ANNUAL REPORT 2005
Transcription
ANNUAL REPORT 2005
HEAD OFFICE Batelco Commercial Centre, P.O Box 350 Manama Kingdom of Bahrain Tel: +973 17218686 Fax: +973 17226641 ANNUAL REPORT 2005 MUHARRAQ BRANCH Site 1127, Road 10, Block 215 Muharraq Kingdom of Bahrain Tel: +973 17348111 Fax: +973 17348120 www.bmi.com.bh contents Our Philosophy ___________________ 2 2005 Financial Highlights ____________ 4 Chairman’s Message _______________ 6 Board of Directors’ Profiles ___________ 8 Corporate Governance _____________ 10 Management Discussion & Analysis ____ 16 2005 Financial Statements __________ 23 H.H. Shaikh Khalifa Bin Salman Al Khalifa H.M. King Hamad Bin Isa Al Khalifa H.H. Shaikh Salman Bin Hamad Al Khalifa THE PRIME MINISTER OF THE KINGDOM OF BAHRAIN THE KING OF BAHRAIN THE CROWN PRINCE OF THE KINGDOM OF BAHRAIN AND COMMANDER-IN-CHIEF OF THE BAHRAIN DEFENCE FORCE BMI ANNUAL REPORT 2005 OUR PHILOSOPHY philosophy our our purpose To provide high quality products and services in the form of Commercial Banking (Corporate & Retail Banking), Global Trade Services, Islamic Financial Services, Wealth Management (Private & Investment Banking), and International Operations (Financial Institutions Group and Structured Finance) to an increasing number of people in selected markets throughout the MENA region and other emerging markets To deliver a profitable performance; provide high-quality products and services in competitive ways - maximizing revenues and minimizing costs. To deliver a sustainable performance; provide these products and services in a sustainable way -attracting the best customers, accessing potential markets in which we enjoy their trust while bringing benefits to everyone concerned; customers, government, competitors, citizens and communities, thereby generating repeat business. To deliver a consistent and growing performance; we will invest enough to deliver longterm growth, while balancing this with returns to our shareholders. We understand that quick growth is unattainable while a slow rate would sacrifice competitive advantage. 2 BMI ANNUAL REPORT 2005 OUR PHILOSOPHY On January 1st, 2005, the Kingdom of Bahrain awoke to a brand new day, a brand new year and a brand new Bank: BMI. Today, just a year later, BankMuscat International B.S.C.(c) is proud to report on a highly successful first year of operations. our vision our mission To become a dynamic regional bank, providing innovative and unique financial solutions. We are committed as a team to meet and exceed our customers’ expectations by providing them the highest quality in financial solutions both conventional and Islamic. We are empowered with a strong corporate culture, knowledge, skills and the latest technology to meet our stakeholders’ expectations. We maintain our Integrity, creating and sharing trust and practicing ethical behavior. We aim to make a difference in each market we enter and in everything we do. our creed BMI, together we make a difference. 3 BMI ANNUAL REPORT 2005 FINANCIAL HIGHLIGHTS highlights financial In BD ‘000 In USD ‘000 Total Assets 248,663 659,584 Total Deposits 220,351 584,485 Net Loans & Advances 176,277 467,578 24,133 64,013 4,092 10,854 18.6% 18.6% 205 fils 54 cents Shareholders Equity Net Profit Return on Equity Earnings per Share Return on Equity (%) 12.0% MARCH’05 13.4% JUNE’05 16.3% SEPTEMBER’05 18.6% DECEMBER’05 Earning per Share (fils) 124 MARCH’05 140 JUNE’05 174 SEPTEMBER’05 205 DECEMBER’05 Net Profit (BD ’000) 612 1,388 2,610 4,092 4 MARCH’05 JUNE’05 SEPTEMBER’05 DECEMBER’05 BMI ANNUAL REPORT 2005 FINANCIAL HIGHLIGHTS MOODY’S: “Healthy profitability profile, characterized by good net income levels and diversified revenue streams that belie the bank’s modest size.” CAPITAL INTELLIGENCE: “The Bank continues to make steady progress at building its balance sheet and franchise assisted by supportive shareholders. Profitability is now one of BMI’s major strengths reflecting steady streams of net interest and non-interest income”. Our Credit Ratings Moody’s Long term: Baa2 Short term : Prime-2 FSR : D- Capital Intelligence Long term : BBB Short term : A3 FSR: BB+ Standard & Poor’s Long term : BBB- Short term : A-3 Financial highlights 31 December 2005 1. Profitability Return on Average Shareholders’ Funds ____________________________ 18.59 % Return on Average Assets _______________________________________ 2.16 % Earnings per Share in BHD _______________________________________ 205 fils STANDARD AND POOR’S: “Asset quality indicators are strong with total NPL’s representing only 0.74% of total loans by September 30, 2005. The ratings on BMI reflect its adequate risk profile, well-defined strategy and satisfactory financial performance.” Net Interest Margin ____________________________________________ 2.89 % Cost to Income ________________________________________________ 47.62 % 2. Capital Capital Adequacy (BIS Standard) __________________________________ 13.06 % Shareholders’ Funds/Total Assets _________________________________ 9.71 % 3. Asset Quality Non-Performing Loans to Total Loans ______________________________ 0.90 % Loan Loss Provision to Total Non-Performing Loans ____________________ 77.42 % 4. Liquidity Net Loans to Total Deposits ______________________________________ 79.99 % Net Loans to Total Assets ________________________________________ 70.89 % Liquid Assets to Total Deposits ____________________________________ 31.29 % 5 BMI ANNUAL REPORT 2005 CHAIRMAN’S MESSAGE message chairman’s I am delighted to report that our first 12 months, has been marked by a series of steady achievements, despite some very serious challenges. We introduced new products and services, expanded our delivery channels and continued to strengthen our presence in the Kingdom of Bahrain. On January 1st 2005 we established BMI as a locally incorporated bank. Our performance in our first year has been remarkable. A sterling achievement, given growing competitiveness in domestic and regional markets, and the continued volatility of the global economy over the last twelve months. However, these factors were offset by the positive growth in the region’s capital markets and economies due to the dramatic rise in oil prices. The resulting increase in liquidity provided a boost for investment in new infrastructure and industrial projects in Bahrain and throughout our operating market. Bahrain has been recognized as having the freest economy in the Middle East. This together with the recent Free Trade Agreement (FTA) with the USA, will further enhance Bahrain’s attractiveness as a destination for global commerce. In addition, several new banks are being established in Bahrain. All these developments will add to the Kingdom’s status as the financial capital of the region and a thriving, well-regulated business centre. Financial performance Firstly to our results, which in my view provides the clearest evidence of the progress we have made. On any measure, 2005 was an outstanding year for BMI. Our net profit was BD 4.1 million. Providing a Return on Average Equity of 18.6%, one of the highest reported among the ‘Full Commercial Banks’ in Bahrain. Earnings per share was at an exceptional 0.205 fils (par value of shares BD 1). The result has been built on our ability to deliver significant income growth while holding expense growth. As a result, we have successfully maintained our cost to income ratio at an industry low of 47%. Furthermore, our business lines delivered strong performance with good earnings growth. Total assets grew by 46.4% since the beginning of the year to BD 249 million. Loans and advances grew by an extraordinary 58% to BD 176 million. Unfortunately it is important to note that in July 2005, BMI uncovered certain irregularities where one of its traders had breached his internal limits while trading in DAX index certificates. In an effort to conceal his losses the trader willfully tampered with the confirmation and reconciliation processes. The bank has since terminated the employee, ceased proprietary trading altogether and amicably resolved the case with the foreign counter-party. Concurrently, the market risk function has been brought under the risk management purview. Although BMI had disputed the validity 6 BMI ANNUAL REPORT 2005 CHAIRMAN’S MESSAGE JANUARY: BIRTH OF BMI January 1st 2005, the Kingdom of Bahrain awoke to a brand new day, a brand new year and a brand new bank - BankMuscat International B.S.C.(c) (BMI). Set up as a Full Commercial Bank, registered and based in the Kingdom of Bahrain and regulated by the Bahrain Monetary Authority, BMI opened its doors to a bright and confident future. of the trades, the shareholders (on a pro rata basis) agreed to settle at an amount of EUR 17 million directly with the counter-party, reflecting the strong support and commitment of the shareholders to BMI. The loss therefore has not impacted BMI’s 2005 statement of income as the amount is deemed to be for the account of the shareholders. International Credit Rating We have been assigned an investment grade rating in the very first year of operations by three international rating agencies – Moody’s, Capital Intelligence and Standard & Poor’s. The ratings are recognition of BMI’s consistent financial performance, strong asset quality and last but not least the strength of its shareholders. This is an outstanding achievement from which we draw much confidence. Strategic direction and achievements We embarked on a five-year strategic plan to meet our vision to become an innovative and dynamic regional bank. The main focus in the first year was to strengthen our position in our domestic market. Despite some serious challenges, I am pleased with the progress we have made. Over the last 12 months, BMI has developed into an energetic, innovative and responsive financial institution with a steadily growing regional reputation. Our motto of ‘BMI, together we make a difference’ embodies our core value of bringing together our employees and our customers to develop high quality services, financial solutions and products that are tailored according to our customers’ emerging needs. And the results in the first year have been remarkable. Consider this: Two new branches were launched in strategic locations within Bahrain. One in Sanad and the other in Muharraq bringing the branch network to three. New ATM machines were installed at these branches taking our network of ATMs to 5. The ATM network was then connected to the GCC-Net, providing access to our customers throughout the GCC region. We successfully launched three new retail products – Mortgage Loans , Auto Loans, and Credit Cards while our Al Mazyona savings certificates – BMI’s flagship retail product aimed at promoting savings - continued to flourish. In addition, we have also made significant investments to improve BMI’s e-Channels and introduced our new state-of-the-art IT systems, Trade Innovation and e-Trade, enabling faster and more efficient transactions. Managing Risks and Internal controls Despite our rapid growth, we have been selective of our growth opportunities, as we believe that we must make the right choices so that we benefit in the longer term. With this in mind, in 2005 we invested heavily to revamp and restructure our risk management and internal control procedures. In fact one of our key goals for 2006 is to ‘improve our risk management resilience’. This