Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (c) Credit risk The Bank takes on exposure to credit risk, which is the risk that a counter party will cause a financial loss for the Bank by failing to discharge an obligation in full when due. Impairment provisions are provided for losses that have been incurred at the statement of financial position date. Significant changes in the economy, or in the health of a particular industry segment that represents a concentration of the Bank’s portfolio, could result in losses that are different from those provided for at the statement of financial position date. Management therefore carefully manages its exposure to credit risk. The Bank structures the levels of credit risk it undertakes by placing limits on the amount of risk accepted in relation to one borrower, or groups of borrowers, and to industry segments. Such risks are monitored on a revolving basis and subject to annual or more frequent review. Limits on the level of credit risk by product, industry sector and by country are approved by the Board of Directors. The exposure to any one borrower including banks is further restricted by sub-limits covering on- and offbalance sheet exposures and daily delivery risk limits in relation to trading items such as forward foreign exchange contracts. Actual exposures against limits are monitored daily. Exposure to credit risk is managed through regular analysis of the ability of borrowers and potential borrowers to meet interest and capital repayment obligations and by changing lending limits where appropriate. Exposure to credit risk is also managed in part by obtaining collateral and corporate and personal guarantees, but a significant portion is personal lending where no such facilities can be obtained. (a) Credit risk measurement Debt securities All debt securities the bank purchases are government paper with no credit risk associated. Loans and advances In measuring credit risk of loan and advances to customers and to banks at a counterparty level, the Bank reflects three components (i) the ‘probability of default’ by the client or counterparty on its contractual obligations; (ii) current exposures to the counterparty and its likely future development, from which the Bank derive the ‘exposure at default’; and (iii) the likely recovery ratio on the defaulted obligations (the ‘loss given default’). These credit risk measurements, which reflect expected loss (the ‘expected loss model’) and are required by the Basel Committee on Banking Regulations and the Supervisory Practices (the Basel Committee), are embedded in the Bank’s daily operational management. The operational measurements can be contrasted with impairment allowances required under IAS 39, which are based on losses that have been incurred at the statement of financial position date (the ‘incurred loss model’) rather than expected losses (Note 3 (I) (ii). (i) The Bank assesses the probability of default of individual counterparties using internal rating tools tailored to the various categories of counterparty. They have been developed internally and combine statistical analysis with credit officer judgment and are validated, where appropriate, by comparison with externally available data. Clients of the Bank are segmented into four rating classes. The Bank’s rating scale, which is shown below, reflects the range of default probabilities defined for each rating class. This means that, in principle, exposures migrate between classes as the assessment of their probability of default changes. The rating tools are kept under review and upgraded as necessary. The Bank regularly validates the performance of the rating and their predictive power with regard to default events. The Bank’s internal ratings scale and mapping to external ratings is as below: Bank’s rating 1 2 3 Description of the grade Standard monitoring Special monitoring Sub-standard 4 Doubtful 5 Loss Observed defaults per rating category vary year on year, especially over an economic cycle. (ii) Exposure at default is based on the amounts the Bank expects to be owed at the time of default. For example, for a loan this is the face value. For a commitment, the Bank includes any amount already drawn plus the further amount that may 61 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (c) Credit risk (continued) have been drawn by the time of default, should it occur. Loss given default or loss severity represents the Bank’s expectation of the extent of loss on a claim should default occur. It is expressed as percentage loss per unit of exposure and typically varies by type of counterparty, type and seniority of claim and availability of collateral or other credit mitigation. (a) Collateral The Bank employs a range of policies and practices to mitigate credit risk. The most traditional of these is the taking of security for funds advanced, which is common practice. The Bank implements guidelines on the acceptability of specific classes of collateral or credit risk mitigation. The principal collateral types for loans and advances are: • Mortgages over residential properties; • Charges over business assets such as premises, inventory and accounts receivable; • Charges over financial instruments such as debt securities and equities. managed as part of the overall lending limits with customers, together with potential exposures from market movements. Collateral or other security is not usually obtained for credit risk exposures on these instruments, except where the Bank requires margin deposits from counterparties. Longer-term finance and lending to corporate entities are generally secured; revolving individual credit facilities are generally unsecured. In addition, in order to minimise the credit loss the Bank will seek additional collateral from the counterparty as soon as impairment indicators are noticed for the relevant individual loans and advances. Collateral held as security for financial assets other than loans and advances is determined by the nature of the instrument. Debt securities, treasury and other eligible bills are generally unsecured, with the exception of asset-backed securities and similar instruments, which are secured by portfolios of financial instruments. (b) Derivatives The Bank maintains strict control limits on net open derivative positions (i.e., the difference between purchase and sale contracts), by both amount and term. At any one time, the amount subject to credit risk is limited to the current fair value of instruments that are favourable to the Bank (i.e., assets where their fair value is positive), which in relation to derivatives is only a small fraction of the contract, or notional values used to express the volume of instruments outstanding. This credit risk exposure is 62 Settlement risk arises in any situation where a payment in cash, securities or equities is made in the expectation of a corresponding receipt in cash, securities or equities. Daily settlement limits are established for each counterparty to cover the aggregate of all settlement risk arising from the Bank’s market transactions on any single day. (c) Credit related commitments The primary purpose of these instruments is to ensure that funds are available to a customer as required. Guarantees and standby letters of credit, which represent irrevocable assurances that Bank will make payments in the event that a customer cannot meet its obligations to third parties, carry the same credit risk as loans. Documentary and commercial letters of credit, which are written undertakings by the Bank on behalf of a customer authorising a third party to draw drafts on the Bank up to a stipulated amount under specific terms and conditions, are collateralised by the underlying shipments of goods to which they relate and therefore carry less risk than a direct borrowing. Commitments to extend credit represent unused portions of authorisations to extend credit in the form of loans, guarantees or letters of credit. With respect to credit risk on commitments to extend credit, the Bank is potentially exposed to loss in an amount equal to the total unused commitments. However, the likely amount of loss is less than the total unused commitments, as most commitments to extend credit are contingent upon customers maintaining specific credit standards. The Bank monitors the term to maturity of credit commitments because longer-term commitments generally have a greater degree of credit risk than shorter-term commitments. Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (c) Credit risk (continued) (b) Impairment and provisioning policy • Delinquency in contractual payments of principal or interest; • Cash flow difficulties experienced by the borrower (e.g. equity ratio, net income percentage of sales); • Breach of loan covenants or conditions; • Initiation of bankruptcy proceedings; • Deterioration of the borrower’s competitive position; • Deterioration in the value of collateral; The internal and external rating systems described in Note 3 (I) (i) focus more on credit-quality mapping from the inception of the lending and investment activities. In contrast, impairment provisions are recognised for financial reporting purposes only for losses that have been incurred at the statement of financial position date based on objective evidence of impairment (see Note 2(I)). Due to the different methodologies applied, the amount of incurred credit losses provided for in the financial statements are usually lower than the amount determined from the expected loss model that is used for internal operational management and banking regulation purposes. The Bank’s policy requires the review of individual financial assets that are above materiality thresholds at least annually or more regularly when individual circumstances require. Impairment allowances on individually assessed accounts are determined by an evaluation of the incurred loss at reporting date on a case-by-case basis, and are applied to all individually significant accounts. The assessment normally encompasses collateral held (including re-confirmation of its enforceability) and the anticipated receipts for that individual account. The impairment provision shown in the statement of financial position at year-end is derived from each of the five internal rating grades. However, the majority of the impairment provision comes from the bottom two gradings. The table below shows the percentage of the Bank’s on and off balance sheet items relating to loans and advances and the associated impairment provision for each of the Bank’s internal rating categories: Collectively assessed impairment allowances are provided for: (i) Portfolios of homogenous assets that are individually below materiality thresholds; (ii) Losses that have been incurred but have not yet been identified, by using the available historical experience, experienced judgment and statistical techniques. (iii)Maximum exposure to credit risk before collateral held or other credit impairments. The internal rating tool assists management to determine whether objective evidence of impairment exists under IAS 39, based on the following criteria set out by the Bank: Standard & special monitoring Sub-standard, doubtful and loss Loans & advances % 94.0 6.0 100.0 2012 Impairment provision % 1.6 49.6 4.5 Loans & advances % 97.2 2.8 100.0 2011 Impairment provision % 1.1 48.8 2.5 63 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (c) Credit risk (continued) Bank of Uganda Loans and advances to banks Investment securities Treasury bonds - available for sale Treasury bills - available for sale Treasury bills - pledged assets Loans and advances to customers Loans to individuals Overdrafts Term loans Mortgages Loans to corporate entities Large corporate entities Small & medium size entities Trading assets Treasury bonds Treasury bills Derivative assets Other 2012 UShs’ 000 319,069,431 274,144,375 205,558,559 243,848,756 2,651,551 2,299,837 342,187,425 113,494,677 681,065,739 389,239,933 66,501,313 208,465,169 1,032,432 65,718,661 2,915,277,857 2011 UShs’ 000 189,298,997 297,576,996 311,890,887 21,679,376 764,878 3,892,362 418,731,150 117,226,698 553,558,827 477,867,065 798,900 5,425,442 66,750,758 2,465,462,336 Credit risk exposures relating to assets not included on the statement of financial position are as follows: Financial guarantees Loan commitments and other credit related liabilities 161,819,874 298,181,280 460,001,154 3,375,279,011 85,788,165 360,444,450 446,232,615 2,911,694,951 The above table represents a worst case scenario of credit risk exposure to the Bank at 31 December 2012 and 2011, without taking account of any collateral held or other credit enhancements attached. For on-balance-sheet assets, the exposures set out above are based on net carrying amounts as reported in the statement of financial position. 