UT Bank Limited 2012 .Xlsx
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UT Bank Limited Report and financial statement 2012 Contents Page Directors, officials and registered office 2 Corporate governance information 3 - 4 Directors report 5 Statement of directors' responsibilities 6 Independent auditors' report 7- 8 Statement of comprehensive income 9 Statement of financial position 10 Statement of changes in equity 11 Statement of cash flows 12 Notes to the financial statements 13 - 52 1 UT Bank Limited Directors, officials and registered office Directors: Joseph Nsonamoah - Chairman Prince Kofi Amoabeng - Chief Executive Officer Pearl Esua-Mensah - Executive Director Linda Osei Akoto - Non Executive Director Martyn Mensah - Non Executive Director Charles Aidoo - Non Executive Director Secretary: Mary Kessie Registered office: 25B Manet Towers P. O. Box 14776 Accra Solicitors: Rosemary Sahnoon Gwendy Bannerman Auditors: Deloitte & Touche Chartered Accountants 4 Liberation Road P.O. Box GP 453 Accra Tax Consultants: BakerTilly Andah & Andah C 645/3 4 Crescent Asylum Down P. O Box AN 5845 Accra, Ghana Bankers: Bank of Ghana Ghana International Bank PLC BHF-Bank Aktiengesellschaft Standard Chartered Bank 2 UT Bank Limited Corporate governance statement Introduction UT Bank Limited (the Bank) operates in a highly regulated industry and therefore recognizes the importance of complying with legislation, regulation and codes of best practice. The Bank is committed to business integrity and professionalism in all its activities. As part of this commitment the Board supports the highest standards of corporate governance and the development of best practice. UT Bank Limited has adopted its own internal corporate governance guidelines, which is embodied in the Bank's governance practices. These practices are constantly being monitored to ensure that they are the best fit for the Bank and serve to enhance business and community objectives. The Board of Directors The Board effectively sets the strategic direction for leading and controlling the Bank and monitoring the activities of the Executive Management. The Board also represents and promotes the interests of stakeholders with a view to maintaining and adding long-term value to UT Bank and its shareholders wealth. The Directors continue to receive training in order to keep abreast with currents issues. In addition to Corporate Governance, the Board of Directors have also attended training on Information Security Systems and Anti-Money Laundering (AML). The Board consists of a Non-Executive Chairman, three (3) Non-Executive Directors of whom one is an Independent Director and two (2) Executive Directors. The Non- Executive Directors are independent of Management and free from any business or other relationships with the Bank which could materially interfere with the exercise of their independent judgment. The Chief Executive Officer is a separate individual from the Chairman and implements the management strategies and policies adopted by the Board. The Board meets at least once every quarter i.e. 4 times a year. The Board met six (6) times in the year 2012. The Board has delegated various aspects of its work to the following committees: The Audit, Risk and Compliance Committee The Audit Committee was reconstituted and renamed the Audit, Risk and Compliance Committee comprising three Non-Executive members; Mr. Charles Aidoo (Chairman), Mr. Martyn Mensah and Mrs. Linda Osei Akoto, an Independent Non-Executive Director. The Heads of Internal Audit, Risk Management and Compliance are ordinarily in attendance at the meetings. The Committee is responsible for authorizing, directing and reviewing the programme of the Internal Audit Unit, reviewing the Bank's compliance with financial and risk management control systems as well as reviewing the current statutory and audit reports. It also reviews significant financial and other risk exposures and the steps management takes to monitor, control, and report such exposures. The Committee met five (5) times in 2012. The Credit and Finance Committee The Finance and Credit Committee comprises two (2) Non-Executive Members and two (2) Executive Members. The Committee is chaired by Mr. Joseph Nsonamoah; the other members are Mr. Prince Kofi Amoabeng, Mrs. Pearl Esua-Mensah and Mr. Charles Aidoo. The Finance and Credit Committee is responsible for determining the broad Lending Policy, Loan Performance Monitoring and Recovery for the Bank. It is also responsible for reviewing and advising on the financial operations, budgets and liquidity of the Bank. The Committee's main terms of reference include: i Setting the Bank's credit governance structure to ensure that there is a clearly defined mandate and delegated authorities within the structure. ii Reviewing the Bank's