is an ongoing process where we will continually assess and manage the risks that affect our business in accordance with a set of core risk management values. The approach is to enable risk to be balanced against appropriate rewards and reflects BMI’s vision and values, objectives and strategies, and procedures and training. Looking forward With a positive economic outlook for the coming year both regionally and in BMI’s domestic market of Bahrain, we embark upon 2006 with confidence. We anticipate continuing earnings momentum will come from our many growth and productivity initiatives that are underway across all business lines. As a result, your board is again confident that BMI is positioned to continue to deliver strong outcomes for all its stakeholders into the coming year. This confidence is built on the strength and diversity of our people. The enormous talent and commitment of our staff gives me great confidence in our continued success, no matter what challenges may arise in the years ahead. Word of thanks In conclusion, I wish to place on record the board of directors’ sincere appreciation for the support and guidance given by Bahrain Monetary Agency. I would also like to record my gratitude on behalf of the Board of Directors and shareholders to their Majesties King Hamad bin Isa Al Khalifa, the King of Bahrain, and Sultan Qaboos bin Said, the Sultan of Oman and to their respective governments for their continued support for BMI. Finally, what we have achieved is, in the main, due to the unflagging efforts and dedication of our staff at BMI. I take this opportunity to express my admiration and appreciation of our staff, with their enthusiastic support there is nothing we can’t achieve AbdulMalik bin Abdullah Al-Khalili Chairman 7 BMI ANNUAL REPORT 2005 BOARD OF DIRECTORS’ PROFILES profiles board of directors Sheikh AbdulMalik bin Abdullah Al Khalili Sheikh Khalid bin Mustahail Al Mashani Mr. Salah Saleh Asheer CHAIRMAN DEPUTY CHAIRMAN DIRECTOR Mr. Sulaiman bin Mohamed bin Hamed Al Yahyai DIRECTOR Sheikh Al Khalili is the Chairman of the Board of Directors of BMI as well as Chairman of the Board of Directors of BankMuscat S.A.O.G. Sheikh Al Khalili is also the Executive President of the Diwan of the Royal Court Pension Fund of the Sultanate of Oman, a Director of Muscat National Holding S.A.O.C and National Investment Funds Company S.A.O.C. and Qurum Financial Services S.A.O.C. Sheikh Al Khalili is the Chairman of the Board Business Strategy Committee of BMI. Sheikh Al Khalili holds a BA in Business Administration. 8 Sheikh Al Mashani is the Deputy Chairman of the Board of Directors of BMI as well as Deputy Chairman of the Board of Directors of BankMuscat S.A.O.G. Sheikh Al Mashani is a Director of the Port Services Corporation of the Sultanate of Oman, Al Omaniya Financial Services Co., DIDIC and Dhofar Power Co. Sheikh Al Mashani is the Chairman of the Board Credit Committee of BMI. Sheikh Al Mashani holds a Masters degree in Finance from Oxford University, U.K. Mr. Asheer is the Chief Executive Officer of Premier Group and certain Bahrain-based privately held investment companies (together, the Companies). Mr. Asheer is an experienced investment banker and has served as a Director of several local, regional and international subsidiaries and associates of the above Companies. The Companies own and manage a diversified range of investments in the financial services industry among others. Mr. Asheer is a member of the Board Audit, Credit and Business Strategy Committees of BMI. Mr. Asheer is a Certified Public Accountant and holds a BSc in Accounting Science. Mr. Al Yahyai is the Deputy General Director of Administration and Finance Audit, Royal Court Affairs of the Sultanate of Oman, and Chairman and Managing Director of Best Western Muscat hotel. Mr. Al Yahyai is a Director on the Board of BankMuscat S.A.O.G. and a member of its Board Credit Committee, and the Chairman of Oman Chlorine Co. Mr. Al Yahyai is the Chairman of the Board Audit Committee and a member of the Board Business Strategy Committee of BMI. Mr. Al Yahyai holds an MBA in Finance from the University of Wales, U.K. BMI ANNUAL REPORT 2005 BOARD OF DIRECTORS’ PROFILES FEBRUARY: LAUNCHED OUR VISA CREDIT CARD To help enhance our portfolio of products, we launched our VISA Credit Card which offered customers a world of benefits as offered by Visa international. Mrs. Maha Al Ghunaim Mr. David Jackson DIRECTOR DIRECTOR Brigadier Saif bin Ali Al Amri Mr. Sunder George Mr. Ahmed Al Abri DIRECTOR DIRECTOR Mr. George is the Deputy Chief Executive Officer of BankMuscat S.A.O.G. as well as a Director of Renaissance Services S.A.O.G., and Centurion Bank of Punjab. Mr. George is a member of the Board Business Strategy Committee of BMI. Mr. Al Abri is the Chief Operating Officer of BankMuscat S.A.O.G. as well as a Director of Muscat Index Fund, and Muscat International Guaranteed Fund. Mr. Al Abri is a member of the Board Credit Committee of BMI. DIRECTOR Mrs. Al Ghunaim is the Founder, Vice Chairman, and Managing Director of Global Investment House. She currently holds various positions as member of the Board of Directors of National Industries Group (NIG), Kuwait, member of the Executive Committee at NIG, member of the Financial & Investment Committee at the Kuwait Chamber of Commerce & Industry, and member of the Practitioner Committee for the Dubai International Financial Exchange (DIFX). Mrs. Al Ghunaim was previously a member of the Executive Committee at United Bank of Kuwait (UBK). Mrs. Al Ghunaim is a member of the Board Audit and Business Strategy Committees of BMI. Mr. Jackson is the Chief Investment Officer of Istithmar and currently serves as a member of the Board of Directors at Istithmar Building FZE., Souq Residence FZ LLC and Souq Palm FZ LLC. Mr. Jackson has held senior positions in New York and Asia for Lehman Brothers, Saks Fifth Avenue and Marco Polo Partners, LLC. Mr. Jackson is a member of the Board Audit, Credit and Business Strategy Committees of BMI. Mr. Jackson holds a MBA from Yale University, U.S.A and a Bachelors degree in Economics from Princeton University, U.S.A. Brig. Al Amri is a Defence Resource Advisor at the Ministry of Defense of the Sultanate of Oman, a Director of BankMuscat S.A.O.G. and a member of its Board Credit Committee. Brig. Al Amri is also an Executive Director of the Ministry of Defense Pension Fund of the Sultanate of Oman, and a Director of Taageer Finance Co. Brig. Al Amri is a member of the Board Credit Committee of BMI. Mr. George holds a MBA from IMD Switzerland, and is a Fellow of the Chartered Institute of Bankers F.C.I.B (London) and a Certified Associate Brig. Al Amri is an Arab of the Indian Institute of Certified Accountant and Bankers C.A.I.I.B (India). an Accounting Technician, and he holds a Higher Diploma in Finance and Cost Accountancy. Mr. Al Abri holds an EMBA – General Managers’ Program from Harvard University, U.S.A. and a MBA from the University of Lincolnshire & Humberside, U.K. Mrs. Al Ghunaim holds a BSc in Mathematics from San Francisco State University, U.S.A. 9 BMI ANNUAL REPORT 2005 CORPORATE GOVERNANCE governance corporate Our Approach to Corporate Governance At BankMuscat International B.S.C. (c) (BMI), we believe that good corporate governance should embody the best practice at the global level today. From our Board of Directors to our family of employees, we strive to practice the principles of good corporate governance in every aspect of our evolution. In the present environment of increased scrutiny of corporate behavior, we believe that maintaining the highest standards of integrity is of paramount importance towards assuring our stakeholders of our common commitment to make a difference, as well as being integral to our aspirations of becoming a regional leader. The Board of Directors The Board of Directors of BMI is accountable to its shareholders. The main roles of the Board are to create value for its shareholders and provide leadership towards achieving the objectives of all its stakeholders, whilst ensuring that these duties are discharged in a transparent and ethical manner. They encompass, but are not limited to, approving the strategic objectives of BMI and ensuring that the necessary resources are made available towards achieving these. 10 In addition, the responsibilities of the Board include: Setting BMI’s strategy and approving the annual budget; Reviewing operational and financial performance, and approving financial reporting and other disclosures; Evaluating and approving appointments to the Board and Executive Management; Ensuring that Board and Executive Management development and succession plans are in place; and Ensuring that the BMI’s business is conducted ethically and transparently. BMI’s Board comprises of nine non-executive directors, appointed for a term of three years, which is subject for renewal by a resolution adopted by the general assembly of shareholders. Nomination and selection to the Board is representative of the shareholding structure, and is performed at the general assembly of the shareholders. The Role of the Chairman The Chairman is a non-executive director, appointed by the Board. The Chairman’s role includes: Ensuring that when all Board members take office, they are fully briefed on the terms of their appointment, their duties and responsibilities; BMI ANNUAL REPORT 2005 CORPORATE GOVERNANCE MARCH: LAUNCHED MORTGAGE AND AUTO LOANS In line with our strategy to strengthen our bouquet of products and services offered, March witnessed the launch of our Mortgage and Vehicle Loans. Providing effective leadership in formulating the Board’s strategy; Representing the views of the Board to the public; Ensuring that the Board meets at regular intervals throughout the year, and that minutes of meetings accurately record decisions taken and, where appropriate, the views of individual directors. BMI Board of Directors Board of Directors Designation Sh. AbdulMalik bin Abdullah Al Khalili Chairman Sh. Khalid bin Mustahail Al Mashani Deputy Chairman Mr. Salah Saleh Asheer Director Mr. Sulaiman bin Mohamed bin Hamed Al Yahyai Director Mr. David Jackson Director Mrs. Maha Al Ghunaim Director Brigadier Saif bin Ali Al Amri Director Mr. Sunder George Director Mr. Ahmed Al Abri Director The directors’ credentials are detailed in the Board of Directors Profiles in this report. The Board meets at least four times in a financial year and such meetings are summoned by an invitation from the Chairman, or if requested by any director. The Board has delegated the following responsibilities to the Executive Management Committee: The development and recommendation of strategic plans for consideration by the Board that reflect the longer term objectives and priorities established by the Board. Implementation of the strategies and policies of the bank as determined by the Board. Monitoring of the operating and financial results against plans and budgets; Monitoring the quality of the investment process against objectives; Prioritising the allocation of capital, technical and human resources; Monitoring the composition and terms of reference of management committees; and Developing and implementing risk management systems. BMI ANNUAL REPORT 2005 CORPORATE GOVERNANCE APRIL: REBRANDED TRADE FINANCE Our Trade-Services unit was rebranded into Global Trade Services (GTS) to bring it in line with the bank’s overall business strategy. Committees of the Board There are currently three Board level committees. These are the Audit, Credit, and Business Strategy Committees. The terms of reference of the respective committees are set out as follows: BMI Board of Directors Committees COMMITTEE DIRECTOR ROLE AUDIT Mr. Sulaiman bin Mohamed bin Hamed Al Yahyai Chairman Mr. Salah Saleh Asheer Member Mrs. Maha Al Ghunaim Member Mr. David Jackson Member Sh. Khalid bin Mustahail Al Mashani Chairman Mr. Salah Saleh Asheer Member Mr. David Jackson Member Brigadier Saif bin Ali Al Amri Member Mr. Ahmed Al Abri Member Sh. AbdulMalik bin Abdullah Al Khalili Chairman Mr. Sulaiman bin Mohamed bin Hamed Al Yahyai Member Mr. Salah Saleh Asheer Member Mrs. Maha Al Ghunaim Member Mr. David Jackson Member Mr. Sunder George Member CREDIT BUSINESS STRATEGY Audit Committee of the Board The Audit Committee was constituted to assist the Board in fulfilling its oversight responsibilities through the review of the financial reporting process, the systems of internal control, the audit process and the Bank’s process for monitoring compliance with the regulatory framework in which it operates. Membership and Attendance The audit committee consists of four directors nominated by the Board. The Chairman of the committee is appointed by the Board. 