Loans and advances to companies controlled by Directors 2011 K’ million 54 30 2012 K’ million 2011 K’ million 221,082 (50,071) 168,159 (25,895) 171,011 142,264 (c) Shareholder’s guarantee During the year under review, the Government guanteed the K400 billion advance (d) Employee loans At 31 December 2012, advances to employees amounted to K221,082 million (2011: K168,159 million). Employee loans recoverable Employee loans benefit at market value Movement is staff loan benefit Current year fair value Amortisation to profit or loss 25,895 31,320 57,215 (7,144) 50,071 19,908 13,288 33,196 (7,301) 25,895 Employee loans and advances are offered on concessionary rates. House, car and personal development loans are enhanced by collateral of landed property, and in the case of a car loan, the vehicle registration certificate is endorsed with the Bank as absolute owner. Where staff loans are issued to members of staff at concessionary rates, fair value is calculated based on market rates. This will result in the long term staff loans benefit as shown above. 78 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 32 Related party transactions (Continued) The prevailing interest rates on staff loans were as follows: House Personal loan Car loan Personal Development loan Interest income earned on staff loans Provisions on loans given to related parties 2012 % 2011 % 8 12 8 12 12 13 12 15 2012 K ‘million 2011 K’ million 18,953 16,313 - - - - 33,910 23,991 6,500 6,558 1,639 1,293 1,263,551 585,285 5,564 1,172 (e) Deposits from Directors Deposits from Directors (f) Key management personnel compensation Salaries and other short-term employment benefits (g) Management fees paid to Rabo International Advisory Services (RIAS) Fees are computed on the basis of the Management contract (h) Directors’ remuneration Sitting allowances (i) Shareholder deposits Deposits Interest expense incurred 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 79 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 33 Segment reporting Following the management approach of IFRS 8, operating segments are reported in accordance with the internal reporting provided to the Executive Management Committee (the chief operating decision maker), which is responsible for allocating resources to the reportable segments and assesses its performance. All operating segments used by the Bank meet the definition of a reportable segment under IFRS 8. The Bank has two main business segments: · Retail Banking - incorporating private banking services, private customer current accounts, savings, deposits, investment savings products, safe custody, credit and debit cards, consumer loans and mortgages. · Corporate Banking - incorporating direct debit facilities, current accounts, deposits, overdrafts, loans and other credit facilities and foreign currency. Other Bank operations comprise treasury management, and credit and computer services, none of which constitute a separate reportable segment and business activities. As the Bank segment operations are all financial, with a majority of revenues deriving from interest and the Executive Management Committee relying primarily on net interest revenues to assess the performance of the segment, the total interest income for all reportable segments is presented on a net basis. The Bank’s management reporting is based on a measure of operating profit comprising net interest income, loan impairment charge, net fee and commission income and other income. The information provided about each segment is based on the internal reports about segment profit or loss, which are regularly reviewed by the Executive Management Committee. Business segments - Corporate Banking - Retail Banking 80 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 33 Segment reporting (Continued) Business segments as at 31 December 2012 Corporate Banking K’ million Retail Banking K’ million Consolidated K’ million Net interest income Net fee and commission income Other operating income 321,356 79,255 30,324 140,594 143,038 - 461,950 222,293 30,324 Total income 430,935 283,632 714,567 Corporate Banking K’ million Retail Banking K’ million Consolidated K’ million Net interest income Net fee and commission income Other operating income 259,030 105,444 23,736 134,364 95,554 7,914 393,394 200,998 31,650 Total income 388,210 237,832 626,042 Business segments as at 31 December 2012 34 Earnings per share Basic earnings per share is calculated by dividing the profit after tax attributed to equity holders of the Bank by weighted average number of shares in issue during the year. Profit attributable to equity holders Weighted number of ordinary shares in issue (thousands) Basic/diluted earnings per share 2012 K’ million 2011 K’ million 156,088 120,513 8,663 1,155 18.02 104.34 There are no potentially dilutive shares, hence diluted earnings per share is the same as the basic earnings per share. 2012 Annual Report We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 81 ANNUAL REPORT AND FINANCIAL STATEMENTS | FOR THE YEAR ENDED 31 DECEMBER 2012 Financial Statements NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) for the year ended 31 December 2012 35 Events after the reporting date The Government of the Republic of Zambia issued the Re-denomination of Currency Act, No. 8 of 2012. The re-denomination of the existing currency was to be done by dividing the nominal value of the existing currency by a multiplicand of one thousand so that one thousand Kwacha would yield a face value of one Kwacha. The Bank of Zambia issued a pronouncement under circular CB Circular No. 15/2012 that the rebased currency would become legal tender on 1 January, 2013. Consequently, the Bank of Zambia distributed the rebased currency to all commercial banks in the country in readiness for the launch of the currency rebasing programme. On 31 December 2012, the Bank received the new rebased currency amounting to ZMW163,302,550; equivalent to the old currency of K163,302,550,000 maintained off statement of financial position. ZMW2.5 million of the new rebased currency could not be accounted for during the transition, post-reporting date period. As at the date of these financial statements, the matter is still under investgation by both Management and the relevant Authorities 82 We have a responsible role to play in sustaining the environment: This paper is environmentally friendly. 2012 Annual Report 5 Year Financial Trends STATEMENT OF PROFIT OR LOSS DETAILS 2012 K’m 550,876 (88,926) 461,950 252,617 714,567 (476,044) (243) 238,280 (82,192) 156,088 2011 K’m 453,533 (60,139) 393,394 232,648 626,042 (421,252) (19,852) 184,938 (64,425) 120,513 2010 K’m 368,023 (43,828) 324,195 244,088 568,283 (361,624) (34,364) 172,295 (59,785) 112,510 2009 K’m 363,553 (38,053) 325,500 171,166 496,666 (305,038) (65,620) 126,008 (46,664) 79,344 2008 K’m 280,398 (19,652) 260,746 138,511 399,257 (280,976) (32,231) 86,050 (34,065) 51,985 2012 K’m 470,772 364,860 1,944,275 2,639,161 242,129 150,858 5,812,055 2011 K’m 512,896 404,741 1,558,779 1,890,736 229,140 121,329 4,717,621 2010 K’m 404,031 122,034 956,252 1,725,504 169,938 142,261 3,520,020 2009 K’m 624,840 218,656 822,693 1,162,564 139,581 11,812 59,309 3,039,455 2008 K’m 774,674 316,282 634,403 1,000,953 128,148 14,480 45,916 2,914,856 Customer deposits Deposits from other banks Borrowed funds Other liabilities Total liabilities 4,314,918 22,347 494,065 267,342 5,098,672 3,412,319 1,246 511,076 210,309 4,134,950 2,591,242 24,278 161,894 266,228 3,043,642 2,292,358 3,642 164,870 182,908 2,643,778 2,325,203 4,914 120,009 142,449 2,592,575 Equity Share capital Reserves Total equity and liabilities Total 86,625 626,758 713,383 5,812,055 11,550 571,121 582,671 4,717,621 11,550 