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Wings Unfold ABBREVIATIONS SBM HOLDINGS LTD Wings Unfold ABBREVIATIONS REFERENCE Also referred as: SBM Holdings Ltd including its subsidiaries SBM Group or The Group SBMH or The Holding Company or The Bank Investment Holding SBM Holdings Ltd Company SBM (Bank) Holdings Ltd including its subsidiaries SBM Bank Group SBM Bank (Mauritius) Ltd SBM Bank (Mauritius) Ltd or The Bank SBM (NBFC) Holdings Ltd including its subsidiaries SBM Non-Bank Group SBM (NFC) Holdings Ltd SBM Non-Financial Investment Holding Company Bank of Mauritius BOM Financial Services Commission FSC Reserve Bank of India RBI Wholly Owned Subsidiary WOS Special Purpose Vehicle SPV Basel Committee on Banking Supervision BCBS African Currency Unit AfCU Stock Exchange of Mauritius SEM Capital Adequacy Ratio CAR Caution regarding forward-looking statements Within this report, SBM Holdings Ltd (SBMH) has made various forward-looking statements with respect to its financial position, business strategy and objectives of management. Such forward-looking statements are identified by the use of words such as ‘expects’, ‘estimates’, ‘anticipates’, ‘believes’, ‘intends’, ‘plans’, ‘forecasts’, ‘projects’ or words or phrases of a similar nature. By their nature, forward-looking statements require SBMH to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions and other forward-looking statements may not prove to be accurate. Readers of this report are thus cautioned not to place undue reliance on forward-looking statements as a number of factors could cause future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed therein. The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to interest rate and currency value fluctuations, local and global industry, economic and political conditions, regulatory and statutory developments, the effects of competition in the geographic and business areas in which the company operates, as well as management actions and technological changes. The foregoing list of factors is not exhaustive and when relying on forward- looking statements to make decisions with respect to SBMH, investors and other parties should carefully consider these factors, as well as the inherent uncertainty of forward-looking statements and other uncertainties and potential events. SBMH does not undertake to update any forward-looking statement that may be made, from time to time, by the organisation or on its behalf. ABBREVIATIONS 2 OVERVIEW OF GROUP STRUCTURE 6 GROUP KEY FINANCIAL HIGHLIGHTS 9 GROUP KEY FINANCIAL CHARTS 10 BOARD OF DIRECTORS 13 CHAIRMAN’S STATEMENT 14 CERTIFICATE FROM THE COMPANY SECRETARY 20 FINANCIAL STATEMENTS 22 Statement of Directors’ Responsibility 23 Independent Auditor’s Report to the Shareholders of SBM Holdings Ltd 25 Financial Statements 27 Notes to the Financial Statements 32 MANAGEMENT DISCUSSION AND ANALYSIS 108 RISK MANAGEMENT 129 CORPORATE GOVERNANCE 168 CORPORATE PROFILE 182 RECOGNITION AND INTERNATIONAL AWARDS 184 PROFILE OF DIRECTORS 186 BOARD COMMITTEES OF SBM HOLDINGS LTD & SBM BANK (MAURI- 190 TIUS) LTD DIRECTORS OF SBMH SUBSIDIAIRIES 191 EXECUTIVE MANAGEMENT 192 GROUP ADDRESSES 195 CONTENTS LIST OF TABLES Table 1 Group Key Financial Highlights 9 Table 2 Key Financial Indicators - SBM Holdings Ltd 109 Table 3 2014 Performance against Objectives and Objectives for 2015 - SBM Holdings Ltd 111 Table 4 Summarised Income Statement - SBM Holdings Ltd 111 Table 5 Key Financial Indicators – SBM (Bank) Holdings Ltd 113 Table 6 2014 Performance against Objectives and Objectives for 2015 - Banking Segment 114 Table 7 Summarised Income Statement – SBM (Bank) Holdings Ltd 115 Table 8 Impairment Ratios and Provisions – SBM (Bank) Holdings Ltd 120 Table 9 Group Advances by Line of Business 124 Table 10 Summarised Income Statement - SBM (NBFC) Holdings Ltd 126 Table 11 Performance of in-house funds v/s benchmarks 126 Table 12 Breakdown of Top 5 Countries’ Risk-Weighted Exposures as at 31 December 2014 142 Table 13 Regulatory Credit Concentration Limit - Mauritius 145 Aggregate of large credit exposures to customers or group of closely related customers above 15% of SBM Table 14 146 Bank Group’s capital base as at 31 December 2014 Table 15 Value at Risk 150 Table 16 Liquidity Coverage Ratio 153 Table 17 Capital Ratios as at 31 December 2014 161 Table 18 Components of Capital Base of SBM Bank Group 162 Table 19 On-Balance Sheet Assets - SBM Bank Group 164 Table 20 Off-Balance Sheet Assets - SBM Bank Group 165 Table 21 Aggregate Net Open Foreign Exchange Position – SBM Bank Group 165 Table 22 Capital Charge for Operational Risk – SBM Bank Group 165 Table 23 Board Attendance of Directors of SBM Holdings Ltd – 02 October to December 2014 171 Table 24 Direct & Indirect Shareholding of Directors 172 Table 25 Fees of Directors of SBMH & its subsidiaries 172 Table 26 Remuneration of Executive Directors of SBMH Subsidiaries 173 Table 27 Top 10 Shareholders 175 Table 28 Shareholders’ Spread 176 Table 29 Local And Foreign Shareholders 176 Table 30 Shareholder Diary 177 Table 