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2013 Bank Windhoek Holdings Annual Report

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2013 Bank Windhoek Holdings Annual Report 15 mm bleed allowed 1 Index Group profile 2 Summary of key performance indicators 6 Board of directors 8 Chairman’s statement 10 Managing Director’s report 14 Risk and compliance report 21 Group annual financial statements 31 Glossary of terms 132 Notice of AGM and proxy form 133 2 BANK WINDHOEK HOLDINGS LIMITED | ANNUAL REPORT 2013 Group profile Bank Windhoek Holdings Limited (Bank Windhoek The group also played a leading role in a partial consoli- Holdings) was incorporated in Namibia on 5 September dation of the long-term insurance industry in Namibia 1996 as an investment holding company. The company with the merger of the interests of Sanlam Namibia was established by a merger agreement concluded Limited, Regent Life Namibia Limited and Capricorn Life in terms of the Building Societies Amendment Act. As Assurance Company Limited, retaining a strategic stake a consequence of the merger, the business of Namib of 29.5% in the holding company of the merged entity, Building Society and all its related assets and liabilities Sanlam Namibia Holdings (Pty) Limited. were transferred to Bank Windhoek. Bank Windhoek Holdings also acquired all the shares in Capricorn Life Overview of subsidiaries and associates of Bank Assurance Company Limited and Capricorn Insurance Windhoek Holdings Company Limited from Namib Building Society. In return, the former Namib Building Society shareholders As a result of these corporate activities, the Bank received a 3% shareholding in the newly registered Windhoek Holdings group today comprises of a number Bank Windhoek Holdings. of subsidiary companies and associates in the financial sector industry of Namibia. Bank Windhoek Holdings simultaneously acquired the entire issued share capital of Bank Windhoek, funded Bank Windhoek Holdings’ group structure is diagram- by the issue of shares to Amalgamated Banks of South matically depicted on page 3 and a brief overview of Africa Limited (’Absa’) (36.3%), Boland Bank PKS Limited Bank Windhoek Holdings subsidiaries and associates (7.2%) and Bank Windhoek Beherend Limited (53.3%). are presented below. Bank Windhoek Beherend Limited’s name was sub- sequently changed to Capricorn Investment Holdings Bank Windhoek Limited (’CIH’). The Boland Bank PKS Limited share- holding was later sold to Nam-mic Financial Services Holdings (Pty) Limited (Nam-mic) in terms of an em- The flagship brand of the Bank Windhoek Holdings powerment transaction. Following its takeover by group is Bank Windhoek, which is a wholly owned Barclays PLC, Absa disposed of its minority interest in subsidiary of Bank Windhoek Holdings. Bank Windhoek Holdings in 2006 with CIH acquiring the majority of the shares, increasing its shareholding in History and background of Bank Windhoek Bank Windhoek Holdings to 71.6%. CIH concluded a capital reduction exercise in 2013 in terms of which all Bank Windhoek was established in 1982, when a group CIH shareholders were given the opportunity to sell up of local businessmen, with a thorough knowledge of to 25,000 of their CIH shares back to CIH in exchange for the local market and faith and trust in the future of Bank Windhoek Holdings shares. This resulted in CIH’s Namibia, acted on a vision to create a Namibian bank by shareholding in Bank Windhoek Holdings decreasing acquiring the operations of Volkskas Bank in Namibia. from 71.6% to 62.8% with the minority shareholding The objective was to establish a bank controlled and in Bank Windhoek Holdings increasing. This holding managed in Namibia with a uniquely Namibian ethos decreased to 57.6% after the public offer of Bank and local insight. Bank Windhoek was built on the Windhoek Holdings shares. foundation of integrity, entrepreneurship, commitment, hard work, perseverance and dedication. In 1999 Bank Windhoek Holdings sold its interest in short-term insurer, Capricorn Insurance Company Limited Bank Windhoek started with capital and reserves of to Santam Namibia Limited and in the process acquired N$2.6 million, a total asset base of N$58 million, a staff a strategic interest of 28.0% in Santam Namibia. complement of approximately 60 employees and 8 small 3 Group structure as at 30 June 2013 Capricorn Investment Nam-mic Financial Services Other Shareholders Holdings Limited Holdings (Pty) Ltd 32.8% 57.6% 9.6% Bank Windhoek Holdings Limited 100% Welwitschia Nammic 100% Bank Windhoek Ltd 28% Insurance Brokers Santam Namibia Ltd (Pty) Ltd 100% 29.5% Sanlam Namibia Namib Bou (Pty) Ltd Holdings (Pty) Ltd 100% BW Finance (Pty) Ltd Capricorn Unit Trust 100% Management Company Limited 100% Bank Windhoek Properties (Pty) Ltd 100% Legend: Intellect Investments Namibia (Pty) Ltd As from 1 July 2013 100% Bank Windhoek Nominees (Pty) Ltd 4 BANK WINDHOEK HOLDINGS LIMITED | ANNUAL REPORT 2013 branches that made up the Volkskas Bank operations. to include insurance broking and subsequently ac- Bank Windhoek has, since its establishment, continued quired 100% of the shares in Welwitschia Nammic to show sound and sustained year-on-year growth Insurance Brokers. in a very competitive and regulated environment. Today, Bank Windhoek has established itself as one of the WNIB offers short-term insurance broking services leaders in the financial services industry in Namibia. for all types of corporate, commercial, SME, marine, aviation and personal lines insurance. WNIB is a truly Bank Windhoek has a wide distribution network of Namibian company with reputable experts in short-term 53 retail and specialist finance branches and agencies insurance. It has branches in Windhoek (Head Office countrywide. The bank also has a Corporate and and Aviation), Mariental, Aranos, Keetmanshoop, Executive Banking Division with offices in Windhoek, Gobabis, Otjiwarongo, Tsumeb, Oshakati, Walvis Bay Oshakati and Walvis Bay and offers foreign exchange and Swakopmund. services throughout its own branches and through a joint venture with American Express, which has various Namib Bou outlets in Namibia. Bank Windhoek has 90 ATMs and in addition, a total of 236 Bank Windhoek Cash Express Namib Bou is a property development company focusing ATMs installed at merchants across Namibia in partner- on affordable housing development. It was established ship with ATM Solutions Namibia. on 21 November 1990 as a subsidiary of Namib Building Society. With the merger of Bank Windhoek and the Bank Windhoek subsidiaries Namib Building Society in 1996, Namib Bou became part of Bank Windhoek Holdings. ! BW Finance is the vehicle through which the Bank Windhoek Holdings group does its micro Namib Bou acts as facilitator between the local author- lending business in partnership with Nam-mic. ities and financial institutions (commercial banks) to This smart partnership was established in 2002. ensure that sufficient housing stock is created over the Regulation dictates that this business be done long-term to assist with meeting the housing backlog through a separate legal entity. in Namibia. ! Bank Windhoek Properties owns the Bank Windhoek main building situated at 262 Independence Avenue, Bank Windhoek Holdings associates Windhoek. Bank Windhoek Holdings holds a 28.0% shareholding ! Bank Windhoek Nominees is a nominee company, in Santam Namibia and a 29.5% shareholding in acting as agent for third party principals to facilitate Sanlam Namibia Holdings; both leaders in their fields banking and investment transactions. of business. ! Intellect Investments Namibia is the owner of the Santam Namibia Bank Windhoek trademarks. Santam Namibia was established in 1956 and is a Welwitchia Nammic Insurance Brokers (WNIB) 60% owned subsidiary of Santam Limited, a leading short-term insurer in South Africa. The remaining WNIB is a short-term insurance broker with a national 40% is held by Bank Windhoek Holdings (28.0%) and footprint and a wholly owned subsidiary of Bank Nam-mic (12.0%). Windhoek Holdings. Santam Namibia is the largest short-term insurer WNIB was established in 1984. During 1997 Bank in Namibia with net assets totalling more than Windhoek Holdings decided to diversify its operations N$200 million, a countrywide contact centre infra- 5 structure, a strong intermediary network and a market the affluent and entry level market, group life assur- share exceeding 30%. Santam Namibia focuses on ance, credit life assurance, unit trust management and corporate, commercial and personal markets and the distribution of unit linked platform businesses. provides specialist underwriting through its under- writing managers in various insurance classes including Sanlam Namibia Holdings has key strategic shareholders liability, construction, engineering and marine. in Sanlam Limited (54.1%), a South African financial services group as technical partner, Bank Windhoek Sanlam Namibia Holdings Holdings (29.5%) as banking partner and Nam-mic (16.4%) as empowerment partner. Sanlam Namibia Holdings is a well-diversified financial services group with key operations in life assurance in 6 BANK WINDHOEK HOLDINGS LIMITED | ANNUAL REPORT 2013 Summary of key performance indicators Operating profit Total comprehensive income Net asset value1 N$648m N$516m N$2.6bn 25.9% 23.8% 20.7% Annual growth Annual growth Annual growth Return on equity1 Capital adequacy Earnings per share 23.7% 16.6% 108 cents 2009 2010 2011 2012 2013 4 year CAGR2 Statement of comprehensive income (N$'000) Total income 835,717 941,409 1,074,230 1,246,390 1,437,645 14.5% Operating profit 303,437 340,628 403,826 514,636 648,083 20.9% Profit after tax 229,013 281,447 328,510 402,611 493,271 21.1% Total comprehensive
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