Annual Report 2017 Driving Investment, Trade and the Creation of Wealth Across Asia, Africa and the Mid East
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Annual Report 2017 Driving investment, trade and the creation of wealth across Asia, Africa and the Mid East. sc.com/pk Here for good Standard Chartered Bank (Pakistan) Ltd. Points of interest • Standard Chartered is proud to be operating in Pakistan as the largest and oldest international bank since 1863. • 2013 marked Standard Chartered's 150th year of presence in the country. • Goal is Standard Chartered's leading education programme that provides financial literacy, life skills and employability training to low-income adolescent girls across its footprint. Since the launch of the programme in April 2016, the Bank has reached a total of 2447 beneficiaries in Pakistan. • As a result of our Seeing is Believing projects in Pakistan, we are attributed to decreasing avoidable blindness by 20 per cent across the country. We are the only corporate partner of the Government and play a pivotal role in the National Committee of Eye Health • A historic milestone was achieved in 2017 whereby the Bank's total assets crossed over PKR 500 billion. • The largest international Bank in Pakistan with 93 branches in 11 cities and a workforce of over 3000 employees. • Standard Chartered Pakistan is the first international bank to get an islamic Banking license and to open the first Islamic Banking branch in Pakistan. Strong recognition by our stakeholders Asia Money Awards - 2017 • "Best International Bank in Pakistan" Global Finance Awards 2016 - 2017 • Best Digital Islamic Bank Award for 2016 • Pakistan - Best Emerging Market Bank In Asia Pacific 2015 and 2016 • Best Consumer Digital Bank Award The Asset Triple A Treasury, Trade & Risk Management Awards 2016 • Best Treasury & Cash Management Bank • Best Working Capital & Trade Finance Bank • Best Structured Trade Finance Bank • Best e-Solutions and Technology Partner Bank Finance Asia Award for 2015 • "Best Foreign Bank in Pakistan" award 2015 Islamic Finance News (IFN) Awards for 2015 • Pakistan Deal of the year award for Standard Chartered Saadiq's USD 1 bn Sukuk issue Standard Chartered Bank (Pakistan) Limited Board of Directors 1M r. ran Anderson Bryden Mr. Shazad Dad a Mr. Mohamed Abdelbary Chairperson ortlie Boa rel Chief Executive Office DJreclor Director Member Board Audll Committee Mf3tllber Board HR & Rernunera tlon Comm itt Mr. Najarn I. Chaudhri1 Mrs. Spenta Kandawa Ila Mr. ParveziGhias Director rJJreclor Director Chalrperscm Board Audit Chairperson Board HR & Member Board Audit Committee Committee Remuneration Committee and Board HR & Remunerahon Committee Pakistan Executive Committee - 2017 MubbashirYasin I Naveed Qazi I Muslim Raza Zaheer Mehdi Khurran Khan I Majid Aziz I Azhar Aslam I Shahzad Salamullah I Asad Ali Shariff Standard Shezad Arif I Muhammad Umer I Adil Salahuddin I Sunil Kaushal Bill Winters Shazad Dada I Khadija Hashimi I Mujahid Zuberi I Arslan Nayeem Chartered Company Information Board of Directors Registered Office Mr. Ian Anderson Bryden Chairperson Standard Chartered Bank (Pakistan) Limited Mr. Shazad Dada Chief Executive Officer P.O. Box No. 5556, I.I. Chundrigar Road Mr. Najam I. Chaudhri Karachi 74000 Pakistan Mr. Parvez Ghias Tel: (021) 32450000 Mrs. Spenta Kandawalla Fax:(021) 32414914 Mr. Ferdinand Pieterse Mr. Mohamed Abdelbary Main Office Company Secretary Standard Chartered Bank (Pakistan) Limited P.O. Box No. 5556, I.I. Chundrigar Road Mr. Asif Iqbal Alam Karachi 74000 Pakistan Tel: (021) 32450000 Audit Committee Fax: (021) 32414914 Mr. Najam I. Chaudhri Chairperson Website Mr. Parvez Ghias Member Mr. Ferdinand Pieterse Member www.sc.com/pk Human Resource & Registrar and Share Transfer Office Remunermion Committee M/s Central Depository Company of Pakistan Limited Mrs. Spenta Kandawalla Chairperson (Share Registrar