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Save Invest Transact Borrow Save Invest Transact Borrow Finbond Group Limited & Finbond Mutual Bank Integrated Annual Report for the year ended 28 February 2015 CONTENTS FINBOND IN FOCUS 1 History and Development 4 2 Business Philosophy 5 3 Vision and Mission & Core Values 6 4 Branch Network 7 5 Products 8 6 Service Standards 10 7 Financial Highlights and Indicators 12 8 Chairman’s Review 14 9 Chief Executive Officer’s Review 17 10 Chief Financial Officer’s Review 23 11 Group Structure 30 RISK MANAGEMENT AND CORPORATE GOVERNANCE 1 Directorate 32 2 Internal Audit 34 3 Compliance 35 4 Regulation 36 5 Risk Management Framework 37 6 Corporate Governance 47 7 King III Material Principles 51 STAKEHOLDERS 1 Economic Value Add Statement 60 2 Customers 61 3 Employees 62 4 Community and Social Responsibility 64 5 Regulators 66 6 Environment 68 7 Shareholders 69 8 Directors’ Responsibility Statement 70 FINANCIAL STATEMENTS 1 Report of the Audit Committee 72 2 Company Secretary’s Certificate 74 3 Audit Report 75 4 Directors’ Report 76 5 Remuneration Report 78 6 Statement of Financial Position 82 7 Statement of Comprehensive Income 83 8 Statement of Changes in Equity 84 9 Statement of Cash Flows 85 10 Accounting Policies 86 11 Notes to the Financial Statements 97 APPENDIX 1 Global Reporting Initiative (GRI) Index 155 2 Declaration 160 3 Corporate Information 161 PB Finbond Group Limited & Finbond Mutual Bank Integrated Annual Report 2015 Finbond Group Limited & Finbond Mutual Bank Integrated Annual Report 2015 1 SCOPE & BOUNDARY Finbond proudly presents its 2015 Integrated Annual Report, as References to the specific provisions of the Global Reporting recommended in the King Code of Governance principles for Initiative Index, which are detailed in full from page 155 of this South Africa 2009 (King III). report, are included in blue rectangular graphics at the bottom of the relevant pages in the Annual Report (commencing at the bottom The objective of the 2015 Integrated Report is to provide stake- of this page). holders with insight into the performances of the Group, to focus on the forward-strategy and the Group’s ability to create long-term The integrated reporting function is viewed, not merely as a sustainable value. summary of the performances and governance aspects of the Group, but rather as a process to provide meaningful information Finbond has an essential role to assist in the development of to its users. the society in which it operates. The combined successes of its customers and stakeholders alike, contribute to the foundation of Materiality, defined as an item that affects the Group’s ability to the commercial sustainability of the Group. remain economically viable and socially relevant, was applied in selecting the content and extent of disclosure in the Integrated This Integrated Annual Report covers all relevant aspects of the Report. activities of Finbond Group Limited, including all subsidiaries for the financial reporting period 1 March 2014 to 28 February 2015. A combined approach over the contents of the report was utilised The Integrated Report discusses the operations in South Africa, the to ensure both the appropriate application of integrated reporting only geographic region in which the Group operates. principles and the integrity of data disclosed. The annual financial statements have been prepared in accordance Financial information contained in the report was extracted from with International Financial Reporting Standards (IFRS). The the audited financial statements. External assurances obtained in audited annual financial statements include the consolidated data the current period included the audit opinion on the Group Annual incorporating the Company and all entities controlled by Finbond Financial Statements, professional valuers’ reports on the value of Group Limited as a single economic entity, Finbond Group Limited investment properties and expert analysis of the significant areas (“the Company”) and the separate financial statements for Finbond of judgement contained within the Annual Financial Statements. Mutual Bank. The responsibility to ensure the integrity and fair presentation of The audited Annual Financial Statements were approved on the material issues and integrated performances of the Group is 16 April 2015. acknowledged by management. The content was reviewed and approved by the Executive Directors and key management. The In addition to IFRS, the King Code of Governance principles for South compliance of this report to the guidelines provided by the Global Africa 2009 (King III) and the Global Reporting Initiative Index (G4), Reporting Initiative Index (G4) was reviewed by Mrs. I Wilken- Finbond also utilises the Sustainability Data Transparency Index Jonker, a Non-Executive Director who is also a member of the (SDTI) designed by IRAS, as a framework for reporting. Group’s Social and Ethics Committee. External Environment Strategy • Economic • Governance • Regulatory • Risks • Competitive • Operational structure • Technology • Social Integrated Report The following guiding principles are used to develop the content