64 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (c) Credit risk (continued) The table below shows the collateral coverage for the secured loans as at 31 December 2012. As at 31 December 2012 Secured loans Collateral coverage Netting off agreements Exposure after netting off Total loans UShs’ 000 UShs’ 000 UShs’ 000 1,085,364,238 1,333,353 1,084,030,885 Unsecured loans 442,923,372 - - 1,528,287,610 1,333,353 1,084,030,885 51-100% Over 100% Total secured loans UShs’ 000 UShs’ 000 UShs’ 000 666,286,854 419,077,384 1,085,364,238 - - 666,286,854 419,077,384 - 1,085,364,238 As shown above, 61.4% of the total maximum exposure is derived from loans and advances to banks and customers (2011: 75.8%); 24.7% represents investments in debt securities (2011: 13.8%). Management remains confident in its ability to continue to control the exposure of credit risk to the Bank resulting from both its loan and advances portfolio and debt securities based on the following: • • • • 94% of the loans and advances portfolio is categorised in the top two grades of the internal rating system (2011: 97.2%); Mortgage loans, are backed by collateral; 78.7% of the loans and advances portfolio are considered to be neither past due nor impaired (2011: 77.2%); and All debt securities which the Bank has invested in are issued by the Bank of Uganda. (iv) Loans and advances are summarised as follows: Neither past due nor impaired Past due but not impaired Impaired loans and advances Gross loans and advances Allowances for impairment Loans & advances to customers UShs’000 1,203,435,688 232,689,052 92,162,870 1,528,287,610 (68,009,980) 1,460,277,630 2012 Loans & advances to banks UShs’000 223,595,642 223,595,642 223,595,642 Loans & advances to customers UShs’000 1,201,822,486 323,458,785 45,994,832 1,571,276,103 (39,417,446) 1,531,858,657 2011 Loans & advances to banks UShs’000 46,516,392 46,516,392 46,516,392 The total impairment provision for loans and advances is UShs 68,009 million (2011: UShs 39,417 million) of which UShs 45,736 million (2011: UShs 22,424 million) represents the individually impaired loans and the remaining amount of UShs 22,274 million (2011: UShs 16,993 million) represents the portfolio provision. Further information of the impairment allowance for loans and advances to banks and to customers is provided in Note 20. 65 66 Total recognised financial instruments As at 31 December 2011 Personal and Business banking - Mortgage lending - Instalment sales and finance leases - Other loans Corporate and investment banking - Corporate lending 3,506,122 3,506,122 62,609,831 36,533,473 419,322,726 226,337,040 650,890,265 323,458,785 1,201,822,486 - 550,932,221 Total recognised financial instruments 323,458,785 - 550,932,221 60,588,272 168,957,708 1,203,435,688 232,689,052 675,860,567 675,860,567 527,575,121 229,182,930 Corporate and investment banking - Corporate lending 31,408,721 69,407,429 322,857,842 159,325,036 38,449,173 Special mention UShs’000 Performing loans 135,309,850 As at 31 December 2012 Personal and Business banking - Mortgage lending - Instalment sales and finance leases - Other loans UShs’000 Standard 4,788,603 4,249,621 Sub standard UShs’000 3,953,328 5,954,821 UShs’000 Doubtful Non performing loans 3,756,133 3,168,015 UShs’000 Loss 1,652,473 1,652,473 46,578 46,578 - 4,091,750 1,525,281,271 550,932,221 550,932,221 22,489,170 - - 99,143,304 1,145,018 645,659,766 17,252,402 974,349,050 22,489,170 229,545,980 - 9,736,888 - - 13,768,774 2,626,623 2,626,623 656,224 248,499 2,467,695 10,893,652 9,736,888 11,142,151 6,612,969 1,436,124,740 24,292,975 33,226,486 34,643,408 679,366,689 679,366,689 756,758,051 22,640,502 33,179,909 34,643,408 482,182,878 13,602,277 23,271,759 27,719,261 100,816,151 173,759,023 UShs’000 Total 3,691,318 8,378,974 UShs’000 Security against impaired loans 8,806,747 4,993,483 UShs’000 Net impaired loans 681,065,740 681,065,740 1,573,603 1,573,603 125,448 125,448 847,221,870 44,853,137 45,610,682 546,776,175 32,782,845 31,810,452 113,314,215 187,131,480 UShs’000 240,250,699 45,994,832 2,626,623 2,626,623 1,571,276,103 553,558,844 553,558,844 23,570,505 754,039 754,039 22,424,327 1,872,584 1,872,584 443,023 15,927,370 20,551,743 4,181,350 6,523,369 2,049,741 101,193,045 1,606,718 30,613,749 676,273,515 14,686,379 43,368,209 1,017,717,259 22,816,466 10,704,719 92,162,870 1,528,287,610 46,426,740 45,736,130 1,699,051 1,699,051 90,463,819 64,593,297 12,498,065 13,372,457 UShs’000 Total Total loans The credit quality of financial assets is managed by the group using internal credit ratings. The table below shows the credit quality by class of financial asset for credit risk related items, based on the group’s credit rating system. (a) Credit quality Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (c) Credit risk (continued) As at 31 December 2012 Personal and Business banking - Mortgage lending - Instalment sales and finance leases - Other loans Corporate and investment banking - Corporate lending As at 31 December 2011 Personal and Business banking - Mortgage lending - Instalment sales and finance leases - Other loans Corporate and investment banking - Corporate lending Past due up to 30 days UShs’000 Past due Past due 30 - 60 days 60 - 180 days UShs’000 UShs’000 Total UShs’000 29,036,705 7,294,230 2,118,238 38,449,173 17,285,704 12,046,668 2,076,349 31,408,721 115,544,610 161,867,019 28,345,692 47,686,590 15,434,734 159,325,036 19,629,321 229,182,930 3,506,122 3,506,122 165,373,141 47,686,590 19,629,321 43,621,592 11,248,108 19,880,941 10,260,459 192,100,748 255,603,281 20,181,828 41,690,395 3,506,122 3,506,122 232,689,052 5,718,572 60,588,272 6,392,073 36,533,473 14,054,464 226,337,040 26,165,109 323,458,785 255,603,281 41,690,395 26,165,109 323,458,785 (c) Loans and advances to banks The total gross amount of individually impaired loans and advances to banks as at 31 December 2012 was Nil (2011: nil). No collateral is held by the Bank. (d) Other financial assets No other financial assets are individually or collectively impaired (2011: nil). No collateral is held by the Bank. 2012 2011 UShs’ 000 UShs’ 000 Nature of assets Residential properties 12,937,090 6,116,366 Commercial properties 45,195,861 12,482,778 Vehicles 589,381 1,815,281 58,722,333 20,414,425 Repossessed properties are sold as soon as practicable, with the proceeds used to reduce the outstanding indebtedness. Repossessed properties are not included on the statement of financial position. 67 68 - 297,576,996 Loans and advances to banks Loans and advances to customers Financial assets designated at fair value: - Debt securities - Pledged assets - Other assets 6,224,342 764,878 638,136,479 - 245,586,488 Transport Individuals Others 142,364,343 142,364,343 - 73,417,937 73,417,937 - 387,828,872 387,828,872 - 66,750,758 788,829,221 722,078,463 - 6,224,342 764,878 66,750,758 2,276,163,340 - 1,571,276,103 UShs’ 000 449,407,315 274,144,375 1,528,287,610 Total 297,576,996 UShs’ 000 653,942,489 UShs’ 000 341,086,803 274,966,482 2,651,551 65,718,661 2,595,175,994 333,570,263 UShs’ 000 115,349,954 - - - - - - - - - - - 65,718,661 119,990,005 115,349,954 341,086,803 719,661,150 - - - - 245,586,488 297,918,359 - Agriculture UShs’ 000 119,990,005 UShs’ 000 297,918,359 274,966,482 2,651,551 - 1,001,169,723 333,570,263 As at 31 December 2012 Government securities - AFS Loans and advances to banks Loans and advances to customers Financial assets designated at fair value: - Debt securities - Pledged assets - Other assets As at 31 December 2011 Government securities - AFS Manufacturing Financial institutions UShs’ 000 449,407,315 274,144,375 - The following table breaks down the Bank’s main credit exposure at their carrying amounts, as categorised by the industry sectors of our counterparties. (d) Concentrations of risk of financial assets with credit risk exposure Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (e) Market risk The Bank takes on exposure to market risks, which is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risks arise from open positions in interest rate, currency and equity products, all of which are exposed to general and specific market movements and changes in the level of volatility of market rates or prices such as interest rates, credit spreads, foreign exchange rates and equity prices. Market risk measurement techniques: As part of the management of market risk, the Bank’s major measurement techniques used to measure and control market risk is value at risk and Pv01 (present value at one). The Bank applies ‘value at risk’ methodology (VaR) to its trading portfolio, to estimate the market risk of foreign exchange positions held and the maximum losses expected. Management applies Pv01 methodology to its trading and non trading portfolios to estimate the market interest rate risk of positions held and the maximum losses that could arise. The estimates are based upon a number of assumptions for various changes in market conditions. The assets and liabilities committee (ALCO) sets limits on both the value of risk and Pv01that may be acceptable for the Bank. These are monitored on a weekly basis by the risk management department. VaR is a statistically based estimate of the potential loss on the current portfolio from adverse market movements. It expresses the ‘maximum’ amount the Bank might lose, but only to a certain level of confidence (98%). There is therefore a specified statistical probability (2%) that actual loss could be greater than the VAR estimate. Pv01 is the present value impact of a one basis point move in an interest rate. The use of these approaches does not prevent losses outside of these limits in the event of more significant market movements. As VaR and Pv01 constitute an integral part of the Bank’s market risk control regime, limits are established by the Board annually for all trading and non-trading portfolios. Actual exposure against limits, together with a consolidated group-wide VaR, is reviewed daily by the Bank’s Treasury. The quality of the VaR model is continuously monitored by back-testing the VaR results for trading books. All back-testing exceptions and any exceptional revenues on the profit side of the VAR distribution are investigated. 69 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (e) Market risk (continued) 12 months to 31 December 2012 Average Maximum Minimum UShs’ 000 UShs’ 000 UShs’ 000 Interest rate book - trading 17,374 37,272 (4,836) Interest rate book available-for-sale Foreign exchange risk VaR 101,316 661,236 12 months to 31 December 2011 Average Maximum Minimum Interest rate book - trading Interest rate book available-for-sale Foreign exchange risk VaR UShs’ 000 3,741 UShs’ 000 20,434 UShs’ 000 82 26,624 19,329 2,811 15,446 27,463 116,312 31 December 2010 UShs’ 000 168 56,708 81,524 21,819 71,442 32,910 172,040 2,166 30,402 There are several drivers for VaR that include the changes in FX Net Open Positions (NOP) held by the desk as well as the changes in exchange rates on a daily basis. The average NOP for 2012 was USD (2,372,722) 2011: USD 189,032. Generally, the FX desk was running relatively small positions for the first half of the year due to the uncertainty of the currency movements and generally flat shilling with very low activity levels as the economy recovered from the economic down turn, that begun in mid-2011. In addition, an average short position with a general depreciation of the shilling seen in 2012 only shows that on average, the desk was on the safe side of 70 37,945 31 December 2011 UShs’ 000 the currency movements, if this was the opposite, then we could have seen an increase in the VaR numbers. The movements in the PV01 are largely attributed to trading activity. The trading book run a small position for Q1 as the market saw very high interest rates which had spilled over from the previous year. The position changed from Q2, i.e. PV01 increased significantly in anticipation of drop in interest rates in H2. The banking Book position increased, this was to take advantage of the high rates .The outlook on interest rates was of a drop as the economy recovered. The maturity profile of the banking book stood at 1-2years. Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (e) Market risk (continued) (c) Foreign exchange risk The Bank takes on exposure to the effects of fluctuations in the prevailing foreign currency exchange rates on its financial position and cash flows. The Asset and Liability Committee sets limits on the level of exposure by currency and in total for both overnight and intra-day positions, which are monitored daily. The Bank had the following significant foreign currency exposure positions (all amounts expressed in millions of Uganda Shillings): As at 31 December 2012 Assets Cash and balances with Bank of Uganda Loans and advances to banks Amounts due from group companies Loans and advances to customers Other assets Total Assets Liabilities: Customer deposits Amounts due to banks Amounts due to group companies Other liabilities Total Liabilities Net statement of financial position As at 31 December 2011 Total assets Total liabilities Net statement of financial position USD UShs’m 72,027 142,430 7,391 680,052 33,374 935,274 430,083 115,438 336,452 33,735 915,708 19,566 708,010 689,806 18,204 Euro UShs’m 7,970 63,486 48 979 72,483 62,451 496 9,536 72,483 76,728 73,328 3,400 Other UShs’m 2,770 9,141 19,328 1 31,240 9,386 3 21,633 31,022 217 43,754 36,609 7,145 Total UShs’m 82,767 215,057 26,767 681,032 33,374 1,038,997 501,920 115,937 336,452 64,904 1,019,213 19,784 828,492 799,743 28,749 71 72 Up to 1 month UShs’m 43,545 15,111 223,596 50,549 1,460,239 1,032 1,794,072 525,458 33,957 559,415 1,234,657 1,830,180 (660,498) 1,169,682 At 31 December 2012 Asset: Cash and balances with Bank of Uganda Government securities - available for sale Government securities - for trading Deposits and balances due from other banks Amounts due from group companies Loans and advances to customers Pledged assets Derivative assets Other investment securities Other assets Total assets Liabilities and shareholders’ funds: Customer deposits Deposits due to other banks Borrowed funds Amounts due to group companies Derivative liabilities Subordinated bonds / debts Total liabilities Total interest re-pricing gap At 31 December 2011 Total assets Total liabilities and shareholder’s equity Total interest re-pricing gap 239,831 172,321 2,652 441,804 235,469 235,469 179,335 65,756 (155,718) (89,962) 1 - 6 months UShs’m 60,425 22,084 82,509 18,743 18,743 63,765 120,696 (30,968 ) 89,728 6 - 12 months UShs’m 105,606 65,451 171,057 10 24,703 316,453 49,113 390,279 (219,222) 153,228 (178,485) (25,257) Over 1 year UShs’m Non-interest bearing UShs’m 507,437 39 1,052 65,719 574,247 1,319,500 28,402 145,746 1,493,648 (864,949) 543,375 (1,392,583 ) (849,208) 507,437 449,407 274,967 223,596 50,549 1,460,278 2,652 1,032 1,052 65,719 3,036,687 2,099,180 33,957 24,703 344,855 145,746 49,113 2,697,554 339,135 2,713,233 (2,418,252 ) (294,983) Total UShs’m The table below summarises the Bank’s exposure to interest rate risks. Included in the table are the Bank’s assets and liabilities at carrying amounts, categorised by the earlier of contractual re-pricing or maturity dates. The Bank does not bear an interest rate risk on items not on the statement of financial position. The Bank takes on exposure to the effects of fluctuations in the prevailing levels of market interest rates on both its fair value and cash flow risks. Interest margins may increase as a result of such changes but may reduce or create losses in the event that unexpected movements arise. The Asset and Liability Committee (ALCO) sets limits on the level of mismatch of interest rate re-pricing that may be undertaken, which is monitored daily. (d) Interest rate risk Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (e) Market risk (continued) Furthermore the ALCO monitors the sensitivity of net interest income to changes in interest rates. Limits are set and monitored monthly. In 2011, ALCO increased the interest rate shock parameter from 200bps to 400bps to reflect the increased volatility (in absolute terms) of the interest rates throughout the year and this has been applied through 2012. The statement of financial position is shocked up and down by 400bps to get an indicative level of the potential drop or increase in forecasted annual NII. The interest rate risk limit is set at 10% (for a 4% shock, a drop in NII is not expected to exceed 10%). Where this is exceeded, then it is indicative of an adverse interest rate positioning of the statement of financial position. The table below summarises the sensitivity of a flat interest rate increase or decrease of 400bps at 31st December. 31st December 2012 Change in net % of net interest Income interest Ushs’000 income 400bps decrease in interest rates (10,675,214) (5.1) 400bps decrease in interest rates 8,902,714 4.3 (f) Liquidity risk Liquidity risk is the risk that the Bank is unable to meet its payment obligations associated with its financial liabilities when they fall due and to replace funds when they are overdrawn. The consequence may be the failure to meet obligations to repay depositors and fulfil commitments to lend. The Bank is exposed to daily calls on its available cash resources from overnight deposits, current accounts, maturing deposits, and calls on cash settled contingencies. The Bank does not maintain cash resources to meet all of these needs as experience shows that a minimum level of reinvestment of maturing funds can be predicted with a high level of certainty. The Asset and Liability Committee sets limits on the minimum proportion of maturing funds available to meet such calls and on the minimum level of inter-bank and other borrowing facilities that should be in place to cover withdrawals at unexpected levels of demand. The Bank’s liquidity management process, as carried out within the Bank and monitored by a separate team in Treasury, includes: Liquid assets to deposit ratio Total deposits Total liquid assets held Liquidity ratio Regulatory requirement 31st December 2011 Change in % of net net interest interest Income income Ushs’m (23,083,437) (7.5) 34,970,892 11.4 Day-to-day funding, managed by monitoring future cash flows to ensure that requirements can be met. These include replenishment of funds as they mature or are borrowed by customers. Maintaining a portfolio of highly marketable assets that can easily be liquidated as protection against any unforeseen interruption to cash flow; Monitoring balance sheet liquidity ratios against internal and regulatory requirements; and managing the concentration and profile of debt maturities. Monitoring and reporting take the form of cash flow measurement and projections for the next day, week and month respectively, as these are key periods for liquidity management. The starting point for those projections is an analysis of the contractual maturity of the financial liabilities and the expected collection date of the financial assets Treasury also monitors unmatched medium-term assets, the level and type of undrawn lending commitments, the usage of overdraft facilities and the impact of contingent liabilities such as standby letters of credit and guarantees. 2012 UShs’ 000 2,133,137,161 1,055,919,239 49.5% 20.0% 2011 UShs’ 000 1,900,316,566 686,399,490 36.1% 20.0% 73 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (f) Liquidity risk (continued) The table below presents the cash flows payable by the Bank under financial liabilities by contractual maturities at the statement of financial position date. As at 31 December 2012 Asset: Cash and balances with Bank of Uganda Government securities available for sale Government securities - for trading Deposits and balances due from other banks Amounts due from group companies Loans and advances to customers Pledged assets Derivative assets Other investment securities Investment in associate Other assets Intangible asset Property and equipment Total assets Liabilities: Customer deposits Deposits due to other banks Borrowed funds Amounts due to group companies Derivative liabilities Other liabilities Subordinated bonds / debt Total liabilities Net liquidity gap Cumulative liquidity gap As at 31 December 2011 Total assets (expected maturity dates) Total liabilities (contractual maturity dates) Liquidity gap Cumulative liquidity gap 74 Up to 1 month Ushs’m 507,437 1- 6 months Ushs’m - 6 - 12 months Ushs’m - Over 1 year Ushs’m - Total Ushs’m 507,437 43,545 239,831 60,425 105,606 449,407 15,111 172,321 22,084 65,451 274,966 223,596 - - - 223,596 50,549 - - - 50,549 149,158 346,662 163,212 801,246 1,460,278 245,721 18,743 - 2,652 1,052 4,495 40,946 976,007 10 - 2,652 1,032 1,052 65,719 4,495 40,946 3,036,689 2,099,180 33,957 24,703 18,743 49,113 49,123 344,855 145,746 49,113 2,697,554 1,032 65,719 1,056,147 1,844,958 33,957 24,703 344,855 758,814 235,469 - 145,746 2,394,220 235,469 (1,403,791) (1,403,791) 523,345 (880,446) 226,977 (653,469) 927,024 273,555 273,555 1,052,287 345,925 324,621 990,402 2,713,235 (2,201,204) (1,148,917) (1,148,917) (155,718 ) 190,207 (958,710) (30,968 ) 293,653 (665,057) (30,363) 960,039 294,982 (2,418,253) 294,982 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (f) Liquidity risk (continued) Assets available to meet all of the liabilities and to cover outstanding loan commitments include cash, central bank balances, items in the course of collection; loans and advances to banks; and loans and advances to customers. In addition, debt securities and treasury and other bills have been pledged to secure liabilities. The Bank would also be able to meet unexpected net cash outflows by selling securities and accessing additional funding sources such as asset-backed markets. (g) Off-balance sheet items (a) Loan commitments (b) Other financial facilities Other financial facilities (Note 38) are also included below based on the earliest contractual maturity date. (c) Operating lease commitments Where the Bank company is the lessee, the future minimum lease payments under noncancellable operating leases, as disclosed in Note 38, are summarised in the table below. (d) Capital commitments Capital commitments for the acquisition of buildings and equipment (Note 38) are summarised in the table below. The dates of the contractual amounts of the Bank’s off-balance sheet financial instruments that commit it to extend credit to customers and other facilities (Note 37), are summarised in the table below. As at 31 December 2012 Letters of credit Guarantees Commitments to extend credit Operating lease commitments As at 31 December 2011 Letters of credit Guarantees Commitments to extend credit Operating lease commitments Not later than 1 year UShs’000 59,866,616 161,358,374 238,314,664 3,534,415 463,074,069 86,000,661 85,788,165 274,443,789 8,865,290 455,097,905 1 to 5 years UShs’000 461,500 16,649,251 17,110,751 3,469,500 1,499,444 12,216,109 17,185,053 Total UShs’000 59,866,616 161,819,874 238,314,664 20,183,666 480,184,820 89,470,161 87,287,609 274,443,789 21,081,399 472,282,958 75 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (h) Fair value of financial assets and liabilities The table below summarises the carrying amounts and fair values of those financial assets and liabilities not presented on the Bank’s statement of financial position at their fair value. 223,595,642 Carrying Value 2011 UShs’000 46,516,392 223,595,642 46,516,392 50,548,733 251,060,604 50,548,733 251,060,604 1,460,277,630 1,531,858,657 1,051,920 65,718,661 2,099,180,118 33,957,043 24,703,479 1,051,920 66,750,758 1,902,948,506 206,069,403 26,631,770 344,854,604 130,814,519 344,854,604 130,814,519 145,746,355 212,635,899 145,746,355 121,635,899 2012 UShs’000 Financial assets Loans and advances to banks Amounts due from group companies Loans and advances to customers Other investment securities Other assets Financial liabilities Customer deposits Amounts due to other banks Borrowed funds Amounts due to group companies Other liabilities (i) Due from other banks and group companies 2012 UShs’000 Fair Value 2011 UShs’000 1,460,277,630 1,531,858,657 1,051,920 65,718,661 1,051,920 66,750,758 2,099,180,118 1,902,948,506 33,957,043 206,069,403 24,703,479 26,631,770 (iii) Investment securities Due from other banks includes inter-bank placements and items in the course of collection. The fair value of floating rate placements and overnight deposits is their carrying amount. The estimated fair value of fixed interest bearing deposits is based on discounted cash flows using prevailing money-market interest rates for debts with similar credit risk and remaining period to maturity. Investment securities include only interestbearing assets held to maturity; assets classified as available for sale are measured at fair value. Fair value for held-to-maturity assets is based on market prices or broker/dealer price quotations. Where this information is not available, fair value is estimated using quoted market prices for securities with similar credit, maturity and yield characteristics. (ii) Loans and advances to customers (iv) Due to other banks, customers and group companies The estimated fair value of deposits with no stated maturity, which includes non-interestbearing deposits, is the amount repayable on demand. The estimated fair value of fixed interest-bearing deposits and other borrowings not quoted in an active market is based on discounted cash flows using interest rates for new debts with similar remaining period to maturity. 76 Loans and advances are net of provisions for impairment. The estimated fair value of loans and advances represents the discounted amount of estimated future cash flows expected to be received. Expected cash flows are discounted at current market rates to determine fair value. Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (i) Fair value hierarchy The determination of fair value for financial assets and liabilities for which there is no observable market price requires the use of valuation techniques as described in accounting policy 2 (e)(v). For financial instruments that trade infrequently and have little price transparency, fair value is less objective, and requires varying degrees of judgement depending on liquidity, concentration, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument. The Bank measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements: Level 1: Quoted market price (unadjusted) in an active market for an identical instrument. Level 2: Valuation techniques based on observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data. Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument’s valuation. This category includes instruments that are valued based on quoted prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments. 77 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (i) Fair value hierarchy (continued) The information below shows the classification of financial instruments held at fair value within the valuation hierarchy set out below for the year ended 31 December 2012 and 2011: 31 December 2012 Financial assets - Derivative assets - Government securities - heldfor-trading - Government securities available-for-sale - Pledged assets - Other investment securities Total assets Financial liabilities - Derivative liabilities Total liabilities 31 December 2011 Financial assets - Derivative assets - Government securities - held for-trading - Government securities available-for-sale - Pledged assets - Other investment securities Total assets Financial liabilities - Derivative liabilities Total liabilities 78 Level 1 UShs’ 000 1,032,432 Level 2 UShs’ 000 - - 274,966,482 1,032,432 Level 1 UShs’ 000 - 449,407,315 2,651,551 - 727,025,348 - - Level 2 UShs’ 000 - - 6,224,342 - 333,570,263 146,470 146,470 764,878 340,559,483 - Level 3 UShs’ 000 - Total UShs’ 000 1,032,432 - 274,966,482 1,051,920 1,051,920 Level 3 UShs’ 000 - 449,407,315 2,651,551 1,051,920 729,109,700 Total UShs’ 000 - - 6,224,342 - 333,570,263 1,051,920 1,051,920 - 764,878 1,051,920 341,611,403 146,470 146,470 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 4 Critical accounting estimates and judgements in applying accounting policies The Bank makes estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. (a) Impairment losses on loans and advances The Bank assesses its loan portfolios for impairment at each statement of financial position date. In Personal & Business Banking - Mortgage lending - Instalment sales & finance leases - Other lending Corporate lending determining whether an impairment loss should be recorded in the income statement, the Bank makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a portfolio of loans before the decrease can be allocated to an individual loan in that portfolio. Estimates are made of the duration between the occurrence of a loss event and the identification of a loss on an individual basis. The impairment for performing loans is calculated on a portfolio basis, based on historical loss ratios, adjusted for national and industry-specific economic conditions and other indicators present at the reporting date that correlate with defaults on the portfolio. These annual loss ratios are applied to loan balances in the portfolio and scaled to the estimated loss emergence period. At year end, the Bank applied the following loss emergence periods: Loss emergence period 2012 2011 Months Months 3 3 3 3 3 3 3 3 12 12 Sensitivity1 2012 2011 Ushs’000 Ushs’000 5,092,508 2,937,236 1,122,066 1,175,250 535,712 844,162 3,434,730 917,824 676,005 443,390 5,768,513 3,380,626 1- Sensitivity is based on the effect of a change of one month in the emergence period on the value of the impairment. (b) Non-performing loans Retail loans are individually impaired if the amounts are due and unpaid for three or more months. Corporate loans are analysed on a case-by-case basis taking into account breaches of key loan conditions. Management’s estimates of future cash flows on individually impaired loans are based on historical loss experience for assets with similar credit risk characteristics. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience. Recoveries of individual loans as a percentage of the outstanding balances are estimated as follows: Personal & Business Banking - Mortgage lending - Instalment sales & finance leases - Other lending Corporate lending Recoveries as a % of impaired loans 2012 2011 % % 25 25 10 10 28 28 33 33 47 47 Sensitivity1 2012 Ushs’000 713,408 160,993 178,531 373,884 25,485 738,893 2011 Ushs’000 682,929 149,325 269,573 264,031 38,267 721,196 1- Sensitivity is based on the effect of a change of one month in the emergence period on the value of the impairment. 79 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes (c) Fair value of derivatives The fair value of financial instruments that are not quoted in active markets are determined by using valuation techniques. Where valuation techniques (for example, models) are used to determine fair values, they are validated and periodically reviewed by qualified personnel independent of the area that created them. All models are certified before they are used, and models are calibrated to ensure that outputs reflect actual data and comparative market prices. To the extent practical, models use only observable data, however areas such as credit risk (both own and counterparty), volatilities and correlations require management to make estimates. Changes in assumptions about these factors could affect reported fair value of financial instruments. (d) Impairment of available for-sale equity investments The Bank determines that available-for-sale equity investments are impaired when there has been a significant or prolonged decline in the fair value below its cost. This determination of what is significant or prolonged requires judgement. In making this judgement, the Bank evaluates among other factors, the normal volatility in price. In addition, impairment may be appropriate when there is evidence of deterioration in the financial health of the investee, industry and sector performance, changes in technology, and operational and financing cash flows. Had the declines of financial instruments with fair values below cost been considered significant or prolonged, the Bank would suffer an additional loss of UShs 5,401 million (2010: UShs 30,132 million) in its financial statements, being the transfer of the negative revaluations within available-for-sale reserve to the income statement. keep these investments to maturity other than for the specific circumstances – for example, selling an insignificant amount close to maturity – it will be required to classify the entire class as available-forsale. The investments would therefore be measured at fair value not amortised cost. If the entire class of held-to-maturity investments were tainted, the fair value would decrease by UShs nil (2011: Nil), with a corresponding entry in the available-for-sale reserve in shareholders’ equity. 5 Segment information The principal business units in the Bank are as follows: Personal and Business Banking (PBB): Banking and other financial services to individual customers and small to medium sized enterprises throughout Uganda. PBB incorporates: • • • Mortgage lending- provides residential accommodation loans to individual customers. Instalment sales and finance leases: comprises two main areas - instalment finance in the consumer market mainly vehicles and secondly, finance of vehicles and equipment in the business market. Transactional and lending products- Transactions in products associated with the various points of contact channels such as ATMs, internet, and branches. This includes deposit taking activities, electronic banking, cheque accounts and other lending products. Corporate and Investment Banking (CIB): Commercial and investment banking services to larger corporates, financial institutions, and international counterparties in Uganda. (e) Held to maturity investments CIB incorporates: The Bank follows the guidance of IAS 39 on classifying non-derivative financial assets with fixed or determinable payments and fixed maturing as held-to-maturity. This classification requires significant judgement. In making this judgement, the Bank evaluates its intention and ability to hold such investments to maturity. If the Bank fails to • 80 • Global markets - includes foreign exchange, fixed income, derivatives, and money market funding units. Investment banking and trade finance - includes corporate lending and transactional banking businesses, trade finance business and property related lending to corporates. Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 5 Segment information (continued) The segment results for the year ended 31 December 2012 and 31 December 2011 are as follows: Personal and Corporate and Business Investment Total Banking Banking Income statement UShs’ 000 UShs’ 000 UShs’ 000 Year ended 31 December 2012 Operating income 320,273,655 188,291,257 508,564,912 Income from associate - - Impairment losses (116,413,919) 481,033 (115,932,886) Other operating expenses (155,414,601) (59,516,093) (214,930,694) Profit before tax 48,445,135 129,256,197 177,701,332 Income tax expense (13,307,315) (33,659,944) (46,967,260) Profit after tax 35,137,820 95,596,253 130,734,074 Year ended 31 December 2011 Operating income 281,442,424 98,646,793 380,089,217 Income from associate 1,288,438 - 1,288,438 Impairment losses (28,750,436) (178,695) (28,929,131) Other operating expenses (136,184,759) (52,447,872) (188,632,631) Profit before tax 117,795,667 46,020,226 163,815,893 Income tax expense (33,515,719) (8,598,444) (42,114,163) Profit after tax 84,279,948 37,421,782 121,701,730 Statement of financial position As at 31 December 2012 Total assets Total Liabilities Capital expenditure Other segment items included in the income statement Depreciation Amortisation of intangible assets As at 31 December 2011 Total assets Total liabilities Capital expenditure Other segment items included in the income statement Depreciation Amortisation of intangible assets Personal and Business Banking UShs’ 000 1,068,380,249 874,052,798 14,524,790 9,778,936 20,495 1,293,930,624 1,012,309,151 2,490,877 Corporate and Investment Banking UShs’ 000 2,030,213,150 1,823,501,315 3,033,475 Total UShs’ 000 3,098,593,400 2,697,554,114 17,558,265 2,042,312 4,280 1,419,304,647 1,405,942,649 1,283,179 11,821,248 24,775 2,713,235,271 2,418,251,800 3,774,056 985,155 12,445 11,800,739 24,775 10,815,584 12,330 81 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 6 Interest income Government securities Loans and advances to customers Loans and advances to banks Placements with group companies 2012 UShs’ 000 28,739,714 312,020,508 6,088,036 2,069,887 348,918,145 2011 UShs’ 000 29,523,624 266,683,148 1,390,402 2,143,634 299,740,808 Interest income above includes the unwinding effect of the net fee and commissions income included in determining the effective interest rate on financial assets measured at amortised cost of UShs 8,606 million (2011: UShs 9,606 million). 7 Interest expense Current accounts Savings and deposit accounts Subordinated debt: - Group entity - Non-group entities Deposits and borrowings from banks Amounts due to group companies Interest paid on other money market borrowings 2012 UShs’ 000 4,491,050 26,866,037 753,802 4,515,388 10,578,834 4,694,984 325,840 52,225,935 2011 UShs’ 000 1,579,610 12,296,083 123,367 4,323,148 26,630,343 2,362,215 2,608,571 49,923,337 2012 UShs’ 000 114,459,075 4,007,024 118,466,099 2011 UShs’ 000 87,338,257 7,967,682 95,305,939 (1,060,125) 94,245,814 8 Net fee and commission income Fee and commission income Transactional fees & commission income Credit related fees & commission income Fee and commission expense Transactional fees & commission expenses Net fee and commission income (3,308,786) 115,157,313 Net fee and commission income above excludes amounts included in determining the effective interest rate on financial assets measured at amortised cost of UShs 5,015 million (2011: UShs 11,609 million). 9 Net trading income 2012 UShs’ 000 Foreign exchange trading gains - Realized gains Foreign exchange trading gains - Unrealized gains Debt securities trading gains Fair value through P&L 50,636,141 (848,934) 42,343,475 3,305,366 95,436,048 2011 UShs’ 000 28,917,192 812,625 5,149,868 1,048,491 35,928,176 Debt securities include the effect of buying and selling and changes in the fair value of government securities. Included in foreign exchange trading are gains and losses from spot and forward contracts and other currency derivatives. 