Annual Report 2013 Soneri Bank Limited
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Soneri Bank Limited CORPORATE INFORMATION CHAIRMAN LEGAL ADVISORS MR. ALAUDDIN FEERASTA MANAN ASSOCIATES, ADVOCATES CHIEF EXECUTIVE OFFICER REGISTERED OFFICE MR. MOHAMMAD AFTAB MANZOOR RUPALI HOUSE 241-242, UPPER MALL SCHEME, DIRECTORS ANAND ROAD, LAHORE - 54000 MR. NOORUDDIN FEERASTA MR. INAM ELAHI CENTRAL OFFICE SYED ALI ZAFAR 10TH FLOOR, PNSC BUILDING, MR. MUHAMMAD RASHID ZAHIR M.T. KHAN ROAD, KARACHI MR. MANZOOR AHMED (NIT NOMINEE) MR. SHAHID ANWAR (NIT NOMINEE) REGISTRAR AND SHARE TRANSFER AGENT CHIEF FINANCIAL OFFICER THK ASSOCIATES (PRIVATE) LTD., MS. ANJUM HAI GROUND FLOOR, STATE LIFE BUILDING NO. 3, COMPANY SECRETARY DR. ZIAUDDIN AHMED ROAD MR. MUHAMMAD ALTAF BUTT KARACHI - 75530 UAN: (021) 111-000-322 AUDITORS FAX: (021) 3565 5595 KPMG TASEER HADI & CO. CHARTERED ACCOUNTANTS Page 22 Annual Report 2013 Soneri Bank Limited LIST OF SUB-COMMITTEE OF THE BOARD OF DIRECTORS AUDIT COMMITTEE OF THE BOARD 1. Mr. Nooruddin Feerasta Chairman 2. Mr. Inam Elahi Member 3. Mr. Muhammad Rashid Zahir Member 4. Mr. Shahid Anwar Member Mr. Muhammad Altaf Butt Secretary CREDIT COMMITTEE OF THE BOARD 1. Mr. Alauddin Feerasta Chairman 2. Mr. Nooruddin Feerasta Member 3. Mr. Mohammad Aftab Manzoor Member 4. Mr. Inam Elahi Member Mr. Muhammad Altaf Butt Secretary RISK MANAGEMENT COMMITTEE OF THE BOARD 1. Mr. Inam Elahi Chairman 2. Mr. Mohammad Aftab Manzoor Member 3. Mr. Shahid Anwar Member Mr. Javed Hussain Siddiqi Secretary HUMAN RESOURCE COMMITTEE OF THE BOARD 1. Mr. Manzoor Ahmed Chairman 2. Mr. Mohammad Aftab Manzoor Member 3. Mr. Inam Elahi Member 4. Mr. Shahid Anwar Member Ms. Anita Lalani Secretary Page 23 Annual Report 2013 Soneri Bank Limited LIST OF SUB-COMMITTEE OF THE BOARD OF DIRECTORS AUDIT COMMITTEE TERMS OF REFERENCE Constitution: Mr. Nooruddin Feerasta Audit Committee is mandated with the responsibilities to determine appropriateness of measures Chairman taken by the management to safeguard Bank's assets, ensure consistency of accounting policies, review financial statements and recommend appointment of the external auditors as well as Mr. Inam Elahi to have close coordination with them so as to comply with statutory and CCG requirements. Member The Committee is inter-alia also responsible to ascertain the effectiveness of the Internal Control System including financial and operational controls, ensuring adequate and effective accounting Mr. Muhammad Rashid Zahir and reporting structure and monitoring compliance with the best practices of the corporate Member governance. The other functions of the Committee include consideration of major findings of Mr. Shahid Anwar internal investigations and management's response thereto as well as ensuring that an effective Member internal audit functions is in place. CREDIT COMMITTEE TERMS OF REFERENCE Constitution: The primary functions of the Credit Committee of the Board are to ensure adherence to the lending policies, review the credit policies, systems and controlling strategies for their further Mr. Alauddin Feerasta strengthening and monitoring the loan portfolios regularly on an overall basis including a Chairman periodical review of problem loans, classified and stuck-up cases. The Committee is also required Mr. Nooruddin Feerasta to ensure that there