Annual Report 2020 Shared Value Through the Times Shared Value Through the Times
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ANNUAL REPORT 2020 SHARED VALUE THROUGH THE TIMES SHARED VALUE THROUGH THE TIMES Financial Statements 110 2020 CRDB GROUP AND BANK ANNUAL REPORT SHARED VALUE THROUGH THE TIMES 2020 CRDB GROUP AND BANK ANNUAL REPORT 111 REPORT OF THE DIRECTORS (CONTINUED) SHARED VALUE THROUGH THE TIMES FOR THE YEAR ENDED 31 DECEMBER 2020 Page Table of Contents Number Report of the Directors 113 – 136 Statement of Directors’ responsibilities 137 Declaration of the Chief Financial Officer 138 Report of the independent auditor 139 - 142 Financial statements: Statements of profit or loss and other comprehensive income 143 - 144 Statements of financial position 145 Statements of changes in equity 146 - 149 Statements of cash flows 150 - 151 Index to Notes 152 - 153 Notes to the financial statements 154 - 362 112 2020 CRDB GROUP AND BANK ANNUAL REPORT SHARED VALUE THROUGH THE TIMES REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2020 1 INTRODUCTION The Directors have the pleasure to submit their report and the audited financial statements for the year ended 31 December 2020, which disclose the state of affairs of CRDB Bank Plc (“the Bank”) and its subsidiaries, CRDB Bank Burundi S.A. and CRDB Insurance Broker Limited (together “the Group”). 2 INCORPORATION The Bank was incorporated in the United Republic of Tanzania in 1996 under the Companies Act No.12 of 2002 as a Public Company limited by shares with registration number 30227. The Bank was listed on the Dar es Salaam Stock Exchange on 17 June 2009 and has established two wholly owned subsidiaries namely CRDB Insurance Broker Limited, and CRDB Bank Burundi S.A. incorporated in the Republic of Burundi in 2012. 3 VISION To be the leading bank, which is customer need driven with competitive returns to shareholders. 4 MISSION To provide competitive and innovative financial solutions through digital transformation, to achieve distinctive customer experience, while caring for our people, and delivering a sustainable contribution to the society. 5 PRINCIPAL ACTIVITIES The Bank is licensed in Tanzania under the Banking and Financial Institutions Act, 2006. The Bank’s subsidiary, CRDB Bank Burundi S.A is a licensed bank in Burundi under the Banks and Financial Institutions Act, 2003 of Burundi. The principal activity of the Bank and its subsidiary CRDB Bank Burundi S.A is the provision of banking services and CRDB Insurance Broker Limited is engaged in providing insurance brokerage Services. The Group offers a comprehensive range of corporate and retail banking services as well as microfinance services through a network of 243 branches including franchised and mobile branches, 560 ATMs, 4,584 Point of Sales (POS) terminals, 17,031 Agents (CRDB Wakala), 385 E-commerce merchants, mobile and internet banking. The Bank provides a wide range of products which suit the needs of different segments in the market, through our business divisions namely Retail, Corporate, Treasury, Insurance, and Microfinance. We are transforming our digital presence, providing simpler, seamless interactions through digital platforms while sustaining extensive customer reach through our leading branch network by offering digital solutions including Simbanking, Internet banking, Point-Of-Sale (POS) machines and Agency banking (Fahari-Huduma). 2020 CRDB GROUP AND BANK ANNUAL REPORT 113 REPORT OF THE DIRECTORS (CONTINUED) SHARED VALUE THROUGH THE TIMES FOR THE YEAR ENDED 31 DECEMBER 2020 6 COMPOSITION OF THE BOARD OF DIRECTORS As of 31 December 2020, the Board of Directors “the Board” comprised twelve Directors - Eleven Non- executive Directors and the Managing Director who is an Ex-officio member. The directors who served during the year are: Date of Appointment/ Name Position Age Nationality Resignation Dr. Ally H. Laay Chairman 64 Tanzanian Re-appointed May 2019 Abdulmajid M. Nsekela Managing Director, Ex Officio 49 Tanzanian Appointed October 2018 Independent, Non-executive Prof. Neema M. Mori 42 Tanzanian Re-appointed June 2020 Director Independent, Non-executive Martin S. Warioba 43 Tanzanian Appointed December 2019 Director Independent, Non-executive Ellen G. Rwijage 37 Tanzanian Appointed August 2020 Director Rose F. Metta Non-executive Director 51 Tanzanian Re-appointed May, 2018 Jes Klausby Non-executive Director 65 Danish Re-appointed July 2020 Boniface C. Muhegi Non-executive Director 66 Tanzanian Re-appointed May 2019 Hosea E. Kashimba Non-executive Director 50 Tanzanian Re-appointed August 2020 Prof. Faustine K. Bee Non-executive Director 61 Tanzanian Appointed September 2018 Dr. Fred M. Msemwa Non-executive Director 48 Tanzanian Appointed June 2019 Abdul A.Mohamed Non-executive Director 30 Tanzanian Appointed July 2019 Appointed January 