Rationale of the Cover Prime Bank has journeyed far and long on the eventful paths in the last two decades. It has achieved much and has a firm resolution to achieve more in the future. Therefore, it stands TALL & STRONG, ensures consistency in performance and portrays firm current position along with readiness to march forward with strong COMMITMENT & DETERMINATION. ANNUA L REPOR T 2014 Table of contents 01 04 About Prime Bank Stakeholders’ Information Letter of Transmittal 03 Stakeholders’ Information 258 Notice of the 20th Annual General Meeting 04 (a) Distribution of Shareholdings in 2014 258 Standard Disclosure Index 05 (b) Shares held by Directors in 2014 258 Corporate Governance Disclosure Checklist 08 (c) Redressal of Investors Complaint 259 Vision 10 Financial Highlights-Group & PBL 260 Mission 11 Financial Highlights - PBL 261 Corporate Philosophy 12 Graphical Presentation - PBL 262 Strategic Priority 13 Stock Performance - Market Price Information 264 Ethics, Integrity and Trust 14 Segment Analysis 265 Green Banking 14 Horizontal/Vertical Analysis-Key Financial Data Statement Regarding Forward Looking Approach 15 & Key Ratios - PBL 266 Corporate Profile 16 Statement of Value Added and its Distribution 268 Milestones 18 Economic Value Added Statement 269 Board of Director’s Profile 20 Economic Impact Report 269 Maintaining Capital Adequacy 270 Maintaining Liquidity 271 Payment of Dividends 272 Disclosure for Non Performing Assets 273 Financial Calendar 2014 274 02 Glimpses of 19th AGM 275 Corporate Governance Composition of Board and Committees 29 From the office of the Chairman 30 Managing Director & CEO’s Roundup 34 05 Director’s Report 38 Report on the Activities of the Audit Committee 47 Financial Statements Report of Prime Bank Shari’ah Supervisory Committee 49 Independent Auditor’s Report to the Shareholders 278 CEO/CFO’s Declaration to the Board 50 Consolidated Balance Sheet 280 Corporate Governance Report 52 Consolidated Profit and Loss Account 282 Green Banking Report 80 Consolidated Cash Flow Statement 284 Corporate Management 86 Consolidated Statement of Changes in Equity 286 Corporate Organogram 99 Group Corporate Structure 100 Balance Sheet of PBL 287 Management Discussion & Analysis 101 Profit and Loss Account 289 Report on Risk Management by Chief Risk Officer 138 Cash Flow Statement 291 Risk Management Report 140 Statement of Changed in Equity 293 Market Discipline Disclosure on Risk Based Capital (Basel-II) 154 Notes to the Financial Statements 294 Financial Statements - OBU 391 Financial Statements - PBIL 401 Financial Statements - PBSL 407 Financial Statements - PECL, Singapore 413 Financial Statements - PBL Exchange (UK) Ltd. 419 03 Financial Statements - PBL Finance (Hong Kong) Ltd. 425 Other Information Some PBL Activities during 2014 430 Gallery of Some Significant Events in 2014 432 Awards and Recognition 175 Media Highlights 180 Branch Network 433 Products and Services 182 Glossary 439 Sustainability Report 2014 - GRI G4 187 Prime Bank Foundation (Corporate Social Responsibility) 223 2 Letter of Transmittal All Shareholders, Bangladesh Bank, Bangladesh Securities and Exchange Commission, Registrar of Joint Stock Companies & Firms, Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited Dear Sir(s), Annual Report of Prime Bank Limited for the year ended December 31, 2014 Enclosed please find a copy of the Annual Report of Prime Bank Limited along with the Audited Financial Statements at the position of December 31, 2014. The Report includes Income Statements, Cash Flow Statements along with notes thereon of Prime Bank Limited, its Subsidiaries namely Prime Exchange Co. Pte. Limited, Singapore, PBL Exchange (UK) Limited, PBL Finance (Hong Kong) Limited, Prime Bank Investment Limited and Prime Bank Securities Limited. This is for your kind information and record please. Best regards. Yours sincerely, Mohammed Ehsan Habib Company Secretary 3 ANNUA L REPOR T 2014 Notice of the Twentieth Annual General Meeting Notice is hereby given to all Members of Prime Bank Limited that the 20th Annual General Meeting of the Company will be held on Monday, 30 March 2015 at 11:00 a.m. in the KIB Complex, Krishi Khamar Sarak, Farmgate, Dhaka-1215 to transact the following business: AGENDA 1. To receive, consider and adopt the Directors’ Report and Audited Financial Statements of the Bank for the year ended 31st December 2014 together with the Auditors’ Report thereon. 2. To declare dividend for the year ended 31st December 2014 as recommended by the Board of Directors. 3. To elect/re-elect Directors. 