12 Frequency of Meetings Audit committee meetings are held once every quarter. The committee members may request an additional meeting if they consider it necessary. Authority The audit committee has unlimited scope of activity authorized by the Board of directors. The committee receives risk assessments and an understanding of key control issues facing the bank from the internal and external auditors as well as management. BMI ANNUAL REPORT 2005 CORPORATE GOVERNANCE MAY: LAUNCHED OUR 2ND BRANCH IN SANAD In line with a commitment to bring the bank closer to customers, we launched our second full service branch in Bahrain. BMI Board of Directors Committee Meetings Attendance DIRECTORS SCHEDULED BOARD MEETINGS COMMITTEE MEETINGS Audit Credit Bus.Strategy Sheikh AbdulMalik bin Abdullah Al Khalili 7 (7) n/a n/a 5 (5) Sheikh Khalid bin Mustahail Al Mashani 7 (7) n/a 2 (2) n/a Mr Salah Saleh Asheer 4 (7) 2 (3) 2 (2) 3 (5) Mr Sulaiman bin Mohamed bin Hamad Al Yahyai 7 (7) 3 (3) n/a 5 (5) Mr David Jackson 7 (7) 3 (3) 2 (2) 5 (5) Mrs Maha Al Ghunaim 5 (7) 2 (3) n/a 3 (5) Brigadier Saif bin Ali Al Amri 6 (7) n/a 2 (2) n/a Mr Sunder George 7 (7) n/a n/a 5 (5) Mr Ahmed Al Abri 7 (7) n/a 2 (2) n/a Roles and Responsibilities The committee’s specific responsibilities include: Evaluating the systems of internal control and whether these are comprehensively reviewed by the internal and external auditors and communicated effectively by Executive Management. Reviewing the activities, structure, competencies effectiveness of the internal audit function. and Reviewing the financial reporting process and significant accounting and reporting issues, including professional and regulatory pronouncements and their potential impact on the financial statements. Reviewing the unaudited and audited financial statements in conjunction with the external auditors and management, to ensure that any necessary adjustments are dealt with adequately before formal adoption of the accounts. Reviewing the effectiveness of systems for monitoring compliance with laws and regulations, and to periodically obtain updates from management and general counsel regarding compliance. Reviewing the proposed scope and approach, independence, and performance of the external auditors. Reviewing and updating the terms of reference upon the directives of the Board. Board Credit Committee The Board Credit Committee was constituted to assist the Board in fulfilling its oversight responsibilities through the formulation and implementation of credit policies in compliance with laws and regulations, with a view to achieving the strategic objectives of the bank whilst maintaining a high quality risk asset portfolio. The committee also reviews the portfolio of non-performing assets and provisioning requirements of the bank, and encourages ethical lending, and integrity and transparency in stakeholder reporting in relation to risk assets. Membership and Attendance The board credit committee consists of five directors nominated by the Board. The Chairman of the committee is appointed by the Board. Frequency of Meetings Board credit committee meetings are held once every quarter or more frequently as and when deemed necessary. Authority The committee has complete authority to recommend matters relating to credit and credit risk management policies, in light of changes to the bank’s operating environment, to the Board. In addition the committee has the authority to ensure compliance BMI ANNUAL REPORT 2005 CORPORATE GOVERNANCE In the present environment of increased scrutiny of corporate behavior, we believe that maintaining the highest standards of integrity is of paramount importance towards assuring our stakeholders of our common commitment to make a difference, as well as being integral to our aspirations of becoming a regional leader. with credit policies, communicate with internal and external auditors to assess the strength of the lending portfolio, consider and approve extensions to credit facilities above the remit of the management credit committee on their recommendation. Roles and Responsibilities The committee’s specific responsibilities include: The ongoing review of credit and credit risk management policy formulation, in light of the bank’s strategic objectives and dynamic operating environment. The review and organization of the necessary critical skills and other resources towards this, including any relevant external expertise as and when required. Ensuring the credit approval process is fair and transparent and compliant with the policies set by the Board. Ensuring that the quality of credit assets conforms to the risk parameters as set by the bank’s credit and credit risk management policies. Implementing and monitoring a risk management framework that reflects the best practices in the industry. Ensuring an appropriate internal control system covering both financial and non-financial controls relating to credit matters. Reviewing and updating the terms of reference upon the directives of the Board. Business Strategy Committee The Business Strategy Committee was constituted to assist the Board in fulfilling its strategic decision making responsibilities. The committee reviews the business initiatives and proposals of Executive Management on behalf of the Board and recommends suitable courses of action. Membership and Attendance The members of the Business Strategy Committee are nominated by the Board. The Chairman of the committee is appointed by the Board. Frequency of Meetings Business Strategy Committee meetings are held once each quarter. The committee members may request an additional meeting if they consider it necessary. Authority The Business Strategy Committee is authorized by the Board to review the strategic initiatives of the bank and thereby recommend to the Board any suitable course of action and supporting its decision at the Board level. 14 BMI ANNUAL REPORT 2005 CORPORATE GOVERNANCE JUNE: AL MAZYONA SAVING CERTIFICATES PRIZE SCHEME REVISED We revised our flagship Al Mazyona Saving Certificates prize scheme in June keeping it in line with our Brand communications - fresh and inspiring. As part of the revised prize scheme we increased our prizes to seven weekly prizes, three monthly prizes and one quarterly prize. Executive Management Committees Committee Summary Terms of Reference Management To review the overall performance of the functions of the bank in line with the business plan and operating environment in order to achieve the bank’s objectives as set forth by the Board. Asset & Liability To perform overall management of the balance sheet and the strategic management of risk. Credit To ensure the maintenance of high standards of asset quality and growth and the management of associated risks. Information Technology To achieve the Bank’s IT objectives and provide direction in IT initiatives based on needs driven by business. Roles and Responsibilities The committee’s specific responsibilities include: Evaluating the effectiveness of existing strategies and their return to the shareholders. The periodic review of key risks involved in the organization and its environment, both internal and external, and to consider whether these are being adequately addressed. Reviewing the bank’s International Business proposals in relation to new market entry, maintaining the bank’s business presence overseas, and detailed analysis of investment proposals and acquisitions. Reviewing the performance of existing business lines, the introduction of new products and services within and without existing business lines. Ensuring compliance with the laws and regulations of the Bahrain Monetary Agency as well as those of the proposed host country. Reviewing and updating the terms of reference upon the directives of the Board. Executive Management Committees Several Executive Management committees have been constituted to assist in the affairs of the bank, comprising of various senior managers. The main committees and their respective summary terms of reference are set out above. Communication with Stakeholders BMI uses all available avenues to communicate with its stakeholders, in line with the principle of transparency and disclosure that is integral to good corporate governance. This includes wide use of the media for the purposes of advertising and providing information on the bank’s progress. Furthermore BMI’s website www.bmi.com.bh carries updates of the bank’s progress, and any significant events. BMI’s quarterly results are published in both Arabic and English newspapers, and are posted on the bank’s website. Copies of these releases are available on request. Professional Profile of the Statutory Auditors The Board of Directors appointed Ernst & Young Middle East as the statutory auditors for BMI by a resolution adopted at the first meeting of the promoters of BankMuscat International (under incorporation) of November 2004. Ernst & Young is a professional services organization committed to providing the highest quality professional accounting, auditing, taxation and consultancy services, with more than 110,000 personnel worldwide. They provide integrated services to private enterprises and public agencies in more than 670 cities located in more than 130 countries. The Middle East practice of Ernst & Young is an independent professional firm which has operated in the Middle East region since 1923 and is a member of Ernst & Young Global. During the past 82 years, the firm has evolved to meet the developments within the area and today their clients are served by 1,700 staff working from 17 offices in 14 Arab countries. BMI ANNUAL REPORT 2005 MANAGEMENT DISCUSSION AND ANALYSIS management discussion and analysis Business and Operating Environment A Brief History On January 1st 2005, BankMuscat International B.S.C.