credit portfolio, including trends and provisions and ensuring alignment with the Bank's credit strategy and risk appetite. iii Noting and /or approving large exposures as required by the regulatory authorities. The Governance and Strategy Committee The Governance and Strategy Committee comprised of two (2) Non-Executive Directors and one (1) Executive Director namely Mr. Joseph Nsonamoah, Mr. Martyn Mensah, and Mr. Prince Amoabeng. The duties of the Committee are to review the composition of the Board annually and make recommendations where considered necessary to ensure that the Board comprises a majority of Non-Executive Directors with an appropriate mix of skills and experience. It is also responsible for recommending strategies for the Bank and for ensuring that the Bank upholds good corporate governance principles in all its operations. 3 UT Bank Limited Corporate governance statement - continued The HR, Performance and Remuneration Committee The HR, Performance and Remuneration Committee is made up of three (3) Non-Executive Directors namely Mr. Joseph Nsonamoah, Mr. Martyn Mensah, Mrs. Linda Osei- Akoto. The Committee is responsible for reviewing all HR Policies to ensure that employees are treated fairly and work in very conducive environments. High standards of health and safety are upheld and promoted at the work place. It is also responsible for setting performance indicators for the Bank and determining the framework for remuneration of the Bank's Chairman and Executive Directors. The HR, Performance and Remuneration Committee also reviews and approves the remuneration packages, incentive plans and staff bonuses for the Bank. Systems of Internal Control UT Bank has a well established internal control system for identifying, managing and monitoring risks. These are designed to provide reasonable assurance that the risks facing the Bank are being controlled. The Internal Audit function of the Bank plays a role in providing objective views and continuing assessment of the effectiveness of the internal control systems in the business. The systems of internal controls are implemented and monitored by appropriately trained personnel and their duties and reporting lines are clearly defined. Risk Management Framework The Bank has a very active and efficient Risk Management and Compliance Department. This is because taking on various types of risk is integral to the banking business. Of the various types of risks the Bank is exposed to, the most important are credit risk, market risk (which includes liquidity and price risk), and operational risk. The identification, measurement, monitoring and controlling of risks remain a key focus area for the Bank. The policies approved by the Board form the governing framework for each type of risk. The Risk Management and Compliance function ensures that business activities are undertaken within this policy framework. Business Continuity Plan The Bank has Business Continuity and Disaster Recovery plans for its Head Office and branches that will enable it to respond to any unplanned and significant interruption in its essential business functions. It provides guidelines to fully recover operations and ensure that coordinated processes of restoring systems data and infrastructure are met until normal operations are resumed. The plan is tested regularly to assess the readiness of the Bank to respond to unplanned interruptions to its operations. Code of Business Ethics Management has communicated the principles of the Bank's Code of Conduct to its employees in the discharge of their duties. This code spells out the professionalism and integrity required for the Bank's operations which covers compliance with applicable laws, conflicts of interest, environmental issues, reliability of financial reporting and strict adherence to laid down principles in line with best practice. Anti- Money Laundering The Bank also has a well established Anti-Money Laundering Compliance Program in place. This is in compliance with the requirements of Ghana's Anti-Money Laundering Act, 2008(Act 749) and the Bank of Ghana's Guidelines on Anti-Money Laundering. These include Customer Due Diligence Procedures, record keeping and training of staff which would assist in reducing regulatory and reputational risk to its business. Members of staff are trained periodically on anti- money laundering policies. 4 UT Bank Limited Directors' report The Directors have the pleasure in submitting to the members of the Bank, their report together with the financial statement for the year ending 31 December 2012. Principal activities The Bank is licensed to carry out universal banking business in Ghana. There was no change in the nature of the Bank's business during the year under review. Results for the year end Dec. 2012 The financial results of the bank