31 Audit Fees 177 OF TABLES LIST 4 ANNUAL REPORT 2014 LIST OF CHARTS Chart 1 Profit for the year attributable to shareholders 10 Chart 2 Earnings per share and Dividend per share 10 Chart 3 Market Price per share 10 Chart 4 Price Earnings Ratio 10 Chart 5 Tier 1 Capital Adequacy Ratio 10 Chart 6 Capital Adequacy Ratio 10 Chart 7 Cost to Income Ratio 11 Chart 8 Impaired Advances 11 Chart 9 Share Performance - SBM Holdings Ltd 113 Chart 10 Breakdown of Non Interest Revenue – SBM (Bank) Holdings Ltd 117 Chart 11 Breakdown of Non Interest Expense – SBM (Bank) Holdings Ltd 118 Chart 12 Cost to Income Ratio – SBM (Bank) Holdings Ltd 119 Chart 13 Impaired Advances – SBM (Bank) Holdings Ltd 120 Chart 14 Asset Mix – SBM (Bank) Holdings Ltd 121 Chart 15 Deposits – SBM (Bank) Holdings Ltd 122 Chart 16 Liabilities Mix – SBM (Bank) Holdings Ltd 122 Chart 17 Capital Adequacy – SBM Bank Group 132 Chart 18 Risk-Weighted Exposures 132 Chart 19 Rating-wise Risk-Weighted Exposures as at 31 December 2014 142 Chart 20 Sovereign Risk Exposures as at 31 December 2014 143 Chart 21 Rating-wise Bank Risk-Weighted Exposures as at 31 December 2014 144 Chart 22 Mauritius Operations - Concentration by Risk-Weighted Exposures 144 Chart 23 India Operations - Concentration by Risk-Weighted Exposures 145 Chart 24 Madagascar Operations - Concentration by Risk-Weighted Exposures 145 Chart 25 Expected Loss as a % of Exposure by Rating as at 31 December 2014 147 Chart 26 Operational Loss Events by Risk Category - % of Total Loss Events by Value 155 Chart 27 Capital Adequacy & Tier 1 Capital– SBM Bank Group 163 LIST OF FIGURES Figure 1 SBM Group Structure 6 Figure 2 Policy Governance Principles 131 Figure 3 Risk Management Framework 134 Figure 4 Risk Appetite Framework 135 Figure 5 Credit Risk Principles 137 Figure 6 Credit Risk Management Process 138 Figure 7 Internal Rating Tools 139 Figure 8 Credit Risk Mitigation Chart 140 Figure 9 Enterprise-wide Limit Structure 141 OF CHARTS & FIGURES Figure 10 Components of Expected Loss 147 Figure 11 Operational Risk Management Framework 154 LIST ANNUAL REPORT 2014 5 OVERVIEW OF GROUP STRUCTURE Figure 1: SBM Group Structure SBM Holdings Ltda (Ultimate Bank Investments Holding Company) BANKING NON-BANKING NON-FINANCIAL FINANCIAL SEGMENT SEGMENT SEGMENT SBM Bank SBM Mauritius Asset b Other investments (Mauritius) Ltd Managers Ltd f in non-financial companies Including India Branch SBM Securities Ltd f Operations c SBM 3S SBM Fund LTD Services Ltd f Banque SBM Madagascar SA d SBM Asset Management Limited f Representative Office at Yangon, Myanmar e SBM Capital Management Limited f OF GROUP STRUCTURE a Supervised by Bank of Mauritius b Licensed and Regulated by Bank of Mauritius c In-principle approval of Wholly Owned Subsidiary (WOS) licence from the Reserve Bank of India was obtained on 07 April 2015 and creation of a new subsidiary in India is under process d Licensed and Regulated by Central Bank of Madagascar e Licensed and Regulated by Central Bank of Myanmar f OVERVIEW Licensed and Regulated by Financial Services Commission 6 ANNUAL REPORT 2014 In line with regulatory requirement, SBM Group embarked on a restructuring exercise since 2009 with a view, among others, to segregate the non-banking activities/assets from the banking activities/assets and to ring-fence capital and risks from each of the banking operating entity. As a result of the restructuring under Section 32(A) of the Banking Act, SBM Holdings Ltd (SBMH), till then a subsidiary of State Bank of Mauritius Ltd (now renamed as SBM Bank (Mauritius) Ltd) became the bank investment holding company of SBM Group on 02 October 2014 after transferring shares from State Bank of Mauritius Ltd to SBM Holdings Ltd (SBMH) and exchanging shares on a 1:1 ratio basis for SBMH shares. Thus, on 02 October 2014, the existing shareholders of State Bank of Mauritius Ltd became the shareholders of SBM Holdings Ltd through the above process with the same underlying pool of assets and liabilities. The listed senior subordinated bonds were also transferred along with matching investments, such as traded bank bonds and gilt securities, on the same day. SBMH was listed on the Official Market of the Stock Exchange of Mauritius Ltd (SEM) as from 03 October 2014. Structurally, as from 02 October 2014, the activities of the SBM Group are divided into banking and non-banking investment business in the financial services sector. Furthermore, it has been undertaken through the Constitution of SBM Holdings Ltd, that as part of the restructuring, SBM Holdings Ltd shall invest not less than 90 percent of its capital, funds and borrowings in banking business and that it shall be supervised by the Bank of Mauritius (BOM). SBM (Bank) Holdings Ltd The Banking segment is clustered under SBM (Bank) Holdings Ltd which was incorporated in 2013, is wholly owned by SBMH, is a non-operating, segmental Special Purpose Vehicle (SPV), and holds investments in all bank operating companies through their respective dedicated SPVs.
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