(c) (BMI) was established as a locally incorporated Full Commercial Bank (FCB), registered and based in the Kingdom of Bahrain and regulated by the Bahrain Monetary Agency (BMA). Our achievements in the first year have been won amidst growing competitiveness in the domestic and regional markets. However, buoyant conditions in the regional capital markets resulting from high oil prices have created overall positive conditions for investment, with new infrastructure and industrial projects planned in Bahrain and the wider region. BMI Shareholders BANKMUSCAT (OMAN) PREMIER GROUP (BAHRAIN)* ROYAL COURT AFFAIRS (OMAN)** ISTITHMAR (UAE)*** GLOBAL INVESTMENT HOUSE (KUWAIT) * The Premier Group is owned by the Diwan of the Royal Court of the Kingdom of Bahrain. ** The Royal Court Affairs (RCA) is part of the Government of the Sultanate of Oman. *** Istithmar is the Investment arm of the Government of Dubai 16 BMI ANNUAL REPORT 2005 MANAGEMENT DISCUSSION AND ANALYSIS JULY: 1ST TIE-UP FOR MORTGAGE LOAN WITH ZAWYE We signed our first exclusive agreement with Zawye residential towers, a BD 30 million development segment of Amwaj Plaza and Falcon properties, paving the way for prospective buyers to get financing facilities. We commenced operations with 73 full-time employees at the beginning of the year and grew to a total of 105 by the close of 2005. The Regional Market Outlook The regional market performed exceptionally well in 2005 driven by high liquidity and a real estate boom. This trend is expected to continue into the first half of 2006. However, this increased liquidity may also be expected to follow investment opportunities present in alternative global markets. There has been a resurgence of IPOs in the regional market on the back of a bullish secondary market, a trend which we can expect to continue into 2006. The political initiatives towards a common market in 2007 with a view towards a single currency in 2010 should present further opportunities. The Local Market Outlook Bahrain has maintained its position as one of the most forward looking countries in the region and has taken strides towards further democratic reform with the first public elections held in 2002. Bahrain’s GDP is forecast to grow by 6.8% in 2006. Oil prices are expected to maintain their high levels in 2006, hence no major concerns are envisaged with regard to oil revenues and the consequent impact on government expenditure. Due to relatively low oil resources in Bahrain (oil’s contribution to the 2004 GDP was 13%), the country has enacted a policy of economic diversification. At the same time it is important to note that although the economy is relatively independent of oil, it is closely interlinked with its neighbouring oil-dependent economies. Economic diversification in Bahrain is evidenced by growth in the financial services sector, aluminum production, tourism and other services sectors. The Bahrain real estate segment is one of the most dynamic in the region with ongoing projects like Amwaj Island, Durrat al Bahrain, Riffa Views and the recently proposed Two Seas. Unlike most of its neighbours (who allow only leasehold possession), Bahrain allows expatriates freehold possession of property. The impact of Bahrain signing the Free Trade Agreement (FTA) with the USA in July 2005 is expected to add impetus to the trade business of the country, and Bahrain’s lead is being followed by other GCC countries that are negotiating their own FTA’s with the USA A number of new initiatives are set to play a significant role in BMI ANNUAL REPORT 2005 MANAGEMENT DISCUSSION AND ANALYSIS GLOBAL TRADE SERVICES AUGUST: IMPLEMENTED TRADE INNOVATION IN RECORD 3 MONTHS GTS launched Trade Innovation system to automate it’s processes. future development in the Kingdom. The government has been contemplating labour reforms to tackle growing unemployment at the same time as it aims to increase Bahrainization. A further step towards addressing these issues was made this year when the minimum monthly salary for public service was raised. The Financial Sector Bahrain continues to be the financial hub of the region. This position is borne by the number of financial institutions operating in the country, and the contribution which the financial services sector makes to GDP, which stood at 24% in 2004. As Bahrain’s banking industry continues to grow, the BMA is keeping abreast of developments, with significant steps being made to boost the country’s insurance sector including Islamic insurance. While Bahrain is in the regional lead for banking and insurance, the country’s equities market is lagging behind its GCC peers on all fronts with development required in the number of listed companies, market capitalization and trading activity. The total number of Financial Institutions in Bahrain stands at 366 out of which 190 belong to the banking sector. Among them are 25 commercial banks, 51 offshore banks, 37 investment banks, 32 representative offices, and two specialized banks, while 43 fall under other categories. Insurance Institutions number 163, while there are 13 capital market institutions. Though developing at the macro level, the high number of financial sector companies offering banking services has resulted in intense competition with the resulting evidence of thin margins on lending, in the face of growing interest rates. It is expected that the increased government expenditure resulting from higher oil revenues and the upcoming elections in 2006 will bolster business activity further with a consequential positive impact on the banking industry. Bahrain’s trade finance business is expected to rise with the growth in trade activities, and the country’s wealth management business, driven by regional investors and buoyed by high regional liquidity, looks set to remain an attractive business segment in the near future. One segment that is not expected to grow is the personal loan segment, which has in the past been the mainstay of banking – personal loans represented 45% of total loans in 2005. 18 Due to excessive leverage by the general public, the BMA has put restrictions on lending to this segment, which has resulted in an immediate deceleration in the growth of the segment this year. But given the overall economic environment and the youthfulness of Bahrain’s population - more than 75% of the population is below 40 years of age - this is likely to result only in a short term slowing down and the long term potential still looks attractive. This growing young population is technologically savvy and their dependency on on-line and real time information is of paramount importance, which presents BMI with opportunities to tap into this segment through offering e-channels. An Overview and Outlook of the Banking Industry in Bahrain Bahrain has a robust and established banking sector that saw significant growth in 2005. The BMA reported an increase in total banking assets of 18%, rising to over US $140 billion by the close of the year. This figure is almost 13 times larger than the GDP. The BMA reports increasing international investment interest in regional economies, with Bahrain presenting an attractive location as a launch pad for regional business activities, as evidenced by the growth in new entrants to the banking sector. The Kingdom’s advantages lie in its geographic location; its efficient regulatory environment; innovation (especially in developments related to Islamic finance, with the establishment of institutions to promote the deepening of Islamic financial markets); the availability of a highly skilled workforce; and reasonable operating costs. The position of BMI By the close of our first year, our achievements have been significant: we expanded our presence in our home market of Bahrain with the launch of two new branches in Sanad and Muharraq; we reported a Return on Equity of 18.6%; we were awarded Investment Grade ratings from three international ratings agencies, and we have developed a strong and consistent brand identity. Our products and services have been enhanced with the successful launch of Mortgage and Auto Loans, the BMI credit card, the GCC Net ATM Card and the GCC Brokerage Service. The outlook for BMI in 2006 Looking ahead to 2006, we aim to consolidate our position in Bahrain with the opening of a further three branches, bringing the total to six, and we will launch 10 offsite ATM’s in prominent locations around the country. Our plans for the continuous development of new products and BMI ANNUAL REPORT 2005 MANAGEMENT DISCUSSION AND ANALYSIS SEPTEMBER: 2ND EXCLUSIVE MORTGAGE TIE-UP WITH AMWAJ PLAZA We signed a mortgage loan agreement with the developers of Amwaj Plaza, paving the way for a strategic alliance. As per the agreement BMI has exclusivity over disbursing loans to prospective buyers of Amwaj Plaza. services will include the launch of e-Channels, Internet Banking, e-Trade, and enhancing SME banking. As we move forward, we continue to invest in improving our infrastructure, ensuring that we develop strong risk management processes to improve our risk management resilience. This year we will be implementing our new Risk Management System: BCP/DRC, in readiness for compliance with the BASEL II accord. The Opportunities We Face BMI faces a positive macroeconomic scenario resulting from continued high oil prices and strong liquidity, and we are positioned to take advantage of the opportunities posed by the deregulation of banking in the region, along with moves towards the creation of a common market in 2007 and a single currency in 2010. The high level of liquidity in the market is creating growing requirements for wealth management, represented by Private & Investment Banking. The positive economic climate in the region is predicted to continue with estimated regional GDP growth forecast at 15% over the coming five years (at an average 5% to 6% per annum), and the entire GCC/Arab banking sector stands to reap the benefits of these healthy conditions. 