2016 Annual Report Contents

OCBC WING HANG BANK ANNUAL REPORT 2016 2016 Annual Report Contents Page 2 Corporate Information 3 Report of the Directors 6 Corporate Governance Report 15 Independent Auditor’s Report 21 Consolidated Statement of Profit or Loss 22 Consolidated Statement of Comprehensive Income 23 Consolidated Statement of Financial Position 24 Consolidated Statement of Changes in Equity 25 Consolidated Cash Flow Statement 26 Notes to the Financial Statements 133 Unaudited Supplementary Financial Information 151 List of Branches OCBC WING HANG • Annual Report 2016 1 Corporate Information Board of Directors Remuneration Committee Chairman Mr OOI Sang Kuang Dr FUNG Yuk Bun Patrick JP Mr Samuel N TSIEN Mr LAU Hon Chuen Ambrose GBS, JP Executive Directors Mr NA Wu Beng (Chief Executive) Nomination Committee Mr Frank John WANG (Deputy Chief Executive) Mr OOI Sang Kuang Ms KNG Hwee Tin Mr Samuel N TSIEN Mr LAU Hon Chuen Ambrose GBS, JP Non-executive Directors Mr SOON Tit Koon Risk Management Committee Mr Samuel N TSIEN Mr TSE Hau Yin Aloysius Mr NA Wu Beng Independent Non-executive Directors Mr SOON Tit Koon Mr LAU Hon Chuen Ambrose GBS, JP Mr OOI Sang Kuang Company Secretary Mr TSE Hau Yin Aloysius Mr LEUNG Chiu Wah Alternate Director Auditors Mr FUNG Yuk Sing Michael (Alternate Director to KPMG Mr Frank John WANG) Certified Public Accountants Audit Committee Registered Office Mr TSE Hau Yin Aloysius 161 Queen’s Road Central, Hong Kong Mr SOON Tit Koon Mr LAU Hon Chuen Ambrose GBS, JP A subsidiary of Oversea-Chinese Banking Corporation Limited 2 OCBC WING HANG • Annual Report 2016 Report of the Directors The Directors of OCBC Wing Hang Bank Limited (the “Bank”) have pleasure in presenting their report together with the audited consolidated financial statements of the Bank and its subsidiaries (collectively the “Group”) for the year ended 31st December, 2016. Principal Place of Business The Bank is a licensed bank incorporated and domiciled in Hong Kong and has its registered office and principal place of business at 161 Queen’s Road Central, Hong Kong. Principal Activities The Group is engaged in commercial banking and related financial services. The analysis of the principal activities and geographical locations of operations of the Group during the year are set out in notes 16 and 31 to the financial statements. Results and Dividend The results of the Group for the year ended 31st December, 2016 and the state of affairs of the Group and the Bank as at 31st December, 2016 are set out in the financial statements on pages 21 to 132. The Directors did not recommend the payment of interim and final dividend for the year ended 31st December, 2016 (2015: Nil). Reserves Profit attributable to shareholders of HK$2,046,812,000 (2015: HK$2,027,998,000) has been transferred to reserves. Details of the movements in reserves of the Group during the year are set out in the consolidated statement of changes in equity. Major Customers The five largest customers of the Group accounted for less than 30% of the total income of the Group during the year. Tangible Fixed Assets Details of the movements in tangible fixed assets of the Group during the year are set out in note 18 to the financial statements. Share Capital During the year, the Bank issued 44,534,848 new ordinary shares at HK$125 each as the total consideration of HK$5,566,856,000 to Oversea-Chinese Banking Corporation Limited for the acquisition of the entire equity interest of OCBC Bank (China) Limited (2015: Nil). The acquisition was completed on 18th July, 2016. Details of the share capital are set out in note 27 to the financial statements. Charitable Donations During the year, the Group made donations for charitable and community purposes amounting to approximately HK$1,511,000 (2015: HK$1,903,000). OCBC WING HANG • Annual Report 2016 3 Report of the Directors Directors The Directors of the Bank during the year and up to the date of this report are as follows: Chairman Dr FUNG Yuk Bun Patrick JP Executive Directors Mr NA Wu Beng (Chief Executive) Mr Frank John WANG (Deputy Chief Executive) Ms KNG Hwee Tin (redesignated as Executive Director on 18 July 2016) Non-executive Directors Dr CHEONG Choong Kong (resigned on 1 June 2016) Mr SOON Tit Koon (appointed on 9 September 2016) Mr Samuel N TSIEN Independent Non-executive Directors Mr LAU Hon Chuen Ambrose GBS, JP Mr OOI Sang Kuang Mr TSE Hau Yin Aloysius Alternate Director Mr FUNG Yuk Sing Michael (Alternate Director to Mr Frank John WANG) The List of Directors of the Bank’s subsidiaries is published on the website of the Bank (www.ocbcwhhk.com). In accordance with the Bank’s Articles of Association and the Tenure Policy, Mr SOON Tit Koon and Mr TSE Hau Yin Aloysius will retire from office at the