82 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 10 Other operating income/ (expense) (Loss) on disposal of property and equipment Rental income Dividend income Other 2012 UShs’ 000 (38,147) 30,596 112,941 1,135,805 1,241,195 2011 UShs’ 000 (160,135) 82,947 14,808 (62,380) Other operating income - other, is largely constituted by gains from disposal of the bank’s investment in associate - UShs 588m, and write-back to income statement of stale cheques over 3 years - UShs 365m 11 Impairment charge for credit losses 2012 UShs’ 000 Net credit impairment raised and reversed for loans and advances (Note 20) Recoveries on loans and advances previously written off 2011 UShs’ 000 125,179,454 32,614,535 (9,246,568) 115,932,886 (3,685,404) 28,929,131 2012 UShs’ 000 72,928,140 8,568,005 7,114,452 88,610,597 2011 UShs’ 000 64,978,009 8,841,107 5,788,262 79,607,378 2012 UShs’ 000 19,875,230 10,662,164 398,617 33,775 13,672,309 5,608,746 3,397,826 1,403,270 3,787,605 9,763,144 15,292,331 473,206 2,364,130 3,890,403 12,380,399 1,660,629 210,272 840,687 8,539,197 114,253,940 2011 UShs’ 000 18,445,215 7,290,665 361,496 112,266 12,204,497 3,929,939 2,366,655 2,013,521 3,335,798 6,811,417 11,481,269 283,204 1,165,572 1,836,067 9,293,439 1,775,307 28,059 749,648 13,555,569 97,039,603 12 Employee benefit expenses Salaries and wages Contributions to statutory and other defined benefit plans Other 13 Other operating expenses Premises costs Office expenses Auditors remuneration Professional fees IT expenses Travel and entertainment Marketing and advertising Insurance Deposit protection scheme contribution Security expenses Franchise fees Directors fees & expenses Training costs Operational losses Indirect taxes (VAT) Bank charges Leased equipment rental Credit bureau expenses Other operating expenses 83 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 14 Income tax expense 2012 UShs’ 000 Current income tax Deferred income tax (see note 23) 47,875,296 (908,037) 46,967,259 2011 UShs’ 000 45,509,381 (3,395,217) 42,114,164 The income tax on the company’s profit before income tax differs from the theoretical amount that would arise using the statutory income tax rate as follows: Profit before income tax Tax calculated at statutory tax rate of 30% (2011: 30%) Tax effects of: Income not subject to tax Income subject to tax at 20% Expenses not deductible for tax purposes Prior year current income tax under provision 2012 UShs’ 000 177,701,330 53,310,399 (568,145) (7,067,614) 1,264,727 27,892 46,967,259 2011 UShs’ 000 163,815,893 49,144,768 (1,422,286) (7,010,921) 1,170,363 232,240 42,114,164 2012 UShs’ 000 (7,460,343) 27,892 47,847,404 (47,869,023) (7,454,070) 2011 UShs’ 000 (6,607,285) 232,240 45,277,141 (46,362,439) (7,460,343) 2012 130,734,072 2011 121,701,729 34,125,780 8,104,873 The movement in the current income tax recoverable is as follows: At start of year Prior year under provisions Income tax charge Tax paid At end of year 15 Earnings per share - basic and diluted Basic Profit attributable to ordinary shareholders (UShs’000) Weighted average number of ordinary shares in issue (thousands) Basic earnings per share (expressed in UShs per share)* 3.83 3.57 There were no potentially dilutive shares as at 31 December 2012 or on 31 December 2011. Therefore, diluted earnings per share are the same as basic earnings per share. ** 2011 earnings per share have been normalized based on shares in issue as at 2012 84 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 16 Cash and balances with Bank of Uganda 2012 UShs’ 000 188,367,871 319,069,431 507,437,302 Coins & bank notes Balances with Bank of Uganda 2011 UShs’ 000 220,024,337 189,298,997 409,323,334 Banks are required to maintain a prescribed minimum cash balance with Bank of Uganda that is not available to finance the Bank’s day-to-today activities. The amount is determined by bank of Uganda on a pre-set formula on a rolling fortnightly basis; 8% in 2012 (2011: 8%). The reserve as at 31 December 2012 is UShs 179,880m (2011: UShs 154,220m). 17 Government securities – available-for-sale Government security - available-for-sale Treasury bills Treasury bonds 2012 UShs’ 000 2011 UShs’ 000 243,848,756 205,558,559 449,407,315 21,679,376 311,890’887 333,570,263 Government treasury bills are debt securities issued by Bank of Uganda for a term of three months, six months or one year. Government bonds are debt instruments issued by Bank of Uganda for a term of either two, three, five or ten years. Government securities are categorised as assets held to maturity which are carried at amortised cost, available for sale which are fair valued through reserves and held for trading, which are fair valued through the income statement. The weighted average effective interest rate on treasury bills and bonds, including pledged assets (see note 18) was 11.8% (2011:11.7%) 18 Pledged assets 2012 UShs’ 000 2,651,551 2,651,551 Treasury bills 2011 UShs’ 000 764,878 764,878 These are securities pledged as collateral to the Bank of Uganda under the electronic clearing house rules and are separately classified as pledged assets on the face of the statement of financial position. These have a market value at 31 December 2012 of UShs 2,651m (2011: UShs 765m). 19 Loans and advances to banks Items in course of collection - foreign banks Placements with local banks Placements with foreign banks 2012 UShs’ 000 6,421,694 20,032,060 197,141,888 223,595,642 2011 UShs’ 000 1,523,618 7,720,678 37,272,096 46,516,392 The weighted average effective interest rate on loans and advances to banks was 5.7% (2011: 18.6%) 85 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 20 Loans and advances to customers Personal and business banking Mortgage lending Instalment sales and finance leases Other loans and advances Corporate and investment banking Corporate lending Gross loans and advances Less: provision for impairment 2012 UShs’ 000 2011 UShs’ 000 187,131,480 113,314,215 546,776,175 681,065,740 240,250,698 101,193,046 676,273,515 553,558,844 1,528,287,610 1,571,276,103 (68,009,980) (39,417,446) 1,460,277,630 1,531,858,657 Included in other loans and advances is the fair value adjustment of loans advanced to staff at off market rates. 9,809m (2011: UShs 7,990m). 86 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 20 Loans and advances to customers (continued) Movements in provisions for impairment of loans and advances are as follows: Mortgage lending UShs’ 000 Non performing loans At 1 January 2012 Impaired accounts written off Net provisions raised/ (released) Effects of foreign exchange movements At 31 December 2012 Performing loans At 1 January 2012 Net impairments raised At 31 December 2012 Total Non performing loans At 1 January 2011 Impaired accounts written off Net impairments raised & released Effects of foreign exchange movements At 31 December 2011 Instalment sales and Other loans & finance Advances leases UShs’ 000 UShs’ 000 4,191,351 443,033 15,917,370 (39,152,611) (2,037,824) (52,278,158) 36,988,303 10,051,919 Corporate lending Total UShs’ 000 UShs’ 000 1,872,584 22,424,338 - (93,468,593) 74,549,892 (1,807,369) 119,782,745 2,976,441 349,629 (6,388,653) 60,233 (3,002,350) 5,003,484 8,806,757 31,800,451 125,448 45,736,139 2,401,574 264,875 2,666,449 2,532,765 (924,986) 1,607,779 6,515,231 4,724,340 11,239,571 5,543,537 1,216,503 6,760,040 16,993,107 5,280,732 22,273,839 7,669,933 10,414,536 43,040,022 6,885,488 68,009,978 1,681,241 8,642,776 (2,812,609) (13,626,188) 1,721,932 - 13,939,890 (18,257,084) 150,652 27,195,703 1,893,941 (1,818,287) 4,281,177 1,909,812 20,854,062 (165,480) (335,412) 46,720 - (454,172) 4,191,351 443,032 15,917,370 1,872,584 22,424,338 Performing loans At 1 January 2011 Net impairments raised At 31 December 2011 340,208 2,061,366 2,401,574 1,281,457 1,251,308 2,532,765 4,437,116 2,078,115 6,515,231 5,515,494 28,043 5,543,537 11,574,275 5,418,832 16,993,107 Total 6,592,925 2,975,797 22,432,601 7,416,121 39,417,446 All impaired loans have been written down to their estimated recoverable amount. The aggregate carrying amount of impaired loans at 31 December 2012 was UShs 45,736 million (2011: UShs 22,424 million). The weighted average effective interest rate on loans and advances was 19% (2011: 23.6%) 87 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 20 Loans and advances to customers (continued) The loans and advances to customers include finance lease receivables as follows; 2012 UShs’ 000 Gross investment in finance leases No later than 1 year Later than 1 year but no later than 5 years 2011 UShs’ 000 11,506,866 232,064,016 243,570,882 10,291,778 125,629,039 135,920,817 Unearned future finance income on finance leases (48,624,766) (34,727,771) Net investment in finance leases 194,946,116 101,193,046 10,848,923 184,097,193 194,946,116 9,503,077 91,689,969 101,193,046 The net investment in finance leases may be analysed as follows: No later than 1 year Later than 1 year but no later than 5 years Later than 5 years As at 31 December 2012, the Bank had no exposures to a single borrower or group of borrowers exceeding 25% of the core capital of the Bank. 21 Other investment securities S.W.I.F.T. SCRL African Export and Import Bank (0.04% owned) 2012 UShs’ 000 844,200 207,720 1,051,920 2011 UShs’ 000 844,200 207,720 1,051,920 22 Investment in associate The movement in the investment in the Bank’s associate is represented by the following movement: As at 1 January Share of profits Dividend received Disposals As at 31 December 88 2012 UShs’ 000 2,625,516 587,703 112,941 (3,326,160) - 2011 UShs’ 000 2,421,996 1,288,438 (1,084,918) 2,625,516 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 22 Investment in associate (continued) The Bank’s interest in its principal associate, which is un-listed, is as follows: Country of incorporation 31 December 2012 Stanbic Investment Management Services 31 December 2011 Stanbic Investment Management Services Kenya Kenya Net assets UShs’000 Revenue UShs’000 Interest held % - - 0% 5,820,501 16,513,693 23% 23 Deferred income tax Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. Deferred income taxes are calculated on all temporary differences under the balance sheet liability method using tax rates currently enacted. The movement on the deferred income tax account is as follows: As at 1 January Income statement movement Available-for-sale government securities As at 31 December 2012 UShs’ 000 18,562,030 908,037 (10,599,038) 8,871,029 2011 UShs’ 000 6,022,195 3,395,217 9,144,618 18,562,030 The deferred income tax asset on the statement of financial position comprises the following categories: 2012 UShs’ 000 Deferred income tax assets Provisions for loans and advances Available for sale government securities Other deductible temporary differences Deferred income tax liabilities Property and equipment Net deferred income tax asset 2011 UShs’ 000 7,730,888 2,314,581 3,088,218 13,133,687 5,937,449 12,913,619 2,185,791 21,036,859 (4,262,658) 8,871,029 (2,474,829) 18,562,030 The deferred tax charge in the income statement comprises the following categories: 2012 UShs’ 000 Property and equipment Provisions for loans and advances Other deductible temporary differences (1,787,829) 1,793,439 902,428 908,038 2011 UShs’ 000 1,087,255 1,859,650 448,312 3,395,217 89 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 24 Prepaid operating leases 2012 UShs’ 000 Cost As at 1 January Additions for the year As at 31 December Amortisation As at 1 January Charge for the year As at 31 December Carrying value As at 31 December 2011 UShs’ 000 239,141 239,141 239,141 239,141 (88,791) (10,338) (99,129) 140,012 (78,614) (10,177) (88,791) 150,350 25 Other assets Clearances in transit Prepayments Recoverable losses Fees receivable Other accounts receivable 2012 UShs’ 000 23,808,720 15,603,852 71,941 1,041,285 25,192,863 65,718,661 2011 UShs’ 000 15,782,255 12,156,147 2,014,486 2,389,368 34,408,502 66,750,758 Approximately 60% of the amount under “Other accounts receivable” relates to Ushs currency that was sold to purchase foreign currency amounts to cater for supplier payments in foreign currency. 90 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 26 Goodwill and other intangible assets Cost At 1 January 2012 Additions Impairment At 31 December 2012 Amortisation At 1 January 2012 Charge for the year At 31 December 2012 Net book value At 31 December 2012 Cost At 1 January 2011 Additions Impairment At 31 December 2011 Amortisation At 1 January 2011 Charge for the year At 31 December 2011 Net book value At 31 December 2011 Computer software UShs’ 000 Goodwill Total UShs’ 000 UShs’ 000 208,457 2,729,838 2,938,295 1,901,592 1,901,592 2,110,049 2,729,838 4,839,887 138,260 206,764 345,024 - 138,260 206,764 345,025 2,593,270 1,901,592 4,494,862 208,457 208,457 1,901,592 1,901,592 2,110,049 2,110,049 113,485 24,775 138,260 - 113,485 24,775 138,260 70,196 1,901,592 1,971,788 Goodwill is reviewed annually for impairment, or more frequently when there are indications that impairment may have occurred. There was no impairment of goodwill identified in 2012 (2011: nil). 