86 Arab banks currently figure amongst the top 1000 banks globally, and BMI aims to play an active part in the recent trend towards consolidation in the Arab banking sectors. New opportunities have also arisen through the potentially large market for Islamic banking, which is growing rapidly. environment resulting from geo-political and economic factors, technological developments and trends in consumer behaviour. While the introduction of innovative products and brand differentiation are complex and costly, we are structured to support these activities and we have embraced the need for real time information, full automation and integration with web-based technology. We are preparing for the impact of BASEL II compliance, which will require that sufficient resources and adequate planning is in place for implementing the requirements of the accord. BMI’s Business Units Despite the increasing competitiveness in our domestic and regional markets, we reported an excellent performance in our first year. We consolidated our position in our home market with the opening of two new branches. Our Return on Equity for the year was at a remarkable 18.6%, and we were awarded Investment Grade ratings from three international ratings agencies. Retail Banking Retail banking has been one of the major growth areas for BMI this year. Retail Banking assets increased by 29% to BD 39 million. Savings Accounts increased by 27% to BD 9 million. One of our key products launched this year - Mortgage Loans - was well received in the market and was very successful. Furthermore, the revamping of our flagship product Al Mazyona Saving Certificates has enhanced our customer base and deposits while enhancing our visibility and the ‘BMI’ brand in our home market When one considers the potential impact of the demographic profile of the region’s population, the banking sector is faced with a relatively young market of which 60% are under the age of 20. This technologically savvy youthful segment is having a positive impact on consumer spending, which presents significant potential for providing on-line banking and real time information services. During the year the opening of our two new branches in Sanad and Muharraq has helped in soliciting customer deposits and enhanced sales of retail loan products, particularly mortgage loans. The Challenges We Face BMI is equipped to move swiftly to meet the challenges faced by the contemporary banking industry. Corporate Banking Corporate banking exhibited outstanding growth in 2005. Assets grew by a remarkable 65% to BD 110 million. We face fierce competition from local, regional and international banks, with pressures towards consolidation, while at the same time we must navigate the legal and geo-political risks presented by new markets and overcome restrictions on expanding into new territories. BMI will have to tackle the constant change in today’s business A strong feature was the exceptionally high asset quality maintained during the year. The assets quality measure in the form of Nonperforming Loans (NPL’s) /Loans remained extremely low at 0.3%. The retail business growth was accompanied by an increase of almost 50% in Retail Banking’s staff strength. BMI ANNUAL REPORT 2005 MANAGEMENT DISCUSSION AND ANALYSIS OCTOBER: ATM NETWORK CONNECTED TO GCC NET We successfully connected our ATM’s to the GCC network giving all BMI ATM card holders access to their money from any ATM machine in the GCC. The year 2005 was marked by a number of achievements in all aspects of Corporate Banking. Corporate Banking added some prestigious regional names to our relationship list, we have embarked into regional markets, entered the international syndication market, and we produced a strategic plan for the future that will add new dimensions to our overall activities and business philosophy. Financial Institutions Group As a new line of business launched in June 2005, FIG has demonstrated significant growth potential. Assets of FIG grew to BD 23 million at the end of the year. The outlook for FIG is positive, and we are confident that FIG will be a vital part of BMI’s success in the future. Private Banking Our Private Banking unit has performed well, with asset growth of 14% to BD 15.5 million. We are expecting the GCC brokerage activity, which was launched in late 2005, to be a major revenue generator in 2006. The GCC brokerage activity enables BMI’s clients to trade in 6 different markets using one account. Islamic Banking Islamic Banking had a rewarding year with growth in assets reaching 37% to BD 18.5 million. A new strategy has been implemented for the Islamic Banking function and in 2006, Islamic Banking will be a major contributor to our income. Risk Management Risk is defined as the combination of severity and frequency of potential loss over a given time horizon. Risk can be expressed in the dimensions of potential severity of loss (magnitude of impact) and potential loss frequency (likelihood of occurrence). Risk Management is the process by which the bank identifies key risks, sets consistent understandable risk measures, chooses which risks to reduce, which to increase and by what means, and establishes procedures to monitor the resulting risk position. Risk management is the discipline at the core of every financial institution and encompasses all the activities that affect its risk profile. It involves identification, measurement, monitoring and controlling risks to ensure that optimum value is created for the shareholders through an optimum return on equity by an appropriate trade-off between risk and return. Effective risk management is the cornerstone of capital structure. The vision of Risk Management is to address all aspects of risk which the bank may be exposed to. The bank’s risk function is independent of lines of business and the Head of Risk Management reports to the Chief Executive with a dotted line reporting to the Board of Directors. The key role of the Risk Management function at BMI is 20 BMI ANNUAL REPORT 2005 MANAGEMENT DISCUSSION AND ANALYSIS NOVEMBER: LAUNCHED OUR 3RD BRANCH IN MUHARRAQ We launched our 3rd full service branch conveniently located in the heart of the Muharraq commercial centre. This brings the total number of BMI branches to three. defining, identifying and reducing risks, and being independent and objective. Risk management necessarily involves judgment. The onset of the Basel II guidelines, scheduled to be implemented in 2007, has reinforced the necessity for a strong, robust, committed and focused risk management function. The bank’s risk policy, as approved by the Board of Directors, analyses and sets risk limits for credit risk, liquidity risk, market risk and operational risk. Credit Risk Management Credit risk is defined as the potential that the bank’s borrowers or counterparties will fail to meet its obligations in accordance with the agreed terms. The goal of credit risk management is to maximize the bank’s risk-adjusted rate of return by maintaining credit exposures within acceptable parameters. The bank has well-defined policies and procedures for identifying, measuring, monitoring and controlling credit risk in all the bank’s activities. Credit limits are approved after a thorough assessment of the credit worthiness of the borrower or counterparty, including the purpose of and structure of the credit facility, and the source of repayment. Credit proposals are prepared by lines of business and are independently reviewed by Risk Management before the approval of the appropriate approving authority, such as the Management Credit Committee or Board Credit Committee, is sought. Annual presentations of the credit portfolio to the Management Credit Committee are undertaken by individual lines of business, in order to provide an overview of the bank’s entire credit portfolio. Sovereign Risk is managed in the same manner as credit risk, i.e. an assessment is made as to the level of exposure in a country with which the bank is comfortable, taking into account all relevant risk factors. Exposures to banks and other financial institutions are guided by risk limits set for these entities and approved by the Board of Directors based on various risk factors. The credit growth, quality and portfolio composition are continuously monitored to maximize risk adjusted returns and reduce the level of impairment. The concentration of risk is spread by the setting of various limits such as the Single Borrower Limit (SBL), country limits, industry-wise concentrations, sensitive sectoral limits and individual counterparty limits. These parameters are constantly and continuously subject to review, and updated accordingly. The Credit Administration department, with its independent reporting line, ensures that credit facilities are only released upon obtaining the requisite approvals and documentation. It also monitors daily excess of limits, overdues, exceptions, and overdue reviews, and escalates the same to the relevant credit committee. All relationships are reviewed annually and non-performing accounts are reviewed regularly. The bank adopts a rigorous standard for the identification, monitoring and provisioning of Non-Performing Loans (NPL’s) with a view to eventual recovery. Every problematic account is reviewed to evaluate compliance with laid down lending norms, arriving at an appropriate grade commensurate with the risk and incorporating the lessons, if any, into the bank’s lending guidelines. The bank provides for bad and doubtful debts as and when required, in line with the conservative provisioning norms it has set for itself. The Remedial Credit Committee meets every month to review all NPL’s and the level of provisions. Liquidity Risk Management Liquidity risk is the potential inability of the bank to meet its maturing obligations to a counterparty. Liquidity risk management seeks to ensure that the bank has the ability, under varying scenarios, to fund increases in assets and meet maturing obligations as they arise. The Treasury department of the bank is responsible for liquidity management in the bank, under the guidance and supervision of the management Asset and Liability Committee (ALCO). The risk policy sets liquidity limits, targets, and ratios, to aid robust liquidity management. The bank’s funding sources are well-diversified across funding types and countries and include customer deposits, certificates of deposits, and subordinated loans among others. The sources of and maturities of assets and liabilities are closely monitored to avoid any undue concentrations and to ensure the robust management of liquidity risk. Detailed contingency plans to meet liquidity in order to withstand a bank-specific or market crisis scenario are in place. These plans are reviewed regularly by ALCO and revised as and when necessary, to reflect the prevailing market conditions and operating environment. Market Risk Management Market risk is the risk of losses due to movements in financial market variables. The variables include interest rates, foreign exchange rates, and equities. BMI ANNUAL REPORT 2005 MANAGEMENT DISCUSSION AND ANALYSIS DECEMBER: ASSIGNED INVESTMENT GRADE RATINGS We were assigned investment grade ratings by three reputable ratings agencies -Moody’s, Capital Intelligence and Standard & Poor’s. Interest Rate Risk Management Interest Rate Risk is the risk that the bank’s profitability will be adversely affected by the changes in interest rates. Interest rate risk arises from the possibility of changes in interest rates and mismatches or gaps in the amount of assets and liabilities and off balance sheet items that mature or are re-priced in a given period. The responsibility for interest rate risk management rests with the bank’s ALCO. ALCO takes an integrated view of the interest rate risk across the bank’s products and lines of business. Operational Risk Management Operational Risk is the risk of loss resulting from inadequate or failed internal processes, people, systems, or from external events and includes legal risk. Business units have primary responsibility for identifying and managing operational risks. The bank’s risk policy provides the framework to identify, assess, monitor, control and report operational risks in a consistent and comprehensive manner across the bank. Operational risk is controlled through a series of strong internal controls and audits, well defined segregation of duties and reporting lines, detailed operations manuals and standards. Internal Audit independently reviews the effectiveness of the bank’s internal control systems, and their ability to minimize the impact of operational risks. Internal Control Systems and their Adequacy Management is fully aware of its responsibilities to the bank’s depositors and shareholders. A key factor in the fulfillment of these responsibilities, is the strength of the bank’s operating procedures and associated internal control systems. These are designed to 22 address several