Integrated Annual Report for the Year Ended 29 February 2016 the Victor
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INTEGRATED ANNUAL REPORT FOR THE YEAR ENDED 29 FEBRUARY 2016 THE VICTOR IF YOU THINK YOU ARE BEATEN, YOU ARE. IF YOU THINK YOU DARE NOT, YOU DON’T. IF YOU LIKE TO WIN BUT THINK YOU CAN’T, IT’S ALMOST A CINCH YOU WON’T. IF YOU THINK YOU’LL LOSE, YOU’RE LOST. FOR OUT IN THE WORLD WE FIND SUCCESS BEGINS WITH A FELLOW’S WILL. IT’S ALL IN THE STATE OF MIND. IF YOU THINK YOU ARE OUTCLASSED, YOU ARE. YOU’VE GOT TO THINK HIGH TO RISE. YOU’VE GOT TO BE SURE OF YOURSELF BEFORE YOU CAN EVER WIN THE PRIZE. LIFE’S BATTLES DON’T ALWAYS GO TO THE STRONGER OR FASTER MAN. BUT SOONER OR LATER, THE MAN WHO WINS IS THE MAN WHO THINKS HE CAN. - C. W. Longenecker - CONTENTS 3 FINBOND IN FOCUS 83 FINANCIAL STATEMENTS History and Development 4 Company Secretary’s Certificate 84 Business Philosophy 5 Report of the Audit Committee 85 Vision, Mission and Core Values 6 Independent Auditor’s Report 87 Branch Network, Number of Directors’ Report 88 Employees and Active Clients 7 Statements of Financial Position 90 Products 8 Statements of Comprehensive Income 91 Service Standards 11 Statements of Changes in Equity 92 Financial Highlights and Indicators 12 Statements of Cash Flows 93 Chairman’s Review 14 Accounting Policies 94 Chief Executive Officer’s Review 16 Notes to the Financial Statements 102 Chief Financial Officer’s Review 23 Group Structure 31 RISK MANAGEMENT & 33 CORPORATE GOVERNANCE 147 APPENDIX Directorate 34 Notice to Shareholders (Group) 148 Internal Audit 37 Notice to Shareholders (Bank) 152 Compliance 38 Form of Proxy (Group) 155 Regulation 39 Notes to Form of Proxy (Group) 156 Risk Management Framework 40 Form of Proxy (Bank) 157 Corporate Governance 50 Notes to Form of Proxy (Bank) 158 King III Material Principles 57 Global Reporting Initiative (GRI) Index 159 Declaration 164 Corporate Information 165 65 STAKEHOLDERS Economic Value Added Statement 66 Customers 67 Employees 68 Community and Social Responsibility 70 Regulators 72 Environment 74 Shareholders 75 Directors’ Responsibility Statement 77 Remuneration Report 78 Finbond Group Limited & Finbond Mutual Bank Integrated Annual Report 2016 1 SCOPE AND BOUNDARY inbond proudly presents its 2016 Integrated Annual Report, as relevant pages in the Annual Report (commencing at the bottom of recommended in the King Code of Governance principles for this page). FSouth Africa 2009 (King III). The integrated reporting function is viewed not merely as a summary The objective of the 2016 Integrated Report is to provide stakeholders of the performances and governance aspects of the Group, but rather with insight into the performances of the Group, to focus on the as a process to provide meaningful information to its users. strategy and the Group’s ability to create long-term sustainable value. Finbond has an essential role to assist in the development of the Materiality, defined as an item that affects the Group’s ability to society in which it operates. The combined successes of its customers remain economically viable and socially relevant, was applied in and stakeholders alike contribute to the foundation of the commercial selecting the content and extent of disclosure in the Integrated Annual sustainability of the Group. Report. This Integrated Annual Report covers all relevant aspects of the A combined approach to the contents of the report was utilised to activities of Finbond Group Limited, including all subsidiaries, for the ensure both the appropriate application of integrated reporting period 1 March 2015 to 19 April 2016. The Integrated Report discusses principles and the integrity of data disclosed. the operations in South Africa, the only geographical region in which the Group operated in the financial year, and further highlights the Financial information contained in the report was extracted from the Group’s expansion into North America, effective from 1 March 2016. audited Annual Financial Statements. External assurances obtained in the current period included the KPMG audit opinion on the Annual The Annual Financial Statements have been prepared in accordance Financial Statements, professional valuers’ reports on the value of with International Financial Reporting Standards (IFRS). The investment properties and expert analysis of the significant areas of audited Annual Financial Statements include the consolidated data judgement contained within the Annual Financial Statements. incorporating the Company and all entities controlled by Finbond Group Limited as a single economic entity, Finbond Group Limited The responsibility to ensure the integrity and fair presentation of (the Company), and the separate Financial Statements for Finbond the material issues and integrated performances of the Group is Mutual