91 92 2,685,596 Net book value At 31 December 2012 Net book value At 31 December 2011 Depreciation At 1 January 2011 Charge for the year On disposals At 31 December 2011 2,755,017 3,432,496 3,432,496 608,058 69,421 677,479 677,479 69,421 746,900 Depreciation At 1 January 2012 Charge for the year On disposals At 31 December 2012 Cost At 1 January 2011 Additions Transfers Disposals At 31 December 2011 3,432,496 3,432,496 UShs’ 000 Land and buildings Cost At 1 January 2012 Additions Transfers Disposals At 31 December 2012 27 Property and equipment 19,869,831 26,738,591 4,857,269 (1,325,189) 30,270,671 37,802,070 3,613,221 10,104,169 (1,378,958) 50,140,502 UShs’ 000 Computer equipment 20,649,241 11,063,479 61,973,413 43,446,763 2,567,313 1,206,743 - - (16,800,677) (6,851,436) 47,740,049 37,802,070 37,323,958 28,701,073 6,473,872 4,651,362 (16,707,022) (6,613,844) 27,090,808 26,738,591 17,964,876 27,090,808 6,443,654 (4,035,900) 29,498,562 47,740,049 3,805,764 35,111 (4,117,486) 47,463,438 Furniture, fittings and equipment UShs’ 000 876,360 4,082,746 (311,684) 3,771,062 2,561,766 606,084 (273,148) 2,894,702 425,456 2,894,702 450,904 3,345,606 3,771,062 3,771,062 UShs’ 000 Motor vehicles - - 0 - 10,139,280 (10,139,280) 0 UShs’ 000 Work in progress 35,344,097 112,935,418 3,774,056 (23,963,797) 92,745,677 69,194,855 11,800,739 (23,594,014) 57,401,580 40,945,759 57,401,580 11,821,248 (5,361,089) 63,861,739 92,745,677 17,558,265 (5,496,444) 104,807,498 UShs’ 000 Total Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 28 Share capital Issued and fully paid At 1 January 2012 Bonus issue - 30 May 2012 At 31 December 2012 Issued and fully paid At 1 January 2011 Bonus issue - 30 May 2011 At 31 December 2011 Number of ordinary shares (thousands) Ordinary share capital UShs’ 000 Share premium Total UShs’ 000 UShs’ 000 10,237,734 10,237,734 20,411,266 30,649,000 40,950,936 51,188,670 40,950,936 51,188,670 (20,411,266) - 20,539,670 51,188,670 Number of ordinary shares (thousands) Ordinary share capital UShs’ 000 Share premium Total UShs’ 000 UShs’ 000 5,118,867 5,118,867 20,411,266 25,530,133 5,118,867 10,237,734 5,118,867 10,237,734 20,411,266 5,118,867 30,649,000 The total authorised number of ordinary shares is 51,188,669,700 shares (2011: 10,237,733,940 shares) with a par value of UShs 1 per share (2011: UShs 1 per share). The issued number of shares at year end was 51,188,669,700 (2011: 10,237,733,940) following a bonus issue. All issued shares are fully paid. At the annual general meeting held on 21 May 2012, the shareholders approved the increase in the authorised share capital to 51,188,669,700 by issuing bonus shares on a 4: 1 basis off the existing shares. The increase in share capital was financed by capitalising the sum of UShs 20,411,265,727 from Share premium and UShs 20,539,670,033 from retained earnings. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at annual and other general meetings of the Bank. 29 Available-for-sale revaluation reserve At 1 January 2012 UShs’ 000 (30,131,779) Net gains/(losses) from changes in fair value Deferred tax on fair value change Net movement for the year 35,330,128 (10,599,038) 24,731,090 (30,482,061) 9,144,618 (21,337,443) (5,400,689) (30,131,779) At 31 December 2011 UShs’ 000 (8,794,336) 93 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 30 Statutory credit risk reserve The statutory credit risk reserve represents amounts by which provisions for impairments of loans and advances, determined in accordance with the Financial Institutions Act 2004 exceed those determined in accordance with International Financial Reporting Standards. These amounts are appropriated from retained earnings in accordance with accounting policy (j). Gross loans and advances (including off BS items) Less: Identified impairment charges (regulatory) Interest in suspense Unidentified impairment (regulatory requirement) Identified impairment (in accordance with IFRS) Unidentified impairment (in accordance with IFRS) Statutory credit risk reserve 94 2012 UShs’ 000 1,771,904,491 66,419,204 9,881,329 1,695,603,959 16,956,040 45,736,139 22,273,850 15,365,255 2011 UShs’ 000 1,825,277,501 22,424,328 1,863,239 1,800,989,934 18,009,899 22,424,328 16,993,119 1,016,780 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 31Derivatives The Bank uses currency forward derivative instruments for non-hedging purposes. Currency forwards represent commitments to purchase foreign and domestic currency, including undelivered spot transactions. The notional amounts of certain types of financial instrument provide a basis for comparison with instruments recognised on the statement of financial position but do not necessarily indicate the amounts of future cash flows involved or the current fair value of the instruments and, therefore, do not indicate the bank’s exposure to credit or price risks. The derivative instruments become favourable (assets) or unfavourable (liabilities) as a result of fluctuations in market foreign exchange rates on hand relative to their terms. The aggregate contractual or notional amount of derivative financial instruments, the extent to which instruments are favourable or unfavourable, and thus the aggregate fair values of derivative financial assets and liabilities, can fluctuate significantly from time to time. The maturity analysis of the fair values of derivative instruments held is set out below. Less than 1 year UShs’ 000 1-5 years UShs’ 000 Over 5 years UShs’ 000 Total UShs’ 000 As at 31 December 2012 Assets Derivatives held-for-trading Currency forwards Fair value of assets 1,032,432 1,032,432 - - 1,032,432 1,032,432 Liabilities Derivatives held-for-trading Currency forwards Fair value of liabilities - - - - 1,032,432 - - 1,032,432 Net fair value As at 31 December 2011 Assets Derivatives held-for-trading Currency forwards Fair value of assets - - - - - - - - - - Liabilities Derivatives held-for-trading Currency forwards Fair value of liabilities - 146,470 146,470 - - - - - - 146,470 146,470 - - Net fair value (146,470) (146,470) 32 Customer deposits Current and demand deposits Savings accounts Fixed and call deposit accounts 2012 UShs’ 000 1,602,815,835 175,426,475 320,937,808 2,099,180,118 2011 UShs’ 000 1,362,209,456 254,494,971 286,244,079 1,902,948,506 The weighted average effective interest rate on customer deposits was 2.8% (2011: 1.9%). 95 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 33 Deposits and balances due to banks Balances due to other banks - local currency Balances due to other banks - foreign currency 2012 UShs’ 000 33,458,162 498,881 33,957,043 2011 UShs’ 000 188,693,071 17,376,332 206,069,403 The weighted average effective interest rate on deposits and balances due to banks was 4.8% (2011: 3.8%) 34 Borrowed funds Bank of Uganda : Apex scheme Bank of Uganda : Agricultural Credit Facility Agence Francaise de Developpement (AFD) 2012 UShs’ 000 8,170,927 16,532,552 24,703,479 2011 UShs’ 000 36,109 7,860,354 18,735,307 26,631,770 Bank of Uganda (BOU) operates a loan scheme known as the Apex Loan Scheme. Qualifying customers of the Bank apply for the facility through the bank. The outstanding balance as at 31 December 2012 was UShs nil (2011: UShs 36 million). The Government of Uganda through Bank of Uganda set up an Agricultural Credit Facility scheme for the purpose of supporting agricultural expansion and modernization in partnership with commercial banks. All eligible bank customers receive 50% financing from the Government of Uganda while the remaining 50% is provided by the Bank. The outstanding balance as at 31 December 2012 was UShs 8,171 million (2011: UShs 7,860 million). The Bank does not pay any interest to the government of Uganda. Refunds to the government are made half yearly and as at 31 December 2012; the last payable instalment will be due on 31 December 2018. The Bank entered into a financing agreement with Agence Francaise de Developpement (AFD). Under the terms of the agreement, AFD lent the Bank EUR 7 million over a period of seven years at a fixed rate of 0.6%. Interest is paid semi-annually with 12 equal principal re-payments beginning in January 2011. The outstanding balance as at 31 December 2011 was UShs 16,532 million (2011: UShs 18,735 million). The Bank complied with all the terms and conditions of each of the agreements during the year. 35 Other liabilities Uganda Revenue Authority - tax payable Bills payable Unclaimed balances Sundry creditors Unearned fees & commission income Dividend payable Provisions for losses Other liabilities 96 2012 UShs’ 000 4,314,213 71,166,914 23,438,563 24,497,211 4,917,335 3,969,282 1,450,134 11,992,703 145,746,355 2011 UShs’ 000 1,904,458 70,675,566 19,924,723 5,073,655 7,588,678 2,729,569 1,991,886 11,747,364 121,635,899 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 36 Subordinated debt As at 31 December 2012 Bonds Floating rate notes Fixed rate notes Subordinated loan facility - Standard Bank South Africa As at 31 December 2011 Floating rate notes Fixed rate notes Subordinated loan facility - Standard Bank South Africa Date of issue 10 August 2009 10 August 2009 31 October 2011 Date of issue 10 August 2009 10 August 2009 31 October 2011 The Bank issued subordinated floating and fixed rate notes in August 2009 of an aggregate nominal amount of UShs 30 billion. The Subordinated Notes constitute direct, unconditional, unsecured and subordinated obligations of the issuer which (a) rank pari passu among themselves and (b) are subordinated to the claims of all senior creditors. The interest rate on the floating rate notes is the 182 day Treasury bill rate + 150 basis points and re-prices every six months. The fixed rate notes attract a 14.5% interest rate. The notes are redeemable on 10 August 2016. The difference between the carrying and notional values represents accrued interest. On 31 October 2011, the bank entered into an agreement with Standard Bank of South Africa Limited (SBSA), under which SBSA undertook to lend the bank USD 7 million (the loan). The loan is unsecured and subordinated to the claims of all senior creditors. Carrying value UShs’ 000 28,195,000 1,992,099 30,187,099 Notional value UShs’ 000 28,195,000 1,992,099 30,187,099 18,925,416 18,792,229 49,112,515 48,979,328 UShs’ 000 28,195,000 1,810,233 30,005,233 UShs’ 000 28,195,000 1,810,233 30,005,233 17,499,700 17,376,333 47,504,933 47,381,566 The loan is for a period of up to 10 years but with a first redemption date of 31 October 2016. The interest rate applicable on the loan is variable and is priced at 3 months LIBOR (London interbank offer rate for 3 months USD deposits) plus a margin of 3.76% per annum. After the first redemption date, the margin increases to 5.025% per annum until termination. The Bank complied with all the terms and conditions of each of the agreements during the year. 37 Dividends At the annual general meeting to be held in May 2013, a dividend of UShs 1.37 per share amounting to UShs 70 billion in total is to be proposed. (2011: total dividend per share of UShs 4.88 amounting to UShs 50 billion). The payment of dividends is subject to withholding tax at rates depending on the tax status or residence of the recipient. 