coming Annual General Meeting (“AGM”). These retiring Directors, being eligible, have offered themselves for re-election at the AGM. Other remaining Directors of the Bank will continue in office. No Director proposed for re-election at the forthcoming AGM has an unexpired service contract with the Bank which is not determinable by the Bank (or any of its subsidiaries) within one year without payment of compensation (other than statutory compensation). Certain directors of the Bank received remuneration from the holding company of the Bank, Oversea-Chinese Banking Corporation Limited (“OCBC”) and related corporations as directors or employees of those companies and were entitled to benefits under the OCBC Share Option Scheme 2001, OCBC Deferred Share Plan and/or OCBC Employee Share Purchase Plan (the “Share-Based Payment Schemes”) administered by OCBC. During the year, Mr NA Wu Beng, Mr Frank John WANG, Ms KNG Hwee Tin, Mr Samuel N TSIEN, and Mr FUNG Yuk Sing Michael were granted options or awards under the Share-Based Payment Schemes. Details of the Share-Based Payment Schemes are set out in note 34 of the financial statements. Apart from the above, at no time during the year was the Bank, or any of its subsidiaries a party to any arrangements to enable the Directors of the Bank to acquire benefits by means of the acquisition of shares in or debentures of the Bank or any other body corporate. 4 OCBC WING HANG • Annual Report 2016 Indemnity of Directors The Bank’s Articles of Association provide that the Directors and officers are entitled to be indemnified out of the funds of the Bank against certain liabilities incurred by them, to the extent permitted by the Companies Ordinance. Directors & Officers Liability Insurance has been arranged to indemnify the directors and officers of the Bank and its subsidiaries. Directors’ interests in transactions, arrangements or contracts No contract of significance to which the Bank, or any of its holding company, subsidiaries or fellow subsidiaries was a party, and in which a director of the Bank had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year. Purchase, Sale or Redemption of the Bank’s Securities There was no purchase, sale or redemption by the Bank or any of its subsidiaries of the Bank’s securities during the year. Retirement Schemes Particulars of the retirement schemes of the Group are set out in note 34 to the financial statements. Corporate Governance The Bank’s corporate governance practices are set out in the Corporate Governance Report. Compliance with the Banking (Disclosure) Rules The financial statements for the year ended 31st December, 2016 comply fully with the applicable disclosure provisions of the Banking (Disclosure) Rules. Auditors KPMG retire and, being eligible, offer themselves for re-appointment. A resolution for the re-appointment of KPMG as auditors of the Bank will be proposed at the coming AGM. On behalf of the Board FUNG Yuk Bun Patrick Chairman Hong Kong, 31st March, 2017 OCBC WING HANG • Annual Report 2016 5 Corporate Governance Report Corporate Governance Practices The Bank has complied with Supervisory Policy Manual CG-1 on Corporate Governance of Locally Incorporated Authorised Institutions (“CG-1”) issued by the Hong Kong Monetary Authority (“HKMA”) throughout the year ended 31st December, 2016. Board of Directors Board Composition Throughout the year, the Board maintained a balanced composition of Executive and Non-executive Directors, including Independent Non-executive Directors. As at the date of this report, the Board comprises nine members, of whom three are Executive Directors. Amongst the six Non-executive Directors (including the Chairman), three are independent. The independent element on the Board is strong to facilitate independent judgement. Members of the Board are as follows: Chairman Dr FUNG Yuk Bun Patrick JP Executive Directors Mr NA Wu Beng (Chief Executive) Mr Frank John WANG (Deputy Chief Executive) Ms KNG Hwee Tin Non-executive Directors Mr SOON Tit Koon Mr Samuel N TSIEN Independent Non-executive Directors Mr LAU Hon Chuen Ambrose GBS, JP Mr OOI Sang Kuang Mr TSE Hau Yin Aloysius Alternate Director Mr FUNG Yuk Sing Michael (Alternate Director to Mr Frank John WANG) Save for that Dr FUNG Yuk Bun Patrick and Mr FUNG Yuk Sing Michael are brothers, all other Directors have no relationship with each other. Each Director possesses skills and experiences appropriate to the business of the Group. The Bank appoints three Independent Non-executive Directors representing at least one-third of the Board in accordance with the requirements under CG-1. 6 OCBC WING HANG • Annual Report 2016 Directors’ Attendance at Board and Board Committee Meetings Attendance records of the Directors at meetings of

Load more