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ANNUAL REPORT Contents 2013 Company Information 2 Notice of Annual General Meeting 3 Directors’ Report to the Shareholders 5 Statement of Compliance with Code of Corporate Governance 9 Statement on Internal Controls 11 Auditors’ Review Report on Statement of Compliance 14 Auditors’ Report to the Members on Unconsolidated Financial Statements 15 Unconsolidated Statement of Financial Position 17 Unconsolidated Profit and Loss Account 18 Unconsolidated Statement of Comprehensive Income 19 Unconsolidated Statement of Changes in Equity 20 Unconsolidated Statement of Cash Flows 21 Notes to the Unconsolidated Financial Statements 23 Auditors’ Report to the Members on Consolidated Financial Statements 109 Consolidated Statement of Financial Position 110 Consolidated Profit and Loss Account 111 Consolidated Statement of Comprehensive Income 112 Consolidated Statement of Changes in Equity 113 Consolidated Statement of Cash Flows 114 Notes to the Consolidated Financial Statements 116 Financial and Management Services (Private) Limited 201 Auditors’ Report to the Members 202 Statement of Financial Position 204 Profit and Loss Account 205 Pattern of Shareholding 206 Branch Network 209 Proxy Form 1 ANNUAL REPORT Company Information 2013 Board of Directors Teo Cheng San, Roland Chairman Tejpal Singh Hora Director Chia Yew Hock, Wilson Director Ong Kian Ngee Director Asif Jooma Director Najmus Saquib Hameed Director Muhammad Abdullah Yusuf Director Badar Kazmi Director & President / CEO Yameen Kerai President & CEO (Acting) Board Audit Committee Muhammad Abdullah Yusuf Chairman Chia Yew Hock, Wilson Member Najmus Saquib Hameed Member Board Risk Management Committee Tejpal Singh Hora Chairman Asif Jooma Member Yameen Kerai Member Board Human Resource Committee Teo Cheng San, Roland Chairman Ong Kian Ngee Member Asif Jooma Member Yameen Kerai Member Company Secretary Ather Ali Khan Chief Financial Officer (Acting) Rahim Valliani Registered Office First Floor, Post Mall F-7 Markaz, Islamabad Head Office PNSC Building M.T. Khan Road Karachi-74000 UAN: +9221 111 333 111 Email & URL Email: [email protected] URL: www.nibpk.com Share Registrar Office THK Associates (Pvt.) Limited State Life Building No. 3 Dr. Ziauddin Ahmed Road Karachi-75530 UAN: +9221 111 000 322 Auditors M/s. KPMG Taseer Hadi & Co. Chartered Accountants Legal Advisor M/s. Mandviwalla & Zafar Advocates Credit Rating Long Term: AA- Short Term: A1+ Rating Agency: PACRA 2 ANNUAL REPORT Notice of Annual General Meeting 2013 Notice is hereby given that Eleventh Annual General Meeting of NIB Bank Limited (“the Bank”) shall be held at 3.30 pm on Friday the 28th March 2014, at ICAP Auditorium, Institute of Chartered Accountants of Pakistan (ICAP) Building, G-10/4, Mauve Area, Islamabad to transact the following business: ORDINARY BUSINESS: 1. To confirm the minutes of the Extraordinary General Meeting held on 19th September 2013. 2. To receive, consider and adopt the Audited Accounts of the Bank for the year ended 31st December 2013 together with Directors' and Auditors' Reports thereon. 3. To appoint auditors and fix their remuneration. M/s. KPMG Taseer Hadi & Co., Chartered Accountants have offered themselves for the re-appointment. SPECIAL BUSINESS: 4. To grant post facto approval to the payment of remuneration fixed by the Board for the Non-executive Directors, in terms of State Bank of Pakistan's Prudential Regulation # G-1(C)(2) for Corporate / Commercial Banking and to pass the following resolution: RESOLVED that post facto approval for payment of remuneration fixed by the Board for Non-executive Directors in terms of State Bank of Pakistan's Prudential Regulation # G-1(C)(2) for Corporate / Commercial Banking is hereby granted. 5. Any other business with the permission of the Chair. Statements as required under Section 160(1)(b) of the Companies Ordinance, 1984 setting forth all material facts concerning the special business contained in the Notice to be considered at the meeting are annexed to the Notice of the meeting being sent to the members. By Order of the Board Karachi Ather Ali Khan 7th March 2014 Company Secretary Notes: 1. Share Transfer Books of the Bank will remain closed from 20th March to 28th March 2014 (both days inclusive). 2. A shareholder entitled to attend and vote at this meeting may appoint another shareholder as his / her proxy to attend and vote. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature shall be submitted along with proxy form to the Bank. 3. Proxies, in order to be effective, must be received at the Head Office of the Bank situated at PNSC Building, M.T. Khan Road, Karachi (Pakistan) not later than 48 (forty eight) hours before the time of meeting, and must be duly stamped, signed and witnessed. 