97 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 38Off-balance sheet financial instruments, contingent liabilities and commitments In common with other banks, the Bank conducts business involving acceptances, letters of credit, guarantees, performance bonds and indemnities. The majority of these facilities are offset by corresponding obligations of third parties. In addition, there are other off-balance sheet financial instruments including forward contracts for the purchase and sale of foreign currencies, the nominal amounts for which are not reflected in the statement of financial position. Contingent liabilities Acceptances and letters of credit Guarantees and performance bonds Commitments Commitments to extend credit Currency forwards Commitments to purchase property, plant and equipment Operating lease commitments 2012 UShs’ 000 59,866,616 161,819,874 221,686,490 238,314,664 (4,877,500) 20,183,666 253,620,830 475,307,320 2011 UShs’ 000 86,000,661 85,788,165 171,788,826 274,443,789 70,489,250 21,860,871 366,793,910 538,582,736 Nature of contingent liabilities An acceptance is an undertaking by a bank to pay a bill of exchange drawn on a customer. The Bank expects most acceptances to be presented, and reimbursement by the customer is normally immediate. Letters of credit commit the Bank to make payments to third parties, on production of documents, which are subsequently reimbursed by customers. Guarantees are generally written by a bank to support performance by a customer to third parties. The Bank will only be required to meet these obligations in the event of the customer’s default. Commitments to lend are agreements to lend to a customer in future subject to certain conditions. Such commitments are normally made for a fixed period. The Bank may withdraw from its contractual obligation for the undrawn portion of agreed overdraft limits by giving reasonable notice to the customer. Foreign exchange forward contracts are agreements to buy or sell a specified quantity of foreign currency, usually on a specified future date at an agreed rate. Tax dispute The bank had been in a dispute with URA that had been pending in the Commercial court for hearing and determination for some time. The subject of dispute between Stanbic Bank and the URA was a VAT assessment on management fees of UShs 6.8 Billion for the periods 2003 – March 2009. The main argument against the assessment was that guidance had been issued by URA on the treatment of VAT on management fees and the bank complied with this guidance, hence URA was stopped from changing its position. Further, a portion of the management services rendered related to financial services which in the meaning of the VAT Act are exempt supplies. 98 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 38 Off balance sheet financial instruments, contingent liabilities and commitments (continued) The issue of URA being bound by earlier positions on a matter was recently decided upon by the Court of Appeal in a similar case and it was held that “although in normal circumstances, the doctrine of estoppel would apply where a person makes a misrepresentation that is believed by another who acts upon it to his or her detriment, there is no estoppel against a statutory provision”. Following the Court of Appeal ruling and advice from the bank’s lawyers, the bank opted for an out of court settlement and a consent judgement agreed upon by both the bank and URA was executed by court, where the bank paid the principal amount of the assessment UShs 3.2 billion and the URA vacated all the interest and penalties assessed of UShs 3.6 billion. Pending litigation The Bank is a litigant in several other cases which arise from normal day to day banking. The directors and management believe the Bank has strong grounds for success in a majority of the cases and are confident that they should get a ruling in their favour and none of the cases individually or in aggregate would have a significant impact on the Bank’s operations. The directors have carried out an assessment of all the cases outstanding as at 31 December 2012 and where considered necessary based on the merits of each case, a provision has been raised. In aggregate the total provisions raised amount to UShs 3.5 billion (2011: UShs 2.5 billion). 39 Analysis of cash and cash equivalents as shown in the statement of cash flows Cash and balances with Bank of Uganda Cash reserve requirement Government securities maturing within 90 days Placements with other banks Deposits from group companies 2012 UShs’ 000 507,437,302 (179,880,000) 284,824,916 223,595,642 50,548,733 886,526,593 2011 UShs’ 000 409,323,334 (154,220,000) 4,713,648 46,516,392 251,060,604 557,393,978 For the purposes of the statement of cash flow, cash and cash equivalents comprise balances with less than 90 days maturity from the date of acquisition including: cash and balances with central banks, treasury bills and other eligible bills, and amounts due from other banks. 40 Related party transactions The Bank is 80% owned by Stanbic Africa Holdings Limited, which is incorporated in the United Kingdom. The ultimate parent and controlling party of the Bank is Standard Bank Group Limited, incorporated in South Africa. There are other companies which are related to Stanbic Bank Uganda Limited through common shareholdings or common directorships. These include Standard Bank London, Standard Bank Isle of Man Limited, Standard Bank of South Africa, CfC Stanbic Bank Kenya Limited, Stanbic Bank Tanzania Limited, Stanbic Bank Botswana, Stanbic International Uganda Limited, Stanlib, Stanbic International Insurance Limited and Liberty Life Assurance Uganda Limited. In the normal course of business, current accounts are operated and placings of foreign currencies are made with the parent company and other group companies at interest rates in line with the market. 99 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 40. Related party transactions (continued) Amounts due from group companies Placements and borrowings Other assets Amounts due to group companies Deposits and current accounts Other liabilities Subordinated debt due to group companies Subordinated loans (see note 36) Interest income earned Interest expense paid Trading income Operating expenses incurred 2012 UShs’ 000 45,063,360 5,485,373 50,548,733 328,545,813 16,308,791 344,854,604 18,925,416 2,069,887 5,448,786 2,077,085 17,871,184 2011 UShs’ 000 250,808,011 252,593 251,060,604 110,317,385 2,997,434 113,314,819 17,499,700 2,143,634 2,485,582 16,262,108 Advances to customers at 31 December 2012 include loans to directors and loans to employees as follows: As at 1 January New directors appointed Loans extended during the year Loan repayments during the year 2012 UShs’ 000 5,513,351 277,137 (2,164,478) 3,626,010 2011 UShs’ 000 8,862,865 73,320 1,191,335 (4,614,169) 5,513,351 Companies affiliated to directors and key management are Pepperoni Pickles Uganda Limited, Uganda Batteries Limited, Nice House of Plastics, Jesa Farm Dairy Limited, Victoria Seeds Limited and Impala Heights Ltd. At 31 December 2012 advances to employees amounted to UShs 639 million (2011: UShs 1,163 million). Loans granted to non executive directors and their affiliates are granted at commercial rates while those granted to executive directors and executives are: Mortgage – 50% of prime rate, staff miscellaneous and car loans – 75% of prime rate, study loans – 0%. Interest income from key management loans 2012 UShs’ 000 51,082 51,082 No impairment has been recognised in respect of loans advanced to related parties (2011: nil). 100 2011 UShs’ 000 138,160 138,160 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Notes 40. Related party transactions (continued) Deposits by key management and related parties As at 1 January Net increase for the year Key management compensation Salaries and other short term employment benefits Post employment benefits Directors remuneration Directors fees Other emoluments included in management compensation 2012 UShs’ 000 511,245 (74,958) 436,287 10,043,742 731,509 10,775,250 473,206 4,743,256 5,216,462 2011 UShs’ 000 340,628 170,617 511,245 9,539,566 389,840 9,929,405 283,204 3,632,399 3,915,603 41 Equity-linked transactions Share-based payments Equity compensation plans Standard Bank Group (SBG) has two equity-settled schemes, namely the Group Share Incentive Scheme and the Equity Growth Scheme. The Group Share Incentive Scheme confers rights to employees to acquire ordinary shares at the value of the SBG share price at the date the option is granted. The Equity Growth Scheme was implemented in 2005 and represents appreciation rights allocated to employees. The eventual value of the right is effectively settled by the issue of shares equivalent in value to the value of the rights. The two schemes have four different sub-types of vesting categories as illustrated by the table below: Year % vesting Expiry Type A 3, 4, 5 50, 75, 100 10 Years Type B 5, 6, 7 50, 75, 100 10 Years Type C 2, 3, 4 50, 75, 100 10 Years Type D 2, 3, 4 33, 67, 100 10 Years A reconciliation of the movement of share options and appreciation rights is detailed below: Option price Number of options range (ZAR) Group Share Incentive Scheme 31-Dec-12 Options outstanding at beginning of the period 31-Dec-12 31-Dec-11 310 650 238 000 - Transfers in 62,39 - 111,94 40 850 Transfers out 62,39 - 111,94 (52 600) - - 91 250 Granted Lapsed Exercised Options outstanding at end of the period 62,39 - 111,94 (28 150) - 62,39 - 98,00 (21 900) (18,600.00) 248 850 310 650 The weighted average SBG share price for the year was ZAR 110,03 (December 2011: ZAR 98,66). 101 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 41. Equity-linked transactions (continued) The following options granted to employees had not been exercised at 31 December 2012: Option price range (ZAR) 65,60 Number of ordinary shares 500 Weighted average price 65,60 Year to 31 December 2015 Option expiry period 1 200 79,50 79,50 Year to 31 December 2016 4 700 98,00 98,00 Year to 31 December 2017 30 200 92,00 92,00 Year to 31 December 2018 41 000 62,39 62,39 Year to 31 December 2019 77 500 111,94 111,94 Year to 31 December 2020 93 750 98,80 98,80 248 850 Year to 31 December 2021 The following options granted to employees had not been exercised at 31 December 2011: Number of ordinary shares 1 000 Option price range (Rands) 65,60 Weighted average price 65,60 Year to 31 December 2015 Option expiry period 2 300 79,50 79,50 Year to 31 December 2016 18 600 98,00 98,00 Year to 31 December 2017 24 000 92,00 92,00 Year to 31 December 2018 61 000 62,39 62,39 Year to 31 December 2019 112 500 111,94 111,94 Year to 31 December 2020 91 250 310 650 98,80 98,80 Year to 31 December 2021 Appreciation right price range (ZAR) 31-Dec-12 31-Dec-12 94 300 98 800 95,80 - 111,94 25 000 - Transfers out 62,39 - 98,00 (56 000) - Exercised1 62,39 - 92,00 (5 000) (4,500) 58 300 94 300 Equity Growth Scheme Rights outstanding at beginning of the period Transfers in Rights outstanding at end of the period2 1. Number of rights 31-Dec-11 During the year SBG 935 (December 2011: 463) shares were issued to settle the appreciated rights value. At 31 December 2012 the group would need to issue 12 971 (December 2011: 17 473) SBG shares to settle the outstanding appreciated rights value. 2. 102 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 41. Equity-linked transactions (continued) The following rights granted to employees had not been exercised at 31 December 2012: 65,60 Weighted average price (ZAR) 65,60 4 500 79,50 79,50 Year to 31 December 2016 2 500 98,00 98,00 Year to 31 December 2017 17 050 92,00 92,00 Year to 31 December 2018 18 250 62,39 62,39 Year to 31 December 2019 15 000 111,94 111,94 Number of rights 1 000 58 300 Price range (ZAR) Expiry period Year to 31 December 2015 Year to 31 December 2020 The following rights granted to employees had not been exercised at 31 December 2011: Number of rights 11 000 Price range (Rands) 65,60 Weighted average price (Rands) 65,60 Expiry period Year to 31 December 2015 13 000 79,50 79,50 Year to 31 December 2016 7 500 98,00 98,00 Year to 31 December 2017 39 800 92,00 92,00 Year to 31 December 2018 23 000 62,39 62,39 94 300 Year to 31 December 2019 42Subsequent events There was no significant event to report. 103 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Shareholder analysis Top 10 shareholders as at 31December 2012 Number of shares Percentage shareholding 40,950,935,760 80.00 1,576,747,040 3.08 National Social Security Fund 954,806,815 1.87 Ruparelia Sudhir 329,153,630 0.64 Central Bank of Kenya Pension Fund 206,709,680 0.40 Kabanda Kironde Ibulaimu 202,691,120 0.40 Crane Bank Limited 152,503,325 0.30 Duet Africa Opportunities Fund IC 99,373,460 0.19 Kenya Airways Ltd - Staff Provident Fund 96,540,000 0.17 Duet Victoire Africa Index II IC 85,931,680 0.19 Name Stanbic Africa Holdings Limited HSBC - Arisaig Africa Fund Ltd Key shareholder information Stanbic Uganda is majority-owned by Stanbic Africa Holdings Limited (SAHL), which is a private limited liability company incorporated in the United Kingdom. SAHL is, in turn, wholly-owned by Standard Bank Group and is the vehicle through which Standard Bank Group holds its interests in several banks in African countries. Standard Bank Group is a public limited liability company incorporated in South Africa and is listed on the JSE. It is the largest South African banking group by market capitalisation and by assets and earnings. Standard Bank Group had total assets of over ZAR 1,544 billion (approximately USD 167 billion) at 31 December 2012 and employs more than 46,000 people worldwide. Standard Bank Group, which was founded in 1896 in South Africa, trades as Standard Bank in South Africa, Namibia, Mauritius, Mozambique and Swaziland and as Stanbic Bank throughout the remainder of the African continent. It has 104 wide representation, which spans 17 African countries and 21 countries outside of Africa and has an emerging markets focus. While its principal activities are banking and related financial services, Standard Bank Group has diversified its operations to meet the demands of the fast changing and demanding business world, with investments in insurance, wealth management and investment management. It provides a wide range of banking and related financial services. In April 2011, Stanbic Uganda entered into a franchise agreement with Standard Bank Africa a division of The Standard Bank of South Africa Ltd. under which Stanbic Uganda was given an exclusive licence in Uganda to operate the franchised business (as defined in the agreement) render the services and use the business system (as defined in the agreement) subject to the terms and conditions of that agreement and the applicable law. Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Shareholder information Chairman’s letter to shareholders Dear shareholder I extend an invitation to you to attend the annual general meeting (AGM) of Stanbic Bank Uganda Limited to be held at the Kampala Sheraton Hotel on 20 May 2013 at 11:00am. This is your opportunity to meet and question members of the Stanbic Bank Uganda Limited board regarding the company’s performance for the year ended 31 December 2012. If you are not able to attend the AGM, I would urge you to complete and submit the proxy form in accordance with the instructions and return it to the address indicated. I also urge shareholders who have not yet opened securities accounts with the Securities Central Depository (SCD) for the deposit and safe keeping of their shares to do so. Only shareholders who have immobilised their shares in the SCD can trade them. Explanatory note on resolutions to be tabled at the AGM The AGM will deal with the following ordinary business: • to receive the annual financial statements for the year ended 31 December 2012 as required in terms of the Companies Act; • to declare a dividend; • to elect directors in place of those retiring in accordance with the provisions of the company’s articles of association. The company’s articles of association make provision for the annual retirement of a certain proportion of the board of directors. Those directors retiring in terms of this provision as well as directors appointed for the first time to the board since the previous AGM, offer themselves for re-election. Their abridged curriculum vitae have been included in the notice; • to appoint external auditors; • in line with the company’s articles of association you will be requested to approve the nonexecutive directors’ fees in respect of 2013, which have been considered by the Board Compensation Committee and recommended by the board; I look forward to meeting you at the AGM. Hannington Karuhanga Chairman 105 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Shareholder Information Notice to members Notice is hereby given that the annual general meeting (AGM) of Stanbic Bank Uganda Limited will be held at the Kampala Sheraton Hotel on 20 May 2013 at 11:00am for the following business: Agenda 1. To receive the annual financial statements for the year ended 31 December 2012, including the reports of the directors and auditors. 2. To declare a dividend for the year 2012. 3. To confirm the appointment of a new director and elect directors in place of those retiring in accordance with the provisions of the company’s articles of association. Mr. Hannington Karuhanga, Dr. Samuel Sejjaaka and Ms Babara Mulwana retire by rotation while Mr Patrick Mweheire is required to retire at the AGM following his appointment. All being eligible offer themselves for re-election. The directors retiring by rotation are independent non-executive directors. 4. To approve the appointment of external auditors of the company for 2013. 5. To approve the proposed fees payable to the non-executive directors for 2013. • Chairman of Stanbic Bank Uganda Limited – UShs 104,742,000 per annum • Director of Stanbic Bank Uganda Limited – UShs 36,811,500 per annum • Board audit committee - chairman - sitting allowance of – UShs 25,806,000 per annum - member - sitting allowance of – UShs 13,282,500 per annum • Board risk management committee - chairperson - sitting allowance of – UShs 16,176,000 per annum - member - sitting allowance of – UShs 10,626,000 per annum • Board credit committee - chairman - sitting allowance of – UShs 11,870,760 per annum - member - sitting allowance of – UShs 9,775,920 per annum • Board compensation committee - chairman - sitting allowance of – UShs 5,935,380 per annum - member - sitting allowance of – UShs 4,887,960 per annum • Fee for engagement on Bank business outside board meetings – UShs 611,160 per event subject to approval of the board chairman The reason for this resolution is to grant the company the authority to pay fees to its directors for their services as directors. The proposed fees will be effective from 1 January 2013 and paid quarterly in arrears. In determining the proposed remuneration, the board considered, • the level, extent and nature of the non-executive directors’ legal and regulatory oversight responsibilities; • the time demanded of non-executive directors in attending to Company matters; • the level of risk assumed by the non-executive directors in performing their duties; • changes in the cost of living as a result of inflation; and • reviews of comparative remuneration offered by other major Ugandan and international banks. 106 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Shareholder Information Notes 1 Details of directors Directors’ details as required by the Listing Rules of the Uganda Securities Exchange Limited (“the Listing Rules’) are set out on page 8 of the annual report that accompanies this notice of annual general meeting (“the Annual Report”). 2 Directors’ responsibility statement The directors, whose names are given on page 8 of the Annual Report, collectively and individually accept full responsibility for the accuracy of the information given in the Annual Report and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement in the Annual Report false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the notice contains all information required by law and the Listing Rules. 3 Interests of directors The interest of the directors in the share capital of the Company are set out on page 37 of the Annual Report. 4 Major shareholders Details of major shareholders of the Company are set out on page104 of the Annual Report. 5 Share capital of the Company Details of the share capital of the Company are set out on pages 37 of the Annual Report. 6 Material change There has been no material change in the financial or trading position of the Company and its subsidiaries since the date of publication of the Company’s annual results on 18 March 2013. Stanbic Bank Uganda Limited shareholders may attend, speak and vote at the annual general meeting or may appoint one or more proxies (who need not be shareholders of the Company) to attend, speak and vote at the annual general meeting on behalf of such shareholder. A proxy form is attached to this notice of annual general meeting. Duly completed proxy forms must be returned to the share registrars of the Company or the registered office of the Company at the addresses set out below, to be received by not later than 5:00pm on Thursday 16 May 2013. On behalf of the board Gertrude Wamala Company Secretary 15 April 2013 Registered office Crested Towers, Short Tower 17 Hannington Road Kampala, Uganda PO Box 7131 Kampala, Uganda Fax: +256 41 4230608/636 4207 107 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Shareholder Information Share registrar Deloitte (Uganda) Ltd 3rd Floor, Rwenzori House, 1 Lumumba Avenue, Kampala P O Box 10314 Kampala, Uganda Telephone: +256 414 343850 Fax: +256 414 343887 Bond registrar Stanbic Bank Uganda Limited Crested Towers, Short Tower 17 Hannington Road Kampala, Uganda PO Box 7131 Kampala, Uganda Fax: +256 41 4230608 636 4207 108 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Shareholder Information Proxy form Stanbic Bank Uganda Limited (Registration number P.525) (“the Company”) A shareholder entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the Company. I/We ___________________________________________________________ (Name in block letters) of ____________________________________________________________(Address in block letters) being a shareholder(s) and the holder(s) of _________ ordinary shares of UShs. 1 each and entitled to vote hereby appoint 1 __________________________________________________________________or, failing him/her 2 __________________________________________________________________or, failing him/her the Chairman of the annual general meeting, as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of shareholders to be held at Kampala Sheraton Hotel in the morning, and at any adjournment thereof as follows: Number of votes for* Number of votes against* Abstain* Ordinary resolution to: 1. Receive the annual financial statements 2. Declare a dividend 3. Elect directors: 3.1 Hannington Karuhanga 3.2 Samuel Sejjaaka 3.3 Barbara Mulwana 3.4 Patrick Mweheire 4. To approve the appointment of PricewaterhouseCoopers as auditors of the Company. 5. Approve non-executive directors’ remuneration * Insert a cross or tick or number of votes. If no options are marked, the proxy can vote as he/she deems fit. Signed at ____________________________on _______________________________________2013 Assisted by (where applicable) (State capacity and full name) _____________________________________ Please provide contact details: Tel: ( ) _________________________________________ Fax: ( ) _________________________________________ e-mail: _________________________________________ Please read the notes on the next page 109 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Shareholder Information Notes 1 A shareholder may insert the name of a proxy or the names of two alternative proxies of his/her choice in the space provided. The person whose name stands first on the proxy form and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow. 2 To be effective, completed proxy forms must be lodged by not later than Thursday 16 May with either the share registrars or the registered office: Registered address Crested Towers, Short Tower 17 Hannington Road Kampala, Uganda PO Box 7131 Kampala, Uganda Fax: +256 41 4230608/636 4207 Share registrars Deloitte (Uganda) Ltd 3rd Floor, Rwenzori House, 1 Lumumba Avenue, Kampala P O Box 10314 Kampala, Uganda Telephone: +256 414 343850 Fax: +256 414 343887 3 The completion and lodging of this form of proxy will not prevent the relevant shareholder from attending the annual general meeting and speaking and voting in person at the annual general meeting instead of the proxy. 110 4 The Chairman of the annual general meeting may accept or reject any proxy form which is completed and/or received other than in compliance with these notes. 5 The signatories must initial any alteration to this proxy form, other than the deletion of alternatives. 6 Documentary evidence establishing the authority of a person signing the proxy form in a representative capacity must be attached to this proxy form unless previously recorded by the Company. In the case of a corporation, a resolution of the board or equivalent body shall be required. 7 Where there are joint holders of ordinary shares: (a) any one holder may sign the proxy form; and (b) the vote of the senior shareholder (for that purpose seniority will be determined by the order in which the names of the shareholders who tender a vote (whether in person or by proxy) appear in the Company’s register) will be accepted as to the exclusion of the vote(s) of the other joint shareholders. Contact details Chief Financial Officer Arthur Oginga Tel: +256 41 7154396 Company Secretary Gertrude Wamala Karugaba Tel: +256 41 7154336 Investor Relations Enquires Tel: +256 41 7154337 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 Open a ContractSave Account for the education she deserves. Open a ContractSave account and save for a big future. A ContractSave account allows you to save for big ticket expenses like your children’s education, starting a small business, a dream wedding, car or medical expenses. Contact your nearest branch to find out how you can save and gain. 111 Stanbic Bank Uganda Limited. A financial institution regulated by Bank of Uganda. License Number A1. 013 Stanbic Bank Uganda Limited Annual report For the year ended 31 December 2012 112 Uganda is a vibrant and a diverse country deserving nuanced insight. We are able to navigate our unique environment by employing and developing local skills while leveraging our regional and international expertise. Together with our other competitive advantages, our heritage and footprint, we are in a prime position to turn Uganda’s challenges into market opportunities. Let us show you Uganda. 114 Stanbic Bank Uganda Limited Annual report 2012 www.stanbicbank.co.ug
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