Standard Chartered He/9 for Good
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Standard Chartered He/9 for good Driving investment, trade and the aeation ofwealth across Asia, Africa and 1ha Middle East Standard Chartered Bank (Pakistan) Ltd. Points of interest • Standard Chartered is proud to be operating in Pakistan as the largest and oldest international bank since 1863, • 2013 marks Standard Chartered's 15oth year of presence in the country. • The Bank's franchise in Pakistan has the second largest distribution network in the Standard Chartered Group. • The largest international Bank in Pakistan with 116 branches in 22 cities and a workforce of over 4500 employees. • Standard Chartered Pakistan is the first international bank to get an Islamic Banking license and to open the first Islamic Banking branch in Pakistan. Strong recognition by stakeholders The Asset Triple A Awards for 2013 Best Bank in Pakistan (for the third consecutive year) Best Debt House in Pakistan Best Structured Trade Finance Provider in Pakistan The Banker (affiliate of Financial limes) Award for 2013 Islamic Bank of the Year Global Finance Awards 2013 Best Consumer Internet Bank in 11 markets, Pakistan won for the third year in a row. CFA Pakistan Excellence Awards 2013 Best Corporate Finance House of the Year 2012- Fixed Income Finance Asia Country Awards 2012 Best Foreign Commercial Bank in Pakistan (for the second consecutive year) Global Finance Awards 2012 Best Foreign Exchange Provider in Pakistan (for the third consecutive year) What we stand for Our Ambition The world's best international bank Our Strategy We bank the people and companies driving investment, trade and the creation of wealth across Asia, Africa and the Middle East Our Bn~nd Promlee Here for good Relationships Investment Trade Wealth Relevant Scala Build tnJsted relationship Play a leading role in Become the undisputed Be recognised as a Establish sumcienl scale, with the people, companies faciliting Investment and leader in commercial leader in growing balance sheet and and lnSIItutlons shaping deepening f11ancial payments and financing and protecting OIW franchise strength to be our markets' future markets for and in Asia, Africa and clients' wealth relevant and influential the Middle East In our key markets - ~ Courageous Responsive International Creative Trustworthy We take measured I We deliver relevant, We value diversity We innovate and We are reliable, risks and stand up timely solutions for and colaborale adapt, continuously open and honest tor what is right clients and customers across the network Improving the way we work I ~ Colleagues Society Investors Regulators A great place to work, A force for good, promoting A distinctive investment. A responsible partner enabling individuals to sustainable economic delivering consistently with exemplary governance grow and teams to win and social development superior performance and ethics via dl~llnd growth Standard Chartered Bank {Pakistan) Umlted- Board of Directors Left to right: Najam I Chaudhri, Ray Duggins, Mohsin A Nathani {Chief Executive), Chrlstos Papadopoulos (Chairman), Spenta Kandawalla, Parvez Ghlas •As of 31st December 2013 Executive Committee members, Standard Chartered Bank (Pakistan) Limited with Sir John Peace, Chairman Standard Chartered PLC. *As of 31st December2013 01 Company Information Board of Directors Registered Office Mr. Christos Papadopoulos Chairman Standard Chartered Bank (Pakistan) Limited Mr. Khalid Elgibaly Chief Executive Officer P.O. Box No. 5556, I.I. Chundrigar Road Mr. Andrew Bainbridge Karachi-74000, Pakistan Mr. Raheel Ahmed Tel: (021) 32450000 Mr. Najam I. Chaudhri Fax: (021) 32414914 Mr. Parvez Ghias Mrs. Spenta Kandawalla Main Office Company Secretary Standard Chartered Bank (Pakistan) Limited P.O. Box No. 5556, I.I. Chundrigar Road Mr. Asif Iqbal Alam Karachi-74000, Pakistan Tel: (021) 32450000 Audit Committee Fax: (021) 32414914 Mr. Najam I. Chaudhri Chairman Website Mr. Parvez Ghias Member Mr. Andrew Bainbridge Member www.sc.com/pk Human Resource & Remuneration Registrar and Share Transfer Office Committee M/s Central Depository Company of Pakistan Limited Mr. Christos Papadopoulos Chairman (Share Registrar Department) Mr. Khalid Elgibaly Member CDC House, 99-B, Block-B Mr. Parvez Ghias Member SMCHS, Main Shahra-e-Faisal Karachi - 74400 Auditors Toll Free:0800 - CDCPL (23275) Fax: (021) 34326053 M/s KPMG Taseer Hadi & Co Email: [email protected] Chartered Accountants Legal Advisors Haidermota & Co Barristers at Law & Corporate Counselors 02 Standard Chartered Annual Report 2013 Table of Contents Page Notice of Annual General Meeting 03 Directors Report 05 Managements Statements on Internal Controls and Risk Management Framework 08 Report of Shariah Advisor 12 Auditors Review Report on Statement of Compliance with the Code of Corporate Governance 14 Statement of Compliance with the Code of Corporate Governance 15 Auditors Report to the Members 19 Un-Consolidated Financial Statements 20 Auditors Report to the Members on Consolidated Financial Statements 95 Consolidated Financial Statements 96 Pattern of Shareholding 168 Form of Proxy 03 STANDARD CHARTERED BANK (PAKISTAN) LIMITED NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Eighth Annual General Meeting of the shareholders of Standard Chartered Bank (Pakistan) Limited ("Bank") will be held on Friday, March 28, 2014 at 4:00 PM at the ICAP House, Institute of Chartered Accountants of Pakistan, Block 8, Clifton, Karachi, to transact the following business: A. ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Accounts (consolidated and un-consolidated) of the Bank and its subsidiaries for the year ended December 31, 2013 along with the Directors' and Auditors' Reports thereon. 2. To consider the appointment of external auditors namely M/s KPMG Taseer Hadi & Co., Chartered Accountants, for the year 2014 and to authorize the Chief Executive Officer and Chief Financial Officer to fix their remuneration. M/s KPMG Taseer Hadi & Co., Chartered Accountants, being eligible, have offered themselves for re-appointment. 3. To consider and approve final cash dividend @14% (i.e. Rs. 1.40 per share) as recommend by the Board of Directors in addition to interim dividend of 10% already paid for the year 2013. B. SPECIAL BUSINESS 4. To approve the remuneration paid to the Independent Non Executive Directors of the Bank for the year ended December 31, 2013 in accordance with the Articles of Association of the Bank and in that connection to pass the following resolution, as ordinary resolution, with or without modification, addition or deletion: "RESOLVED THAT the decision of the Board of Directors of Standard Chartered Bank (Pakistan) Limited to pay a fee of Rs. 3,630,000 during the year ended December 31, 2013 to the independent non-executive members of the Board, in terms of their discretion under the Articles of Association of the Bank, be and is hereby confirmed and approved by the shareholders." A statement of material facts under section 160 (1) (b) of the Companies Ordinance, 1984 relating to the aforesaid special business to be transacted in the said Annual General Meeting is appended below. C. OTHER BUSINESS 5. To transact any other business as may be placed before the meeting with the permission of the Chair. By Order of the Board Asif Iqbal Alam Company Secretary Karachi: March 5, 2014 04 Standard Chartered Annual Report 2013 NOTICE OF ANNUAL GENERAL MEETING Notes: 1. The Share Transfer Books of the Bank will remain closed from March 21, 2014 to March 28, 2014 (both days inclusive). Transfer received at the Share Registrar by the close of business on March 20, 2014 will be treated in time. 2. Only those persons whose names appear in the Register of Members of the Bank as at March 20, 2014 are entitled to attend and participate in and vote at the Annual General Meeting. 3. A member entitled to attend and vote at the above meeting is entitled to appoint another member as his/ her proxy to attend and vote instead of him/ her. Proxies, in order to be valid, must be received by the Bank at its registered office marked for the attention of the office of the Company Secretary, not less than 48 hours before the time for holding the meeting and must be duly stamped, signed and witnessed. A member shall not be entitled to appoint more than one proxy. 4. Members are requested to notify change in their address, if any, to the Bank's Share Registrars, M/s. Central Depository Company of Pakistan Limited (Share Registrar Department), CDC House, 99-B, Block B, SMCHS, Main Shahra-e- Faisal, Karachi - 74400. Toll Free: 0800-CDCPL (23275), Fax: (021) 34326053, Email: [email protected]. 5. A. For Attending the Meeting: i)In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate his identity by showing his original Computerized National Identity Card (CNIC) or original passport at the time of attending the Meeting. ii)In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee shall be produced at the time of the Meeting. B. For Appointing Proxies: i)In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the proxy form as per the above requirement. ii)The proxy form shall be witnessed by twowhose persons names, addresses and CNIC numbers shall be mentioned on the form. iii)Attested copies of CNIC or the passport of the beneficialowners and the proxy shall be furnished with the proxy form. iv)The proxy shall produce his original CNIC or original passport at the time of the Meeting. v)In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature shall be submitted along with proxy form to the Bank. 6. Members may inspect the minutes of the Annual General Meeting held on March 28, 2013, in terms of Section 173 of the Companies Ordinance, 1984, at the Banks registered address.