Bank (the Bank). The audited Financial Statements were acknowledged by management. The content was reviewed and approved by the Board of Directors on 19 April 2016. approved by the Executive Directors and key management. The compliance of this report to the guidelines provided by the Global In addition to IFRS, the King Code of Governance principles Reporting Initiative Index was reviewed by Ms I Wilken-Jonker, a for South Africa 2009 (King III) and the Global Reporting Non-Executive Director, who is also a member of the Group’s Social Initiative Index (G4), Finbond also utilises the Sustainability Data and Ethics Committee. Transparency Index (SDTI) designed by Integrated Reporting and Assurance Services (IRAS) as a framework for reporting. Figures presented in tabular formats are stated throughout this report in thousands with a note (R’000) to that effect, unless otherwise References to the specific provisions of the Global Reporting stated, whereas figures presented as part of narrative paragraphs are Initiative Index, which are detailed in full from page 159 of this stated to the nearest single digit unless otherwise stated. report, are included in blue rectangular graphics at the bottom of the STRATEGY • Governance • Risks • Operational structure EXTERNAL INTEGRATED ENVIRONMENT RESOURCES & REPORT • Economic RELATIONSHIPS • The following guiding Regulatory principles are used to • Business model • Competitive develop the content and • Value to stakeholders • Technology presentation format of the • Resources • Social Integrated Report: PERFORMANCE • Environmental impact • Wealth creation for stakeholders 2 Finbond Group Limited & Finbond Mutual Bank Integrated Annual Report 2016 GRI4 Reference: 5/17/18/19 “I DO NOT THINK THAT THERE IS ANY OTHER QUALITY SO ESSENTIAL TO SUCCESS OF ANY KIND AS THE QUALITY OF PERSEVERANCE. IT OVERCOMES ALMOST EVERYTHING, EVEN NATURE.” - John D Rockefeller - FINBOND IN FOCUS Finbond Group Limited & Finbond Mutual Bank Integrated Annual Report 2016 3 HISTORY AND DEVELOPMENT 1998 Dr Willie van Aardt co-founds Thuthukani Group Limited, which lists on the Johannesburg Stock Exchange (JSE) during 1999. At the time of its listing, Thuthukani had 70 microlending branches and 120 debt collection branches. 2000 Dr Willie van Aardt resigns and sells his shares in Thuthukani to Saambou Bank, which eventually proceeds to acquire the entire share capital in Thuthukani. When Saambou Bank was liquidated in 2002, the various divisions of Thuthukani were sold. All of Thuthukani’s various businesses remain profitable and in operation. 2003 Dr Willie van Aardt establishes Finbond as a debt consolidation, bridging finance and second-bond origination company in January 2003. Finbond commences the year with four employees. Initially, due to small origination volumes, Finbond is forced to submit all its origination via other origination companies. In 2004 Finbond negotiates its own direct origination contracts with ABSA and First National Bank (FNB), together with lead originator agreements with Bondmaster for Nedbank and Standard Bank Business. 2007 In order to position itself as a significant South African mortgage originator and non-bank lender, Finbond, at the beginning of 2007, acquires Independant Bond Originators (IBO), Dimension Home Loans and Bondmaster. Following the acquisitions, Finbond employs 110 people. Finbond lists on the AltX sector of the JSE as the fourth largest Mortgage Originator in South Africa originating mortgages amounting to R1 billion per month to the four major banks. Finbond acquires Bond Excel and increases mortgage origination volumes to R1.5 billion per month. In the fourth quarter of 2007, following the worldwide sub-prime crisis and collapse of various large retail and investment banks in the United States and Europe, the South African mortgage origination market declines rapidly as the four major banks lose their appetite for mortgages. Mortgage origination volumes decline by more than 80% in a six-month period, and Finbond makes the strategic decision to diversify its business to microfinance by acquiring 50% of Blue Chip Finance No. 1 (formerly part of Thuthukani) with 57 branches and 100% of Blue Chip Finance Western Cape (also formerly part of Thuthukani) with its seventeen branches and a number of small microlenders. 2008 Finbond obtains offshore funding from the Dutch Development Finance Corporation (FMO) and Standard Chartered Bank to fund and expand its microfinance operations. Finbond expands its microfinance branch network by opening and acquiring a number of branches in the Eastern and Western Cape, Mpumalanga, Limpopo, Gauteng and North West. 2009 Finbond acquires 60 Moneyline Financial Services Microfinance branches from NET 1 UEPS Technologies in order to gain a microfinance footprint in the KwaZulu-Natal region.