and presentation format of the Integrated Report: Resources and Performance Relationships • Environmental impact • Business model • Wealth creation for • Value to stakeholders stakeholders • Resources 2 GRI4 Reference: 6/17/18/19 Finbond Group Limited & Finbond Mutual Bank Integrated Annual Report 2015 Finbond Group Limited & Finbond Mutual Bank Integrated Annual Report 2015 3 “You are not here merely to make a living. You are here in order to enable the world to live more amply, with greater vision, with a finer spirit of hope and achievement. You are here to enrich the world, and you impoverish yourself if you forget the errand.” - Woodrow Wilson - FINBOND IN FOCUS Save Invest Transact Borrow 2 Finbond Group Limited & Finbond Mutual Bank Integrated Annual Report 2015 Finbond Group Limited & Finbond Mutual Bank Integrated Annual Report 2015 3 HISTORY AND DEVELOPMENT Dr. Willie van Aardt co-founds Thuthukani Group Limited which lists on the Johannesburg Stock Exchange during 1999. At the 1998 time of its listing Thuthukani had 70 micro lending branches and 120 debt collection branches. Dr. van Aardt resigns and sells his shares in Thuthukani to Saambou Bank which eventually proceeds to acquire the entire 2000 share capital in Thuthukani. When Saambou Bank was liquidated in 2002 the various divisions of Thuthukani were sold. All of Thuthukani’s various businesses remained profitable and in operation. Dr. Willie Van Aardt establishes Finbond as a debt consolidation, bridging finance and second bond origination company in 2003 January 2003. Finbond commences the year with 4 employees. Initially due to small origination volumes Finbond is forced to submit all its origination via other origination companies. Finbond negotiates its own direct origination contracts with ABSA and FNB together with lead originator agreements with 2004 Bondmaster for Nedbank and Standard Bank Business. In order to position itself as a significant South African mortgage originator and non-bank lender, Finbond, at the beginning of 2007, acquires IBO, Dimension Home Loans and Bondmaster. Following the acquisitions Finbond employs 110 people. Finbond lists on the AltX sector of JSE as 4th Largest Mortgage Originator in South Africa that now originates R1 billion of mortgages per month to the 4 major banks. Finbond acquires Bond Excel and increases mortgage origination volumes to R1.5 billion per month. In the fourth quarter of 2007 following the worldwide sub-prime crisis, and collapse of various large retail and investment 2007 banks in the United States and Europe the South African mortgage origination market declines rapidly as the four major banks lose their appetite for mortgages. Mortgage origination volumes decline by more than 80% in a 6 month period and Finbond makes the strategic decision to diversify its business to Micro Finance by acquiring a 50% of Blue Chip Finance No.1 (formerly part of Thuthukani) with 57 branches and 100% of Blue Chip Finance Western Cape (also formerly part of Thuthukani) with its 17 branches and a number of small micro lenders. Finbond obtains off-shore funding from the Dutch Development Finance Corporation (FMO) and Standard Chartered Bank to 2008 fund and expand its micro finance operations. Finbond expands its micro finance branch network by opening and acquiring a number of branches in the Eastern and Western Cape, Mpumalanga, Limpopo, Gauteng and North West. Finbond acquires 60 Moneyline Financial Services Micro Finance Branches from NET 1 UEPS Technologies in order to gain a micro finance footprint in KwaZulu-Natal region. Finbond agrees with the other 50% shareholders in Blue Chip Finance No 1 to evenly divide the branches in order for Finbond 2009 to now directly own and manage 100% of 28 Blue Chip No 1 branches as opposed to indirectly owning 50% of 57 branches. Finbond rebrands all micro finance branches to Finbond Micro Finance. Finbond expands its business to also offer customers Micro Insurance: Credit Life and Funeral Insurance through its own insurance cell captives. Finbond applies to the South African Reserve Bank, to establish and register a Mutual Bank in terms of the Mutual Banks Act 2010 124 of 1993 in order to provide clients with a full range of low cost banking services through its existing branch infrastructure. Facing various maturing debt obligations and an extremely difficult and hostile fundraising environment Finbond raises R40 000 000 from the South African debt capital markets thereby refinancing a portion of existing maturing debt. In addition to 2011 this Finbond raises R20 000 000 in equity from its two largest shareholders Dr. Willie van Aardt (Kings Reign) and Net 1 through a rights offer. The rights offer process is finalised in February 2012 with Dr. Willie van Aardt (Kings Reign) and Net 1 taking up 120 000 000 and 80 000 000 million Finbond shares respectively. During July 2012 Finbond receives formal consent from the Registrar of Banks in terms of section 11(1) and section 13(1) of the Mutual Banks Act, to establish and register a mutual bank, namely Finbond Mutual Bank, in the Republic of South Africa.
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