2020 and Dr. Edwin P. Mhede Non-executive Director 42 Tanzanian resigned May 2020 The Company Secretary during the year ended 31 December 2020 was Mr John-Baptist Rugambo (Tanzanian), 53 years old. At the Annual General Meeting (AGM) held on 27 June 2020, Ms. Miranda Naiman Mpogolo was elected as an Independent Non-Executive Director. Until year end, approval from BOT was still pending hence she did not serve during the year. 7 CORPORATE GOVERNANCE The Board of Directors The Group is committed to healthy corporate governance practices, which strengthens and maintains confidence in the Company, thereby contributing to optimal long-term value creation for shareholders and other stakeholders. The Board recognizes its collective responsibility for the long-term success of the Group. Generally, the Board meets at least eight times a year and has a formal schedule of matters reserved to it. This includes overall strategy and management; corporate structure and capital structure; financial reporting and control; oversight and review of risk management and internal control systems; significant contracts; and succession planning and new Board appointments for compliance with Good Corporate Governance principles. The Board is confident that it consists of sufficient members with the right mix of skills, experiences and knowledge to challenge and help develop proposals on strategy and bring independent judgement on issues of performance and risk. It consists independent non-executive Directors who provides independent opinion on various matters pertaining to the Board. The roles of the Chair, a non-executive role, and the Managing Director are separate. The Chair is responsible for the leadership and management of the Board and for ensuring that the Board and its committees function effectively. The Managing Director bears overall responsibility for the implementation of the strategy agreed by the Board, the operational management of the Company and the business enterprises connected with it. Senior Management team supports him in this. The Senior Management team is encouraged and invited to attend board meetings to facilitate effective communication and assist the board with its deliberations and provide critical insights and analysis of various business units within the Bank. Board meetings are held on a quarterly basis to deliberate on the results of the Group. 114 2020 CRDB GROUP AND BANK ANNUAL REPORT REPORT OF THE DIRECTORS (CONTINUED) SHARED VALUE THROUGH THE TIMES FOR THE YEAR ENDED 31 DECEMBER 2020 7 CORPORATE GOVERNANCE (CONTINUED) The Board of Directors (continued) The Board has established a policy and a set of procedures relating to Directors’ conflicts of interest. In all board meetings, there’s an agenda of declaration of conflict of interest, and there is a Conflict of Interest Register. None of the Directors had, during the year, a material interest, directly or indirectly, in any contract of significance with the Group. The independence of the Board is assessed annually based on the National Board of Accountants and Auditors, Tanzania (NBAA) regulations. In addition, through the Regulator, Bank of Tanzania (BoT), all members of the board are evaluated. The Board constitute some Non-executive Directors who are members of NBAA; Certified Public Accountant CPA (T). As of year-end 2020, the Board has not received any complaints regarding their standing from NBAA being the professional body. Appointments to the Board are made on merit, and candidates are considered against objective criteria, having due regard to the benefits of the diversity of the Board. A rigorous selection process is followed in relation to the appointment of Directors and certain specified senior appointments. Non-executive Directors are appointed for an initial three-year term and, subject to re-election by shareholders at each AGM. Formal induction programmes are arranged for newly appointed Directors based on the individual’s needs, skills and experience. They receive comprehensive guidance from the Company Secretary on the Group’s corporate governance framework and associated policies, as well as their duties as Directors on the Board. Following a period of induction, training and development is provided for each Director with the support of the Company Secretary. Non-executive Directors develop and refresh their skills and knowledge through periodic interactions and briefings with senior management of the Group’s businesses and functions. During the year, Directors and the Company Secretary undertook mandatory training on a range of issues including: Certificate in Company Direction, Board master class on Governance affairs and Chartered Director (Certification). All Non-executive Directors may seek independent professional advice in connection with their role as a Director and may have access to