critical issues including the completeness, accuracy and reliability of the financial information that is used to monitor and manage the business and the need to provide fast and efficient services to customers. The bank addresses these issues by maintaining clearly defined operating procedures, which are updated as and when necessary to cope with the growth in the bank’s size and complexity. The operation of the internal control systems is also reviewed by the bank’s Internal Audit department, which reports directly to the Audit Committee of the Board of Directors. The organization structure and human resources policy of the bank are designed to ensure that areas of the bank’s operations are managed and supervised effectively by competent and wellqualified staff. Outlook BMI remains committed to its vision of long-term regional growth and providing superior returns to its stakeholders, employees and the community in which it operates. The bank will continue to work towards further strengthening its position, developing new products and services, and achieving overall excellence. The positive economic outlook for 2006, both in our domestic market of Bahrain and the wider region, gives us confidence in building on what has been a strong start, with continued growth and productivity initiatives. FINANCIAL STATEMENTS BMI ANNUAL REPORT 2005 FINANCIAL STATEMENTS AUDITORS’ REPORT TO THE SHAREHOLDERS OF BANKMUSCAT INTERNATIONAL B.S.C. (c) We have audited the accompanying balance sheet of BankMuscat International [the Bank] as of 31 December 2005, and the related statements of income, cash flows and changes in equity for the year then ended. These financial statements are the responsibility of the Bank’s Board of Directors. 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 plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Bank as of 31 December 2005 and the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards. We confirm that, in our opinion, proper accounting records have been kept by the Bank and the financial statements, and the contents of the Report of the Board of Directors relating to these financial statements, are in agreement therewith. We further report, to the best of our knowledge and belief, that no violations of the Bahrain Commercial Companies Law, nor of the Bahrain Monetary Agency Law, nor of the memorandum and articles of association of the Bank have occurred during the year ended 31 December 2005 that might have had a material adverse effect on the business of the Bank or on its financial position, and that the Bank has complied with the terms of its banking licence. We obtained all the information and explanations, which we required for the purpose of our audit. 15 February 2006 Manama, Kingdom of Bahrain 25 BMI ANNUAL REPORT 2005 FINANCIAL STATEMENTS BALANCE SHEET 31 December 2005 Note 2005 BD ’000 Cash and balances with Bahrain Monetary Agency 4 13,047 Due from banks and financial institutions 5 41,181 Loans and advances 6 176,277 Non-trading investments 7 14,723 Equipment 8 928 Other assets 9 2,507 ASSETS TOTAL ASSETS 248,663 LIABILITIES AND EQUITY LIABILITIES Deposits from banks 79,973 Customers' deposits 140,378 Other liabilities 10 4,179 224,530 TOTAL LIABILITIES EQUITY Share capital 11 20,000 Reserves 12 4,133 24,133 TOTAL EQUITY TOTAL LIABILITIES AND EQUITY 248,663 The financial statements were authorised for issue in accordance with a resolution of the board of directors on 15 February 2006. Chairman Chief Executive Officer The attached notes 1 to 29 form part of these financial statements. 26 Director BMI ANNUAL REPORT 2005 FINANCIAL STATEMENTS INCOME STATEMENT Year ended 31 December 2005 Note 2005 BD ’000 Interest and similar income 13 9,820 Interest expense and similar charges 14 4,847 NET INTEREST INCOME Other income 4,973 15 3,259 TOTAL INCOME 8,232 Staff expenses 2,528 Other operating expenses 1,137 Depreciation 8 255 TOTAL COSTS 3,920 NET PROFIT BEFORE PROVISIONS 4,312 Provision for credit losses 6 NET PROFIT Basic and diluted earnings per ordinary share 220 4,092 22 205 Fils The attached notes 1 to 29 form part of these financial statements. 27 BMI ANNUAL REPORT 2005 FINANCIAL STATEMENTS STATEMENT OF CASH FLOWS Year ended 31 December 2005 Note 2005 BD ’000 OPERATING ACTIVITIES 4,092 Net profit for the year Adjustment for non-cash items: 21 Foreign currency translation adjustments Depreciation 8 255 Provision for credit losses 6 220 4,588 Changes in operating assets and liabilities: Due from banks and financial institutions (26,057) Loans and advances (64,985) Non-trading investments (7,516) Other assets (1,609) Deposits from banks 66,146 Customers' deposits 19,661 Other liabilities (11,087) (20,859) Net cash used in operating activities INVESTING ACTIVITY Purchase of equipment 8 (463) (463) Net cash used in investing activity FINANCING ACTIVITY Share capital issued 20,000 Net cash from financing activity 20,000 DECREASE IN CASH AND CASH EQUIVALENTS (1,322) Cash and cash equivalents acquired on 1 January 23 24,561 CASH AND CASH EQUIVALENTS AT 31 DECEMBER 24 23,239 The attached notes 1 to 29 form part of these financial statements. 28 11 BMI ANNUAL REPORT 2005 FINANCIAL STATEMENTS STATEMENT OF CHANGES IN EQUITY Year ended 31 December 2005 RESERVES Cumulative changes in Share Statutory available-forProposed Retained capital reserve sale investments appropriations earnings BD ’000 BD ’000 BD ’000 BD ’000 BD ’000 Total BD ’000 Total BD ’000 20,000 - - - - - 20,000 Net movement in cumulative changes in fair values - - 41 - - 41 41 Net profit for the year - - - - 4,092 4,092 4,092 Total income/expense for the year - - 41 - 4,092 4,133 4,133 Transfer to statutory reserve - 409 - - (409) - - Proposed directors' remuneration - - - 207 (207) - - 20,000 409 41 207 3,476 4,133 24,133 Issue of share capital Balance at 31 December 2005 The attached notes 1 to 29 form part of these financial statements. 29 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 1 ACTIVITIES BankMuscat International B.S.C. (c) “the Bank”, a closed shareholding company was incorporated on 1 January 2005 when the Bank acquired the Bahrain commercial branch of BankMuscat Oman. The Bank operates under licences issued by the Bahrain Monetary Agency and is engaged in commercial banking activities through its three branches in Bahrain. The postal address of the Bank’s registered office is PO Box 350, Manama, Kingdom of Bahrain. 2 SIGNIFICANT ACCOUNTING POLICIES Basis of preparation The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and in conformity with the regulations of the Bahrain Monetary Agency. The financial statements are prepared under the historical cost convention as modified for the measurement at fair value of derivatives and investment securities. The carrying values of recognised assets and liabilities that are hedged items in fair value hedges, and are otherwise carried at cost, are adjusted to record changes in fair values attributable to risks that are being hedged. Due from banks and financial institutions These are stated at cost, adjusted for effective hedges, less any amounts written off and provision for impairment. Loans and advances These are stated at cost, adjusted for effective hedges and stated net of interest suspended, provisions for impairment and any amounts written off. Non-trading investments These are classified as follows: - Investments carried at amortised cost - Available for sale All investments are initially recognised at cost, being the fair value of the consideration given including directly attributable transaction costs. Premiums and discounts on non-trading investments are amortised using the effective interest rate method and taken to interest income. Investments carried at amortised cost Debt instruments which do not meet the definition of held to maturity and which have fixed or determinable payments but are not quoted in an active market are treated effectively as loans and receivables carried at amortised cost, (adjusted for effective hedges) less provision for impairment in value. Available for sale Other investments are classified “available for sale” and are normally remeasured at fair value, unless fair value 30 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 cannot be reliably determined in which case they are measured at cost less impairment. Fair value changes which are not part of an effective hedging relationship, are reported as a separate component of equity until the investment is derecognised or the investment is determined to be impaired. On derecognition or impairment the cumulative gain or loss previously reported as “cumulative changes in fair value” within equity, is included in the income statement for the period. That portion of any fair value changes relating to an effective hedging relationship is recognised directly in the income statement. Fair values For investments and derivatives quoted in an active market, fair value is determined by reference to quoted market prices. Bid prices are used for assets and offer prices are used for liabilities. For financial instruments, where there is no active market, fair value is normally based on one of the following: - recent transactions - brokers’ quotes - the expected cash flows discounted at current rates applicable for items with similar terms and risk characteristics The estimated fair value of deposits with no stated maturity, including non-interest bearing deposits, is the amount payable on demand. Premises and equipment Premises and equipment are initially recorded at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of all premises and equipment. Deposits Deposits from banks and customers’ deposits are carried at cost, less amounts repaid and adjustments for effective hedges. Provisions Provisions are recognised when the Bank has a present obligation (legal or constructive) arising from a past event and the costs to settle the obligation are both probable and able to be reliably measured. Derivatives Derivatives are stated at fair value. For the purposes of hedge accounting, hedges are classified into two categories: a) fair value hedges which hedge the exposure to changes in the fair value of a recognised asset or liability [or an unrecognised firm commitment]; and b) cash flow hedges which hedge exposure to variability in cash flows of a recognised asset or liability or a forecasted transaction. 31 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 In relation to effective fair value hedges any gain or loss from remeasuring the hedging instrument to fair value, as well as related changes in fair value of the item being hedged, are recognised immediately in the income statement. In relation to cash flow hedges, the gain or loss on the hedging instrument is recognised initially in equity to the extent that the hedge is effective and either transferred to the income statement in the period in which the hedged transaction impacts the income statement, or included as part of the cost of the related asset or liability. For those derivatives which do not qualify for hedge accounting, any gains or losses arising from changes in the fair value of the hedging instrument are taken directly to the income statement for the period. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, no longer qualifies for hedge accounting or is revoked by the Bank. For effective fair value hedges of financial instruments with fixed maturities any adjustment arising from hedge accounting is amortised over the remaining term to maturity. For effective cash flow hedges, any cumulative gain or loss on the hedging instrument recognised in equity remains in equity until the hedged transaction occurs. If the hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the income statement. Offsetting Financial assets and financial liabilities are only offset and the net amount reported in the balance sheet when there is a legally enforceable right to set off the recognised amounts and the Bank intends to either settle on a net basis, or to realise the asset and settle the liability simultaneously. Revenue recognition Interest income, as well as fees, which are considered an integral part of the effective yield of a financial asset, are recognised using the effective yield method, unless collectibility is in doubt. The recognition of interest income is suspended when loans become impaired, such as when overdue by more than 90 days. Notional interest is recognised on impaired loans and other financial assets based on the rate used to discount future cash flows to their net present value. Other fees receivable are recognised as the services are provided. Dividend income is recognised when the right to receive payment is established. When the Bank enters into an interest rate swap to change interest from fixed to floating the amount of interest income or expense is adjusted by the net interest on the swap. Foreign currencies The financial statements of the Bank are presented in thousands Bahraini Dinars (BD’000) which is the Bank’s functional currency. Monetary assets and liabilities in foreign currencies are translated into Bahraini Dinars at rates of exchange prevailing at the balance sheet date. Any gains or losses are taken to the income statement. Employees’ end of service benefits The Bank provides end of service benefits to its non-Bahraini employees. Entitlement to these benefits is usually 32 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 based upon the employees’ length of service and the completion of a minimum service period. The expected costs of these benefits which comprise a defined benefit scheme are accrued over the period of employment based on the notional amount payable if all employees had left at the balance sheet date. Bahraini employees are covered by the General Organisation for Social Insurance scheme which comprises a defined contribution scheme to which employees and the Bank contribute a monthly sum based on fixed percentage of the salary. Cash and cash equivalents Cash and cash equivalents comprise cash and balances with the Bahrain Monetary Agency deposits with banks and financial institutions with original maturities of less than 90 days and treasury bills. Impairment of financial assets An assessment is made at each balance sheet date to determine whether there is objective evidence that a specific financial asset may be impaired. If such evidence exists, any impairment loss, is recognised in the income statement. Impairment is calculated as follows: a) for assets carried at amortised cost, impairment is based on estimated cash flows discounted at the original effective interest rate; b) for assets carried at fair value, impairment is the difference between cost and fair value; and c) for assets carried at cost, impairment is present value of future cash flows discounted at the current market rate of return for a similar financial asset. For available for sale equity investments reversal of impairment losses are recorded as increases in cumulative changes in fair value through equity. In addition, a provision is made to cover impairment for specific groups of assets where there is a measurable decrease in estimated future cash flows. Trade and settlement date accounting Purchases and sales of financial assets are recognised on the trade date, i.e. the date that the Bank commits to purchase or sell the asset. 3 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES Judgements In the process of applying the Bank’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements: 33 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 Classification of investments Management decides on acquisition of an investment whether it should be classified as held to maturity, amortised cost or available for sale. For those deemed to be held to maturity management ensures that the requirements of IAS 39 are met and in particular the Bank has the intention and ability to hold these to maturity. Estimation uncertainty The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: Impairment losses on corporate loans and advances The Bank reviews its problem loans and advances on a quarterly basis to assess whether a provision for impairment should be recorded in the income statement. In particular, considerable judgement by management is required in the estimation of the amount and timing of future cash flows when determining the level of provisions required. Such estimates are necessarily based on assumptions about several factors involving varying degrees of judgment and uncertainty, and actual results may differ resulting in future changes to such provisions. Collective impairment provisions on corporate loans and advances In addition to specific provisions against individually significant loans and advances, the Bank also considers the need for a collective impairment provision against loans and advances which although not specifically identified as requiring a specific provision have a greater risk of default than when originally granted. This collective provision is based on any deterioration in the internal grade of the loan since it was granted. The amount of the provision is based on the historical loss pattern for loans within each grade and is adjusted to reflect current economic changes. At present there is no collective impairment provision deemed necessary. Impairment losses on retail loans The Bank uses a provisioning matrix for retail loans whereby a specific percentage is created when a retail loan is overdue more than 90 days. All retail loans overdue for more than 180 days are fully provided. 4 CASH AND BALANCES WITH THE BAHRAIN MONETARY AGENCY 2005 BD ‘000 Cash Current account with Bahrain Monetary Agency Deposits with Bahrain Monetary Agency 34 774 2,523 9,750 13,047 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 5 DUE FROM BANKS AND FINANCIAL INSTITUTIONS 2005 BD ‘000 Placements 41,181 41,181 6 LOANS AND ADVANCES 2005 BD ‘000 Commercial loans Syndication loans Personal Loans Consumer loans Overdrafts Credit cards Other Less: Suspended interest Less: Provision for credit losses 71,107 31,495 50,165 10,911 9,305 348 4,184 177,515 (195) (1,043) 176,277 The movements in provision for credit losses were as follows: 2005 BD ‘000 Acquired on 1 January Charge for the year Recoveries Amounts written back 927 285 (22) (43) Net provision 220 Interest suspended during the year, net At 31 December 91 1,238 At 31 December 2005 loans and advances on which interest is not being accrued, or is suspended, amounted to BD 1,600 thousand. Unrecognised interest relating to such loans amounted to BD 195 thousand. 35 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 7 NON-TRADING INVESTMENTS 2005 Carried at amortised cost BD ‘000 Available for sale BD ‘000 Total BD ‘000 - 4,401 2,480 4,401 2,480 - 6,881 6,881 Other debt securities Equities 1,131 - 6,361 350 7,492 350 Total 1,131 1,131 6,711 13,592 7,842 14,723 Equipment and computers BD ‘000 Motor vehicles BD ‘000 Total BD ‘000 705 428 15 35 720 463 1,133 50 1,183 Depreciation: Provided during the year 243 12 255 At 31 December 2005 243 12 255 890 38 928 Quoted investments Government debt securities Other debt securities Unquoted investments 8 EQUIPMENT The estimated useful lives of the assets for the calculation of depreciation are as follows: Equipment Computers Motor vehicles Cost: Acquired on 1 January 2005 Additions At 31 December 2005 Net book value: At 31 December 2005 36 4 to 5 years 4 years 4 years BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 9 OTHER ASSETS 2005 BD ‘000 1,829 Interest receivable Sundry debtors and prepayments 248 Other 430 2,507 10 OTHER LIABILITIES 2005 BD ‘000 Interest payable 1,696 Sundry creditors 773 Staff related accruals 663 1,047 Others 4,179 11 SHARE CAPITAL The authorised, issued and fully paid share capital as of 31 December 2005 comprised 20,000,000 shares of BD 1 each. The shareholders at year end were as follows: BankMuscat S.A.O.G. Premier Group S.P.C. (Royal Court) Royal Court Affairs of Oman Istithmar Global Investment House Country of incorporation Shareholding % 2005 BD ‘000 Oman 49 9,800 Bahrain 20 4,000 Oman 11 2,200 UAE 10 2,000 Kuwait 10 2,000 100 20,000 37 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 12 STATUTORY RESERVE As required by Bahrain Commercial Company Law and the Bank’s articles of association, 10% of the net profit for the year has been transferred to a statutory reserve. The Bank may resolve to discontinue such annual transfers when the reserve totals fifty percent of paid up share capital. The reserve is not available for distribution, except in circumstances as stipulated in the Bahrain Commercial Companies Law and following the approval of the Bahrain Monetary Agency. 13 INTEREST AND SIMILAR INCOME 2005 BD ‘000 Loans and advances 8,266 Due from banks and financial institutions 1,243 Non - trading investments 311 9,820 14 INTEREST EXPENSE AND SIMILAR CHARGES 2005 BD ‘000 Deposits from banks 1,357 Customers’ deposits 3,490 4,847 15 OTHER INCOME 2005 BD ‘000 Fee and commission income Foreign exchange Others 1,349 470 1,440 3,259 During the year the Bank had a dispute with a counterparty regarding certain unauthorised trading transactions. The dispute was settled by negotiation at an amount of BD 7.8 million which the shareholders have agreed to settle in proportion to their shareholding. 38 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 16 CREDIT RISK AND CONCENTRATION OF ASSETS, LIABILITIES AND OFF BALANCE SHEET ITEMS Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Bank manages credit risk by setting limits for individual borrowers, and groups of borrowers. The Bank also monitors credit exposures, and continually assesses the creditworthiness of counterparties. In addition, the bank obtains security where appropriate, enters into master netting agreements and collateral arrangements with counterparties, and limits the duration of exposures. For details of the composition of the loans and advances portfolio refer note 6. Credit risk in respect of derivative financial instruments is limited to those with positive fair values, which are included under other assets. As a result the maximum credit risk, without taking into account the fair value of any collateral and netting agreements is limited to the amounts on the balance sheet plus commitments to customers disclosed in note 28. Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Bank’s performance to developments affecting a particular industry or geographic location. The distribution of assets, liabilities, and off-balance sheet items by geographic region was as follows: 31 December 2005 Assets BD ‘000 Liabilities BD ‘000 Credit commitments BD ‘000 133,501 120,011 10,129 GCC Countries 59,943 60,649 4,771 Europe (including Turkey) 23,521 46,137 541 Asia 27,032 18,500 7,863 Americas 1,268 1,263 178 Rest of the world 3,398 2,103 2,342 248,663 248,663 25,824 Geographic region: Domestic (Kingdom of Bahrain) 17 MARKET RISK Market risk arises from fluctuations in interest rates, foreign exchange rates and equity prices. The Board has set limits on the value of risk that may be accepted. This is monitored on a monthly basis by the Asset and Liability Committee. 39 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 18 INTEREST RATE RISK Interest rate risk arises from the possibility that changes in interest rates will affect future profitability or the fair values of financial instruments. The Bank is exposed to interest rate risk as a result of mismatches of interest rate repricing of assets and liabilities. The Board has established levels of interest rate risk by setting limits on the interest rate gaps for stipulated periods. Positions are monitored on a daily basis and hedging strategies used to ensure positions are maintained within established limits. The Bank’s interest sensitivity position based on contractual repricing arrangements or maturity at 31 December 2005 has been shown in the table below. Total BD ‘000 - 3,297 13,047 Up to 1 month BD ‘000 Up to 3 months BD ‘000 3 to 6 months BD ‘000 6 months to 1 year BD ‘000 1 to 5 years BD ‘000 Cash and balances with Bahrain Monetary Agency 4.22 9,750 - - - - Due from banks and financial institutions 1.41 9,433 759 7,539 13,082 10,368 - - 41,181 Loans and advances 5.10 36,515 19,300 18,291 14,654 40,733 46,784 - 176,277 Non-trading investments 4.31 - - - - 9,144 5,221 358 14,723 Premises and equipment None - - - - - - 928 928 Other assets None - - - - - - 2,507 2,507 55,698 20,059 25,830 27,736 60,245 52,005 7,090 248,663 Total assets Deposits from banks 2.20 77,711 2,262 - - - - - 79,973 Customers’ deposits 2.10 83,402 20,134 5,095 29,361 2,386 - - 140,378 None - - - - - - 4,179 4,179 161,113 22,396 5,095 29,361 2,386 - 4,179 224,530 On balance sheet gap (105,415) (2,337) 20,735 (1,625) 57,859 52,005 2,911 Off balance sheet gap (13,195) - - 13,195 - - - Total interest rate sensitivity gap (118,610) (2,337) 20,735 11,570 57,859 52,005 2,911 Cumulative interest rate sensitivity gap (118,610) (120,947) (100,212) (88,642) (30,783) 21,222 24,133 Other liabilities Total liabilities 40 Over 5 years BD ‘000 Noninterest bearing items BD ‘000 Effective annual interest rate (%) BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 The off balance sheet gap represents the net notional amounts of interest rate swaps which are used to manage the interest rate risk. 19 CURRENCY RISK Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Bank views the Bahraini Dinar as its functional currency. The Board has set limits on positions by currency. Positions are monitored on a daily basis and hedging strategies used to ensure positions are maintained within established limits. The Bank had the following significant net exposures denominated in foreign currencies as of 31 December 2005: BD ‘000 equivalent long (short) Pound Sterling US Dollar Euro Japanese Yen 23 (7,295) (16) 1 20 LIQUIDITY RISK Liquidity risk is the risk that the Bank will be unable to meet its liabilities when they fall due. To limit this risk, management has arranged diversified funding sources, manages assets with liquidity in mind, and monitors liquidity on a daily basis. The ALCO monitors the maturity profile on an overall basis with ongoing liquidity monitoring by the Treasury. The table below summarises the maturity profile of the Bank’s assets and liabilities based on contractual repayment arrangements and does not take account of the effective maturities. 41 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 The maturity profile of the assets and liabilities at 31 December 2005 was as follows: Up to 1 Month BD ‘000 1 to 3 months BD ‘000 3 to 6 months BD ‘000 6 months to 1 year BD ‘000 1 to 5 years BD ‘000 Over 5 years BD ‘000 No fixed maturities BD ‘000 Total BD ‘000 13,047 - - - - - - 13,047 Due from banks and financial institutions 9,433 759 7,539 13,082 10,368 - - 41,181 Loans and advances 36,515 19,300 18,291 14,654 39,602 47,915 - 176,277 Non-trading investments - - - - 10,275 4,448 - 14,723 Premises and equipment - - - - - - 928 928 Other assets 2,507 - - - - - - 2,507 Total assets 61,502 20,059 25,830 27,736 60,245 52,363 928 248,663 Deposits from banks 77,711 2,262 - - - - 79,973 Customers’ deposits 83,402 20,134 5,095 29,361 2,386 - - 140,378 Other liabilities 4,179 - - - - - - 4,179 Total liabilities 165,292 22,396 5,095 29,361 2,386 - - 224,530 Net liquidity gap (103,790) (2,337) 20,735 (1,625) 57,859 52,363 928 Cumulative liquidity gap (103,790) (106,127) (85,392) (87,017) (29,158) 23,205 24,133 ASSETS Cash and balances with Bahrain Monetary Agency LIABILITIES 21 FAIR VALUE OF FINANCIAL INSTRUMENTS With exception of certain available for sale investments carried at cost (see note 7) the estimated fair values of all other financial assets and financial liabilities are not materially different from their carrying values as stated in the balance sheet. 42 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 22 EARNINGS PER SHARE Basic earnings per share are calculated by dividing the net profit for the year by the weighted average number of shares outstanding during the year as follows: 2005 BD'000 4,092 Profit for the year 20,000 Weighted average number of shares outstanding during the year (Thousands) 205 Basic earnings per share (Fils) No figure for diluted earnings per share has been presented as the Bank has not issued any instruments which would have an impact on earnings per share when exercised. 23 ACQUISITION OF BUSINESS On 1 January 2005, the Bank acquired the Bahrain operations of BankMuscat (Bahrain branch). The assets and liabilities acquired by the Bank and the purchase consideration are set out as follows: BankMuscat International 1 January 2005 BD'000 ASSETS Cash and balances with Bahrain Monetary Agency Due from banks and financial institutions Loans and advances Non-trading investments Premises and equipment Other assets 2,749 46,744 111,512 7,187 720 898 Total assets acquired 169,810 LIABILITIES Deposits from banks Customers' deposits Other liabilities 13,827 120,717 15,266 Total liabilities acquired 149,810 Net assets acquired 20,000 Total purchase consideration 20,000 Cash flow on acquisition: Purchase consideration Cash in acquired business (20,000) 44,561 Inflow of cash on acquisition 24,561 43 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 24 CASH AND CASH EQUIVALENTS Cash and cash equivalents included in the statement of cash flows comprise the following balance sheet amounts: 2005 BD '000 13,047 10,192 Cash and balances with the Bahrain Monetary Agency Due from banks with an original maturity of less than ninety days 23,239 25 RELATED PARTY TRANSACTIONS These are shareholders, directors, senior management and their related concerns. All the loans and advances to related parties are performing advances and are free of any provision for possible credit losses. Amounts in respect of related parties included in the financial statements are as follows: Loans and advances Interest income Interest expense Shareholders BD '000 Directors and senior management BD '000 2005 BD '000 1,598 56 104 220 20 - 1,818 76 104 In addition, the shareholders absorbed losses arising from an unauthorised deal (Note 15). Compensation of the key management personnel is as follows: 2005 BD '000 44 Short term employee benefits End of service benefits 373 32 Total compensation paid to key management personnel 405 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 26 CAPITAL ADEQUACY The risk asset ratio, calculated in accordance with the capital adequacy guidelines approved by the Bahrain Monetary Agency, for the Bank is as follows: 2005 BD '000 Capital base: 20,000 Tier 1 capital Tier 2 capital 4,092 24,092 Total capital base (a) Risk weighted assets (b) 184,441 Capital adequacy (a/b * 100) 13.06% Minimum requirement 12.00% 27 DERIVATIVES The table below shows the positive and negative fair values of derivative financial instruments together with the notional amounts analysed by the term to maturity. The notional amount is the amount of a derivative’s underlying asset, reference rate or index and is the basis upon which changes in the value of derivatives are measured. The notional amounts indicate the volume of transactions outstanding at the year end and are neither indicative of the market risk nor the credit risk. Notional amounts by term to maturity 31 December 2005 Derivatives held for trading: Forward foreign exchange contracts Derivatives held as fair value hedges: Interest rate swaps Notional amount Total BD '000 Less than one year BD'000 1-5 years BD '000 Over 5 years BD '000 104,461 104,415 3,046 - 13,195 13,195 - - 117,656 117,610 3,046 - 45 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 Derivative product types Forward contractual agreements to either buy or sell a specified currency, commodity or financial instrument at a specific price and date in the future. Forwards are customised contracts transacted in the over-the-counter market. Swaps are contractual agreements between two parties to exchange interest or foreign currency differentials based on a specific notional amount. For interest rate swaps, counterparties generally exchange fixed and floating rate interest payments based on a notional value in a single currency. Uses of derivatives The Bank generally deals with customers which are normally laid off with counterparties. The Bank may also take positions with the expectation of profiting from favourable movements in prices, rates or indices. The Bank uses interest rate swaps to hedge against interest rate risk arising from specifically identified fixed interest rate deposits. 28 COMMITMENTS AND CONTINGENT LIABILITIES Credit-related commitments Credit-related commitments include commitments to extend credit, standby letters of credit, guarantees and acceptances which are designed to meet the requirements of the Bank’s customers. Letters of credit, guarantees (including standby letters of credit) and acceptances commit the Bank to make payments to third parties on behalf of customers in certain circumstances. Commitments to extend credit represents contractual commitments to make loans and revolving credits. Commitments generally have fixed expiration dates, or other termination clauses. Since commitments may expire without being drawn upon, the total contract amounts do not necessarily represent future cash requirements. 46 BMI ANNUAL REPORT 2005 NOTES TO THE FINANCIAL STATEMENTS 31 December 2005 The Bank has the following credit related commitments: 2005 BD '000 Commitments on behalf of customers: Acceptances Letters of credit Guarantees 5,835 13,009 6,980 25,824 Capital expenditure commitments Estimated capital expenditure contracted for at the balance sheet date but not provided for: IT infrastructure development 310 Operating lease commitments Future minimum lease payments: Within one year After one year but not more than five years 215 381 Total operating lease expenditure contracted for at the balance sheet date 596 29 COMPARATIVE FIGURES The Bank commenced operations on 1 January 2005. This being the first year of operations, no comparatives are available. 47