ANNUAL REPORT 2017 Your success is the “measure of our success. ” ” Mr. John Awuah (Chief Executive Ocer, UMB) It’s been 45 years of growth and excellence For decades UMB has been the nancial bedrock of the corporate and private sector, supporting businesses, training banking professionals and enabling dreams. Our 45th anniversary isn’t just a celebration of our past achievements, but also the beginning of greater things to come. Website: www.myumbbank.com MTN: 0800-100880 Airtel & Vodafone: 0800-10088 Other Lines: 0302-633988 Table of Contents Notice of Annual General Meeting 4 Financial Highlights 5 Corporate Information 6 Corporate Profile 7 Report from Directors 8-9 Corporate Governance 10-12 Board of Directors 14-20 Management 22-25 Report from the Chairman 26-28 Report from the Chief Executive Officer 30-32 Statement by the Chief Operating Officer 34 Statement by the Chief Finance Officer 35 Year in Review 37-42 Independent Auditor’s Report 44-46 Financial Statements 48-53 Notes to the Financial Statements 54-106 UNIVERSAL MERCHANT BANK | 2017 Annual Report 3 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that, the 44th Annual General Meeting of Universal Merchant Bank Limited will be held in the Stafford Conference Room of the Kempinski Hotel, Gold Coast City Accra, on, Wednesday 25th July, 2018 at 12.30 p.m. to transact the following businesses: Agenda: Ordinary Business 1. Receive the Chairman’s Statement. 2. Receive and consider the reports of the Directors and Auditors, and the Financial Statements of the Company for the year ended 31st December, 2017. 3. Confirmation/election of Directors in place of those retiring. 4. Confirmation/election of continuing Directors. 5. Declaration of dividend. 6. Approval of Directors remuneration. 7. Authorisation of Directors to determine/fix the fees of the auditors for the 2018 audit. Special Business 8. Adoption of new Regulations for the Bank by consolidating in one document, amendments as detailed in the special resolution proposed to be passed. Dated at Accra this 8th day of February, 2018. By Order of the Board, Signed BRENDA SEMEVO AFARI (MRS.) COMPANY SECRETARY Notes: 1. A Member entitled to attend and vote at the Annual General Meeting may appoint a Proxy to attend and vote on its' behalf. Such a Proxy need not be a Member of the Bank. 2. A copy of the instrument appointing a Proxy may be deposited at the registered office of the Bank, located at SSNIT Emporium, Airport City, Liberation Road, Accra, at any time prior to the commencement of the meeting in accordance with Regulation 55(3) of the Regulations of the Bank. 4 UNIVERSAL MERCHANT BANK | 2017 Annual Report Financial Highlights 2017 2016 GH¢ ‘000 GH¢ ‘000 At 31 December Total assets 2,985,505 2,789,941 Loans and advances to customers 730,961 752,906 Deposits from customers 1,948,855 1,406,009 Shareholders' fund 212,318 164,627 For the year ended 31 December Profit before tax 68,656 27,387 Profit after tax 47,639 20,444 Dividend per share (Ghana pesewas): Earnings per share (Ghana pesewas): - Basic 8 3 Diluted 8 3 Return on equity (%) 0.224 0.124 Return on assets (%) 0.0160 0.0073 At 31 December Number of staff 516 466 Number of branches 35 32 Number of ATMs 66 55 All amounts disclosed are those of the Bank UNIVERSAL MERCHANT BANK | 2017 Annual Report 5 Corporate Information DIRECTORS Mr. Ras Boateng Board Chairman (appointed 31/12/2017.) Mr. John Awuah Chief Executive Officer Mr. Menson Torkornoo Non Executive Director Mr. Mawuli Hedo Non Executive Director Mr. William Ofei Quartey Non Executive Director (resigned 31/05/2017) Dr. Alhassan Iddrisu Non Executive Director (resigned 31/05/2017) Mr. Joseph Tackie Non Executive Director Mr. Ken Tshribi Non Executive Director Dr. William Mensah Non Executive Director (appointed 01/06/2017) Dr. Kwame Ampofo Kusi Non Executive Director (appointed 01/06/2017) Mrs. Elizabeth Zormelo Non Executive Director (immediate past Board Chairperson, resigned 31/12/2017) Mr. Kwame Adjei-Adjivonh Executive Mr. Benjamin Amenumey Executive SECRETARY Mrs. Brenda Semevo Afari SSNIT Emporium Liberation Road, Airport City P.O.Box GP 401 Accra AUDITOR KPMG Chartered Accountants 13 Yiyiwa Drive, Abelenkpe P.O. Box GP 242 Accra REGISTERED OFFICE SSNIT Emporium Liberation Road, Airport City P.O.Box GP 401 Accra 6 UNIVERSAL MERCHANT BANK | 2017 Annual Report Corporate Profile Corporate Headquarters: SSNIT Emporium Building, Liberation Road, Airport City, Accra-Ghana Postal Address: P. O. Box GP 401, Accra, Ghana Tel: 0302 666 331 Toll-Free Lines: MTN 0800 -100880; Airtel and Vodafone 0800 -10088; Other Lines 0302633988 Email: [email protected] Website: www.myumbbank.com Facebook: www.facebook.com/myumbbank Twitter: www.twitter.com/myumbbank LinkedIn: www.linkedin.com/company/universal-merchant-bank Universal Merchant Bank (UMB) is a full-service financial institution specializing in customized banking products and services. Opened on March 15, 1972, UMB is a leading Ghanaian indigenous bank with considerable financial expertise. Through our Corporate, Business, Private, Personal and Internet Banking departments we are able to adequately address the financial needs of various segments of the market. Furthermore, our Trade, Treasury and Credit departments complement our broad range of financial services with their unique and innovative banking products. Additionally, with 36 branches across Ghana, 3 UMB Centre for Businesses in Madina, Kumasi and Accra and a vast ATM network, UMB makes banking easy and accessible. Mission To lead, create and professionally provide a wide range of innovative and superior banking services that guarantee returns exceeding stakeholders’ expectations. Vision UMB aspires to be positioned as a leading Ghanaian Bank and a leader in innovative banking solutions by 2020. Core Values Speed Passion Excellence Ethics Diligence Board of Directors Board Chairman, Mr. Ras Boateng (appointed 31/12/2017) Mr. John Awuah Mr. Benjamin Amenumey Mr. Kwame Adjei-Adjivonh Mr. Mawuli Hedo Dr. Kwame Ampofo Kusi (appointed 1/06/2017) Dr. William Mensah (appointed 1/06/2017) Mr. Joseph Tackie Mr. Menson Torkornoo Mr. Ken Tshribi Company Secretary, Mrs. Brenda Semevo Afari Mrs. Elizabeth Zormelo (immediate past Board Chairperson, resigned 31/12/2017) Mr. William Ofei-Quartey (resigned 31/05/2017) Dr. Alhassan Iddrisu (resigned 31/05/2017) UNIVERSAL MERCHANT BANK | 2017 Annual Report 7 Report of the Directors The Directors present their report and the financial statements Parent Company of Universal Merchant Bank (“the Bank”) for the year ended 31 December 2017. The Bank is a subsidiary of Fortiz Private Equity Fund limited, a company incorporated in Ghana. Directors’ Responsibility Statement Subsidiaries and Associates The Directors are responsible for the preparation of financial statements that give a true and fair view of Universal Merchant Merban Properties Limited is wholly owned by the Bank and Bank Limited, comprising the statement of financial position at 31 remained its subsidiary at the reporting date. This company has, December 2017, and the statements of comprehensive income, however, been dormant for a number of years. changes in equity and cash flows for the year then ended, and the notes to the financial statements which include a summary The Bank has 25% interest in the following Companies which of significant accounting policies and other explanatory notes, made them its associates at the reporting date in accordance with International Financial Reporting Standards and in the manner required by the Companies Act, 1963 (Act 179) and the Banks and Specialised Deposit Taking Institutions Act, • UMB Investment Holdings Limited (UMBIHL) 2016 (Act 930). In addition, the Directors are responsible for the • UMB Stockbrokers Limited (UMBSL) preparation of the Directors’ report. • Strategic Debt Solutions Limited (SDSL) originally Merban Asset Recovery Trust (MART) The Directors are also responsible for such internal controls as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and for maintaining adequate Directors’ Interest accounting records and an effective system of risk management. None of the Directors had any interest in the shares of the Bank at the reporting date. The Directors have made an assessment of the ability of the None of the Directors had a material interest in any contract of company to continue as a going concern and have no reason to significance except a contract of service in the normal course of believe that the business will not be a going concern in the year business with Executive Directors. ahead. The Auditor is responsible for reporting on whether the financial Auditors statements give a true and fair view in accordance with the The Directors recommend that KPMG continue in office, in applicable financial reporting framework and relevant laws. accordance with Section 134(5) of the Companies Act, 1963 (Act 179). This recommendation is subject to the approval of the shareholders at the next annual general meeting. Principal Activities The Bank has a universal license which entitles it to undertake the business of banking. There was no change in the nature of the Bank’s business during the year. 8 UNIVERSAL MERCHANT BANK | 2017 Annual Report Financial Results The Bank’s results for the year are summarised as follows: 2017 2016 GH¢ ‘000 GH¢ ‘000 Total Revenue 287,309 196,334 Profit Before Tax 68,656 27,387 from which is added/(deducted):