are adequate systems, procedures and controls in the Bank for all significant Member areas related to credit, the laid down procedures / guidelines are effectively communicated Mr. Mohammad Aftab Manzoor down the line and a reasonable setup is put in place to implement the same. The Committee Member is also assigned the responsibility to review the credit related activities of the Executive Credit Committee (ECC) on a quarterly basis for threshold; fund based Rs.200.00 million & above, Mr. Inam Elahi non-fund based Rs.400.00 million & above and total exposure Rs.400.00 million & above. Member RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE Constitution: Primary responsibilities of the Board Risk Management Committee with regard to credit, market, liquidity and operational risk management aspects are to delineate Bank's overall risk tolerance, ensure the maintenance of overall exposure at prudent levels and consistent Mr. Inam Elahi with the available capital, monitor that the Bank implements sound fundamental principles Chairman and ensure appropriate plans and procedures for the management of each category of risk, stated above, are in place. It also ensures that resources allocated for risk management are adequate given the size nature and volume of the business and the managers and staff Mr. Mohammad Aftab Manzoor that take, monitor and control risk possess sufficient knowledge and expertise. The Member Committee also monitors the development of appropriate financial models and a system used to calculate each category of risk, and also ensures that the Bank has clear, comprehensive and well-documented policies and procedural guidelines relating to risk management and Mr. Shahid Anwar the relevant staff fully understands those policies. It is also reviews counter party risk limits Member for call lending, COI, reverse repos and FX (spot/forward) recommended by the Corporate & Investment Division. Page 24 Annual Report 2013 Soneri Bank Limited LIST OF SUB-COMMITTEE OF THE BOARD OF DIRECTORS HUMAN RESOURCE COMMITTEE TERMS OF REFERENCE Constitution: The Human Resource Committee is responsible for overseeing the Human Resources function of the Bank by ensuring development and implementation of HR strategies that recruit, Mr. Manzoor Ahmed retain, and inspire professional excellence in employees of the Bank. It recommends human Chairman resource management policies to the board that ensures equal opportunity, gender balance, Mr. Mohammad Aftab Manzoor and transparency. It also reviews the significant HR policies of the bank and ensures that Member they are well aligned to the market . Mr. Inam Elahi Member Mr. Shahid Anwar Member Detail of the Board of Directors and its Sub-Committees' meetings held during the year 2013 and the attendance by each director/committee member is given as under. Risk Human Board of Audit Credit Name Management Resource Directors Committee Committee Committee Committee Mr. Alauddin Feerasta 6/6 Chairman of the Board * 4/4 * * Mr. Mohammad Aftab Manzoor 6/6 * 4/4 5/5 4/4 Chief Executive Officer / President Mr. Nooruddin Feerasta **5/6 4/4 4/4 * * Mr. Inam Elahi 6/6 4/4 4/4 5/5 4/4 Mr. Muhammad Rashid Zahir 6/6 4/4 * * * Syed Ali Zafar **2/6 * * * * Mr. Manzoor Ahmed **5/6 * * * 4/4 (NIT Nominee) Mr. Shahid Anwar 6/6 4/4 * 5/5 4/4 (NIT Nominee) Total Number