464,828 476,378 3,520,020 11,550 384,127 395,677 3,039,455 11,550 310,731 322,281 2,914,856 Interest income Interest expenses Net interest income Commission and others Operating income Operating expenses Impairment Profit before tax Tax charge Profit for the year STATEMENT OF FINANCIAL POSITION ASSETS Cash and balances with Bank of Zambia Balances with other banks Investment in securities Loans and advances to customers Property and equipment Investment properties Other assets Total assets LIABILITIES BRANCH / AGENCY CONTACT DETAILS LUSAKA PROVINCE AVONDALE BRANCH Tel: 282749/281056 Fax: 282462 CAIRO ROAD BUSINESS CENTRE Tel: 228167/8/9 Fax: 225186 UNZA AGENCY Tel: 294939 Fax: 294939 WOODLANDS BRANCH Tel: 261835/261848 Fax: 261840 COPPERBELT PROVINCE CIVIC CENTRE BRANCH Tel: 253052/254624 Fax: 252761 CHINGOLA BRANCH Tel:311588/311216 Fax: 313891 CALL CENTRE 5000 (MTN & AIRTEL) Tel:1238881 E-mail:[email protected] KITWE BUSINESS CENTRE Tel: 21816/ 221344/ 226061 Fax: 224508 EASYBANKING CENTRE Tel: 221325 Fax: 221320 KITWE INDUSTRIAL BRANCH Tel: 214196/214173 Fax: 215727 FINDECO HOUSE BRANCH Tel: 228239/228239 Fax: 221368 CENTRAL PROVINCE CHISAMBA BRANCH Tel: 212115/212697 Fax: 212115 CHISAMBA AGENCY Tel: 611245 KABWE BUSINESS CENTRE Tel: 222051/222053 Fax: 221603 KAPIRI MPOSHI BRANCH Tel: 271083/271084 Fax: 271154 MKUSHI BRANCH Tel: 362316/362352 Fax: 362201 LIVINGSTONE BUSINESS CENTRE Tel: 321901/321903 Fax: 320182/320006 LIVINGSTONE AIRPORT AGENCY TEL: 321901-2 /321903 MAAMBA BRANCH Tel: 78109/78122 Fax: 78144 MAZABUKA BRANCH Tel: 30050/30109 Fax: 30072 MONZE BRANCH Tel: 50565/50411 Fax: 50227 NORTHERN PROVINCE NAMWALA BRANCH Tel: 60048/60026 Fax: 60090 LUANSHYA BRANCH Tel: 511570/511580 Fax: 510560 KASAMA BRANCH Tel: 222149/221770/221009 Fax: 221085 SIAVONGA BRANCH Tel: 511062/511379/511118 Fax: 511226 KAFUE BRANCH Tel: 311601/311273 Fax: 311603 MUFULIRA BRANCH Tel: 412788/41066/410003 Fax: 411432 LUAPULA PROVINCE EASTERN PROVINCE LUSAKA AIRPORT AGENCY TEL: 271280 MASALA AGENCY Tel: 660035 KAWAMBWA BRANCH Tel: 960205/960041 Fax: 960041 CHIPATA BRANCH Tel: 221478/222229 Fax: 221777 LUSAKA BUSINESS CENTRE Tel: 221174/221042/221422 Fax: 232393 NDOLA AIRPORT AGENCY Tel: 612554 MANSA BRANCH Tel: 821711/821712/821351 Fax: 821730 CHADIZA AGENCY Tel: 221005/221478 NDOLA BUSINESS CENTRE Tel: 610601/613849 Fax: 612280 NCHELENGE AGENCY Tel: 960205/960041 LUSAKA CITY MARKET Tel: 286398 / 286399 / 286400 Fax: 286390 NDOLA INDUSTRIAL BRANCH Tel: 650805-8/650424 Fax: 650425 MPIKA BRANCH Tel: 370620/370199 Fax: 370251 MANDA HILL BRANCH Tel: 255524/255525 Fax: 255528 NDOLA WEST BRANCH Tel: 610745/613885 Fax: 617758 MINISTRY OF FINANCE AGENCY Tel: 251815 / 255634 NORTH WESTERN PROVINCE NORTHMEAD BRANCH Tel: 294936/294949/294955 Fax: 294933 KASEMPA AGENCY Tel: 0974 479331 LUSAKA CENTRE BRANCH Tel: 227882/229173/221034 Fax: 221725/237807 PREMIUM HOUSE BRANCH Tel: 227122/227117 Fax: 225179 SOLWEZI BRANCH Tel: 821148/821535 Fax: 821976 MUCHINGA PROVINCE MPIKA AGENCY Tel: 370357 SOUTHERN PROVINCE CHIRUNDU BRANCH Tel: 515073/515065 Fax: 515093 CHOMA BRANCH Tel:20252/20292/20439 Fax: 220309, Telex: ZA 24605 KAZUNGULA AGENCY Cell: 0955 660079 LUNDAZI BRANCH Tel: 480365/6/7 Fax: 480076 PETAUKE BRANCH Tel: 71365/71301 Fax: 71322 MFUWE BRANCH Tel: 45047/45038/45087 Fax: 45038 WESTERN PROVINCE MONGU BRANCH Tel: 221144/221203 Fax: 221224 SENANGA BRANCH Tel: 230129/230130 Fax: 222339 HEAD OFFICE CONTACTS OUR PRODUCTS We are proud to announce that Zanaco has been recognised as the Best bank in Zambia for the second year running. We have all our staff, customers and investors to thank for helping us achieve this incredibly important accolade. With our wide coverage of 63 branches and presence in 74 disctricts of Zambia, we continually strive to stay true to our promise...Big. Stong. Reliable. Zanaco...The Best Bank in Zambia - Euromoney awards.