4. Shareholders are requested to notify any change in their addresses immediately to the Bank or Share Registrar, M/s. THK Associates (Pvt.) Limited, State Life Building No. 3, Dr. Ziauddin Ahmed Road, Karachi (Pakistan). 5. CDC Account Holders will further have to follow the under mentioned guidelines as laid down in Circular 1 dated the 26th January 2000 issued by the Securities and Exchange Commission of Pakistan: For attending the meeting: In case of individuals, the account holder or sub-account holder or investor account holder shall authenticate identity by showing his / her original computerized national identity card (CNIC) or original passport at the time of attending the meeting. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the meeting. 3 ANNUAL REPORT Notice of Annual General Meeting 2013 For appointing proxies: In case of individuals, the account holder or sub-account holder or investor account holder shall submit the proxy form as per the above requirement. The proxy form shall be witnessed by two persons whose names, addresses and CNIC Numbers shall be mentioned on the form. Attested copy of CNIC or the Passport, of the account holder or sub-account holder or investor account holder shall be furnished with the proxy form. The proxy shall produce his original CNIC or original Passport at the time of the meeting. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Bank. Statement under Section 160(1) (b) of the Companies Ordinance, 1984 NIB Bank Limited was incorporated as a public limited company under the Companies Ordinance, 1984, to carry on the business of a banking company under the Banking Companies Ordinance, 1962. 1) REMUNERATION TO THE CHAIRMAN & NON-EXECUTIVE DIRECTORS: As per State Bank of Pakistan's Prudential Regulation G-1(C)(2), the Banks / DFIs during a calendar year may pay a reasonable and appropriate remuneration for attending the Board or its Committee(s) meeting(s) to the Chairman and Non-executive Directors, which should be linked to the actual number of Board / Committee meetings attended by an individual Director / Chairman. Furthermore, the scale of remuneration to be paid to the Chairman and Non-executive Directors for attending the Board and / or Committee meetings shall be approved by the shareholders on a pre or post facto basis in the Annual General Meeting. The Board of Directors on 20th June 2013 had approved a fee per meeting of USD 3,500 for the Chairman of the Board and USD 3,000 per meeting for Independent / Non-executive Directors (USD 1,500 for sub-committee meetings). During 2013 a fee amounting to Rs. 10.935 million was paid to the Chairman, Independent and Non-executive Directors. For the purpose aforesaid it is proposed that the resolution set out in the notice convening the Annual General Meeting of the Bank be passed as and by way of a Special Resolution. 4 ANNUAL REPORT Directors’ Report to the Shareholders 2013 THE ECONOMY The year under review was one of continuing macro-economic challenges whilst also being historic in terms of the first peaceful democratic transition of an elected government. Following a relatively benign first half ahead of the general elections, the elected PML(N) Government in the centre, entered a fresh deal with the IMF to address the precarious Balance of Payments position. In order to reduce its fiscal gap, the government introduced certain structural reforms which included an increase in GST and reduction in energy subsidies, driving average inflation up by 8.9% in the second half of 2013 from 6.4% in the first half. This in turn prompted the SBP to increase its policy rate by 100 bps during the second half of the year. The external account remained under pressure with SBP reserves falling below USD 3.5 bn during December 2013. The downward pressure on the rupee was slightly abated with a 3% appreciation in December 2013, limiting the slide in its value to 8% during the calendar year. The balance of payments pressure was further exacerbated due to a heavy repayment to the IMF in the last quarter. Going forward the situation is expected to improve gradually with projected flows augmented by quarterly disbursements by the IMF under the new program. With imports continuing to outpace export growth and a slowdown in remittance growth, improvement in the existing level of reserves will remain dependent upon foreign inflows. Despite the challenges, the Country met the IMF conditionalities for September 2013 with the exception of net international reserves. Further, the December 2013 targets were also met. The Country's GDP was significantly up in the Jul-Sep 2013 quarter, led by recovery in large scale manufacturing and improvement in energy supply following the settlement of the circular debt issue. Inflation has also started to ease after peaking in November 2013, primarily due to improved supply of food items.