of meetings held 6 4 4 5 4 Note: *represents not a member of the Committee **Leave of absence was granted to those directors/members, by the Board/Committee, who could not attend some of the meetings. Page 25 Annual Report 2013 Soneri Bank Limited ORGANIZATIONAL STRUCTURE Board of Directors Chairman President Head of Internal Audit Chief Risk Officer Commercial & Operations Corporate & Investment Treasury & Capital Retail Banking Banking Markets, FI & PRI Compliance & Control Human Resources Marketing Finance Information Technology Page 26 Annual Report 2013 Soneri Bank Limited MANAGEMENT COMMITTEE 1. Management Committee 1. Mr. Mohammad Aftab Manzoor, Chairman 2. Mr. Amin A. Feerasta, 3. Mr. Abdul Aleem Qureshi 4. Mr. Shahid Abdullah 5. Mr. Mubarik Ali 6. Mr. Iqbal Zaidi 7. Mr. Bilal Asghar 8. Mr. Khawaja Mohammad Ahmed 9. Ms. Anjum Hai 10. Ms. Anita Lalani 11. Mr. Muhammad Haider Devjianie Mr. Abbas Hatim, Secretary 2. Executive Credit Committee 1. Mr. Mohammad Aftab Manzoor, Chairman 2. Mr. Amin A. Feerasta 3. Mr. Abdul Aleem Qureshi 4. Mr. Mubarik Ali, Secretary 5. Mr. Bilal Asghar 3. Assets and Liability Committee 1. Mr. Mohammad Aftab Manzoor, Chairman 2. Mr. Amin A. Feerasta 3. Mr. Abdul Aleem Qureshi 4. Mr. Shahid Abdullah, Secretary 5. Mr. Mubarik Ali 6. Ms. Anjum Hai 7. Mr. Javaed Hussain Siddiqi 8. Mr. Bilal Asghar 4. Investment Committee 1. Mr. Mohammad Aftab Manzoor, Chairman 2. Mr. Amin A. Feerasta 3. Mr. Shahid Abdullah 4. Mr. Abdul Aleem Qureshi 5. Ms. Anjum Hai 6. Mr. Bilal Asghar 7. Mr. Muhammad Imran Khan, Secretary 5. I.T. Steering Committee 1. Mr. Mohammad Aftab Manzoor, Chairman 2. Mr. Amin A. Feerasta 3. Mr. Abdul Aleem Qureshi 4. Mr. Khawaja Mohammad Ahmed 5. Ms. Anjum Hai 6. Mr. Muhammad Haider Devjianie, Secretary 6. Credit Risk Management Committee 1. Mr. Mohammad Aftab Manzoor, Chairman 2. Mr. Amin A. Feerasta 3. Mr. Mubarik Ali 4. Mr. Abdul Aleem Qureshi 5. Mr. Bilal Asghar 6. Ms. Anjum Hai 7. Mr. Javed Hussain Siddiqi, Secretary 7. Market & Liquidity Risk Management Committee 1. Mr. Mohammad Aftab Manzoor, Chairman 2. Mr. Shahid Abdullah 3. Mr. Abdul Aleem Qureshi 4. Ms. Anjum Hai 5. Mr. Amer Habib 6. Mr. Bilal Asghar 7. Mr. Javed Hussain Siddiqi, Secretary 8. Business Continuity Plan Steering Committee 1. Mr. Mohammad Aftab Manzoor, Chairman 2. Mr. Iqbal Zaidi 3. Mr. Abdul Aleem Qureshi 4. Mr. Muhammad Haider Devjianie 5. Mr. Khawaja Mohammad Ahmed 6. Ms. Anita Lalani 7. Ms. Anjum Hai 8. Mr. Shakil Ahmed Jamali 9. Col. (Retd.) Zahid Raza 10. Mr. Sohail Omar 11. Mr. Jawed Munshi 12. Mr. Muhammad Khawar Ali Shah 13. Mr. Zia Amjad Hussain 14. Mr. Mir Aamir Nawaz 15. Mr. Javed Hussain Siddiqi, Secretary Page 27 Annual Report 2013 Soneri Bank Limited INSPIRING GROWTH AS OF 31 DECEMBER 2013 2013 2012 Growth Gross Advances Rs. In Million 104,318 83,254 25.30% Deposits " 140,580 120,591 16.58% Net Assets " 13,283 12,332 7.71% Profit after Tax " 1,037 1,104 -6.07% Interest Income " 4,850 4,844 0.12% Non-markup Income " 2,380 1,857 28.16% Earnings per Share Rs. 0.94 1.00 -6.00% Total Revenue Rs. In Million 7,230 6,701 7.89% Return on Equity % 8.70% 10.24% -15.04% Return on Capital Employed % 11.60% 14.32% -18.99% Trade Business Rs. In Million 293,347 253,514 15.71% Number of Accounts (In '000) 501 445 12.58% Statement of Financial Position Variance During the FY 13 (Rs.