2020 Annual Report
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OCBC WING HANG BANK ANNUAL REPORT 2020 REPORT ANNUAL Registered Office: 161 Queen’s Road Central, Hong Kong Annual Report Contents Page Corporate Information 2 Report of the Directors 3 Corporate Governance Report 6 Independent Auditor’s Report 15 Consolidated Statement of Profit or Loss 18 Consolidated Statement of Comprehensive Income 19 Consolidated Statement of Financial Position 21 Consolidated Statement of Changes in Equity 22 Consolidated Cash Flow Statement 23 Notes to the Consolidated Financial Statements 24 Unaudited Supplementary Financial Information 141 List of Branches 147 Annual Report 2020 1 Corporate Information BOARD OF DIRECTORS REMUNERATION COMMITTEE Chairman Mr OOI Sang Kuang Dr FUNG Yuk Bun Patrick JP Mr Samuel N TSIEN Mr TSE Hau Yin Aloysius Executive Director Mr NA Wu Beng (Chief Executive) NOMINATION COMMITTEE Mr OOI Sang Kuang Non-executive Director Mr Samuel N TSIEN Mr Samuel N TSIEN Mr TSE Hau Yin Aloysius Independent Non-executive Directors RISK MANAGEMENT COMMITTEE Mr CHIM Wai Kin Mr CHIM Wai Kin Mr OOI Sang Kuang Mr TSE Hau Yin Aloysius Mr SOON Tit Koon Mr SOON Tit Koon Mr TSE Hau Yin Aloysius COMPANY SECRETARY AUDIT COMMITTEE Mr LEUNG Chiu Wah Mr TSE Hau Yin Aloysius Mr CHIM Wai Kin Mr SOON Tit Koon AUDITORS PricewaterhouseCoopers Certified Public Accountants REGISTERED OFFICE 161 Queen’s Road Central, Hong Kong A SUBSIDIARY OF OVERSEA-CHINESE BANKING CORPORATION LIMITED 2 Annual Report 2020 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, 2020. 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 32 to the financial statements. RESULTS AND DIVIDEND The results of the Group for the year ended 31st December, 2020 and the state of affairs of the Group and the Bank as at 31st December, 2020 are set out in the financial statements on pages 18 to 140. During the financial year ended 31st December, 2020, the Board declared an interim dividend of HK$900 million (2019: HK$1.5 billion) to the sole shareholder of the Bank. The Board recommended the payment of a final dividend of HK$200 million (2019: Nil) which shall be subject to the sole shareholder’s approval at the 2021 annual general meeting. RESERVES Profit attributable to shareholder of HK$2,877 million (2019: HK$2,483 million) 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. 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 did not issue any ordinary shares (2019: nil). Details of the share capital are set out in note 28 to the financial statements. CHARITABLE DONATIONS During the year, the Group made donations for charitable and community purposes amounting to approximately HK$0.4 million (2019: HK$1.0 million). Annual Report 2020 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 Director Mr NA Wu Beng (Chief Executive) Non-executive Director Mr Samuel N TSIEN Independent Non-executive Directors Mr CHIM Wai Kin Mr OOI Sang Kuang Mr SOON Tit Koon (redesignated on 27th April, 2020) Mr TSE Hau Yin Aloysius 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 NA Wu Beng, Mr Samuel N TSIEN, Mr OOI Sang Kuang and Mr CHIM Wai Kin will retire from office at the coming Annual General Meeting (“AGM”). These 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 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 and Mr Samuel N TSIEN were granted share awards under the Share-Based Payment Schemes for the prior performance year. Details of the Share-Based Payment Schemes are set out in note 35 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 Annual Report 2020 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 35 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, 2020 comply fully with the applicable disclosure provisions of the Banking (Disclosure) Rules. AUDITORS The financial statements of the Bank for the year have been audited by PricewaterhouseCoopers. A resolution will be submitted at the forthcoming annual general meeting of the Bank to re-appoint PricewaterhouseCoopers as independent auditor of the Bank for the year 2021. On behalf of the Board FUNG Yuk Bun Patrick Chairman Hong Kong, 19th April, 2021 Annual Report 2020 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, 2020. 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 seven members, of whom one is Executive Director. Amongst the six Non-executive Directors (including the Chairman), four 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 Director Mr NA Wu Beng (Chief Executive) Non-executive Director Mr Samuel N TSIEN Independent Non-executive Directors Mr CHIM Wai Kin Mr OOI Sang Kuang Mr SOON Tit Koon (redesignated on 27th April, 2020) Mr TSE Hau Yin Aloysius All Directors have no relationship with each other. Each Director possesses skills and experiences appropriate to the business of the Group. The Bank appointed four Independent Non-executive Directors representing more than one-third of the Board. 6 Annual Report 2020 DIRECTORS’ ATTENDANCE AT BOARD AND BOARD COMMITTEE MEETINGS Attendance records of the Directors at meetings of the Board (“BM”), Audit Committee (“ACM”), Risk Management Committee (“RMCM”), Remuneration Committee (“RCM”) and Nomination Committee (“NCM”) held in 2020 are as follows: Number of meetings attended/held in 2020 Name of Director BM ACM RMCM RCM NCM Dr FUNG Yuk Bun Patrick 4/4 N/A N/A N/A N/A Mr NA Wu Beng 4/4 N/A N/A N/A N/A Mr SOON Tit Koon 4/4 4/4 4/4 N/A N/A Mr Samuel N TSIEN 4/4 N/A N/A 1/1 2/2 Mr CHIM Wai Kin 4/4 4/4 4/4 N/A N/A Mr OOI Sang Kuang 4/4 N/A N/A 1/1 2/2 Mr TSE Hau Yin Aloysius 4/4 4/4 4/4 1/1 2/2 DIRECTORS’ CONTINUOUS TRAINING AND DEVELOPMENT Pursuant to requirements under CG-1, the Board should provide sufficient time, budget and other resources for developing and updating its members’ knowledge as necessary to enable them to perform their roles effectively.