4. To appoint Auditors for the term until the next Annual General Meeting and fixing their remuneration. By order of the Board of Directors February 26, 2015 Mohammed Ehsan Habib Company Secretary Notes: a. The ‘Record Date’ shall be Tuesday, March 10, 2015. Shareholders whose names appear in the Members Register of the Company and/or in the Depository on the Record Date will be eligible to attend the meeting and qualify for dividend. b. The Board of Directors has recommended @ 15% Cash Dividend for the year 2014. c. A Member eligible to attend and vote at the Annual General Meeting may appoint a proxy to attend and vote on his/her behalf. Duly stamped Proxy Form must be submitted to Share Department of the Company at least 72 hours before the scheduled Meeting starting at 11.00 a.m. Proxy Form will be available with the Annual Report, Bank’s website and at the Share Department of the Bank. d. Shareholders and proxies are requested to record their entry in the Annual General Meeting well in time. e. Directors’ Report and Audited Financial Statements of the Bank for the year ended 31st December 2014 together with the Auditors’ Report thereon shall be available on bank’s website from 16th March 2015 onward. f. Hon’ble Members are requested to update the particulars of their Bank Account, change of address and BO Accounts with 12 Digits Taxpayer’s Identification Number (e-TIN) through Depository Participants (DP) before the “Record Date”. If the Members fail to update their e-TIN before the “Record Date” Income Tax at source will be deducted from payable Dividend @15% (fifteen percent) instead of @10% (ten percent) as per amended Income Tax Ordinance 1984 under Section 54. N.B: No gift or benefit in cash or kind shall be paid/offered to the Shareholders in the 20th AGM as per BSEC Directive No. SEC/CMRRCD/2009-193/154 dated 24.10.2013. 4 Standard Disclosure Index PARTICULARS PAGE NO. Corporate Objectives, Values & Structure Vision and Mission 10,11 Overall strategic objectives 13 Core values and code of conduct/ethical principles 14 Profile of the Company 16-17 Director’s profiles and their representation on Board of other companies & Organization Chart 20-27, 99-100, 368-370 Management Report/ Commentary and analysis including Director’s Report/Chairman’s Review/CEO’s Review etc. A general review of the performance of the company 30-37, 101-139 Description of the performance of the various activities / products / segments of the company 34-46, 80-85, 101-139, 258- and its group companies during the period under review. (Weightage to be given for pictorial / 273 graphical / tabular presentations used for this purpose) A brief summary of the Business and other Risks facing the organization and steps taken to 138-173 effectively manage such risks A general review of the future prospects/outlook. 32-33, 36-37 Information on how the company contributed to its responsibilities towards the staff (including 37, 41, 128-131, 208-211 (GRI) health & safety) Information on company's contribution to the national exchequer & to the economy 268-269 Sustainability Reporting Social Responsibility Initiatives (CSR) 32, 37, 224-256 Environment related Initiatives 37, 80-85, 197-207 (GRI) Environmental & Social Obligations 187-222 (GRI) Integrated Reporting 187-222 (GRI) Appropriateness of Disclosure of Accounting policies and General Disclosure Disclosure of adequate and properly worded accounting policies relevant to assets, liabilities, 44-45, 294-314 Income and expenditure in line with best reporting standards. Any Specific accounting policies 295 Impairment of Assets 299 Changes in accounting policies/Changes in accounting estimates 295 Segment Information Comprehensive segment related information bifurcating Segment revenue, segment results and segment capital employed 101-118, 265, 387 Availability of information regarding different segments and units of the entity as well as non- segmental entities/units Segment analysis of - Segment Revenue - Segment Results - Turnover 101-118, 265, 387 - Operating profit - Carrying amount of Net Segment assets Financial Statements (Including Formats) Disclosures of all contingencies and commitments 281, 288, 345-347 Comprehensive related party disclosures 360-361 Disclosures of Remuneration & Facilities provided to Directors & CEO 44, 66, 69-71, 353-354 5 ANNUA L REPOR T 2014 PARTICULARS PAGE NO. Statement of Financial Position / Balance Sheet and relevant schedules Income Statement / Profit and Loss Account and relevant schedules Statement of Changes in Equity / Reserves & Surplus Schedule Disclosure of Types of Share Capital 278-429 Statement of Cash Flow Consolidated Financial Statement (CFS) Extent of compliance with the core IAS/IFRS or equivalent National Standards Disclosures / Contents of Notes to Accounts Information about Corporate Governance Board Of Directors, Chairman And CEO 20-27, 52-68 Audit Committee (Composition, role, meetings, attendance, etc) Internal Control