Department) Mr. Parvez Ghias Member CDC House, 99-8, Block B Mr. Mohamed Abdelbary Member SMCHS, Main Shahra-e-Faisal Karachi - 74400 Auditors Toll Free:0800 - CDCPL (23275) Fax: (021) 34326053 M/s KPMG Taseer Hadi & Co Email: [email protected] Chartered Accountants Legal Advisors HaidermotaBNR & Co Barristers at Law & Corporate Counselors Table of Contents Page Notice of Annual General Meeting 3 Chairman's Review 6 Directors' Report - English 7 Directors' Report - Urdu 11 Management's Statements on Internal Controls and Risk Management Framework 17 Report of Shari'ah Board - English 21 Report of Shari'ah Board - Urdu 24 Auditors' Review Report on Statement of Compliance with the Code of Corporate Governance 28 Statement of Compliance with the Code of Corporate Governance 29 Auditors' Report to the Members 33 Audited Financial Statements 34 Pattern of Shareholding 114 Form of Proxy 117 Disclosure on Complaint Handling 119 2 Standard Chartered Annual Report 2017 STANDARD CHARTERED BANK (PAKISTAN) LIMITED NOTICE OF ANNUAL GENERAL MEETING STANDARD CHARTERED BANK (PAKISTAN) LIMITED NOTICE OF ANNUAL GENERAL MEETING w((;)l;J�).... £'dJ.1�1.1k'' Notice is hereby given that the Twelfth Annual General Meeting - (�v!Jr�,.;1J�L1:J_,; of the shareholders of Standard Chartered Bank (Pakistan) Limited ("Bank") will be held on Monday, 09 April 2018 at 12:00 PM at the ICAP House, Institute of Chartered Accountants of ((;)gSjL�L(�)Ja)((;)l::fL)�JJ.1�J.1J:!-,Jf.::.....i:-�ll&'°1;;,,_,;)j,.. .. ., .. y ' • .. ' .. • Pakistan, Block 8, Clifton, Karachi, to transact the following ..!.,�J,�A.Ji,4:-12:00,r.;JJ•,6JJ.t.2018J{,09(1...filrJ,.;LJvl.)J,v� business: J.j (;l.1J,./..J: 1.f.�8J� ,(/J� ICAP,(;)L'.:J�..Ji ?J(I JJ.1f...J1 A. ORDINARY BUSINESS _(LfV�efJ iw( 1. To receive, consider and adopt the Audited Accounts J1w(J/(__;!1) of the Bank for the year ended 31 December 2017 along with the Directors' and Auditors' Reports thereon. (;)f.1JfL/J(1».JiL-4efJvJLLtJL.t1?"7h2017/231 -i -J:.h(.Jl.1Jl.1i.(.(;)i,J�J0Jt_.10J}-Jl!JIJ;f'JIJ.(. 2. To consider the appointment of external auditors namely M/s KPMG Taseer Hadi & Co., Chartered LL.t1J1Lur.)?;(,JJ.1fJf'�,jJ�jl:"KMPGJ/- -ii Accountants (who being eligible, have offered ;}-Ji JJ_,c. .1.,J;Jef 201 aJ 'f-LJJ.:;.,",;)JJ u.1,l.:::...A -:--r themselves for re-appointment), for the year 2018 and c to authorize the Chief Executive Officer and Chief �i.fD�.1J0i.tC[1�ef �LLJirL.(;)l.1Jl().1)! Financial Officer to negotiate and agree upon their bJ/.:::....().P W>.1JJ.1i.?.i:;J.1�I (L./ ,J.,} )},;P.1JI.::&.::-�/ remuneration subject to concurrence of the Board in { the subsequent meeting. _(y. 3. To consider and approve final cash dividend @ 10% (3 4:- J.1...1L:_if.!)....fil_ %oJ.f:t,£.:::... '"':"fJ;}f';1J ..Ji J.1i. -iii (i.e. Re. 1 per share) as recommended by the Board L�.:C1J1�• * 2011 Jv?.thP°.1J,j/J1J1Jt1;-o�C�y of Directors in addition to interim dividend of 7.5% -.::.....0J�Lt1;-olf.1J!7.5%LIJ already paid for the year 2017. ' J1w(if,R(":"') B. SPECIAL BUSINESS �1(fr.:1...Ji}.f.,iL-4efJvLtJL.t1?"7i2011/231 -iv 4. To approve the remuneration paid to the Independent 1 Non Executive Directors of the Bank for the year .1Jtu.P'J.2:..J1rL.:C,J1/;;f';,JtC[,dt.1�J;L-4dL ended 31 December 2017 in accordance with the J/.1}.i(:11}11Lw.,,f;,i!1 fJhiJ.1i}J.j,?)R',)--�(./I Articles of Association of the Bank and in that :thP°JIJ.11} connection to pass the following resolution, as ordinary resolution, with or without modification, addition or J.,�''{-1:):'�tuJdL�1(fr.:ui}.f., i'.fH.11}" deletion: (;)tL.J.1J.fj.,}(;;f';1J...JiJ.1i.LJ;,J)((;)L'.:JL)�J}.1�., .. ., "RESOLVED THAT the decision of the Board of &.'efJv LiJLY< f,2017 /231 /;/.A£1 Directors of Standard Chartered Bank (Pakistan) r Limited to pay a fee of Rs. 6,170,000 during the (f:.ji.:::.......;�JdgS;L�/LJJJlu!'-J.1. ... ., 6,170,000 year ended 31 December 2017 to the independent "_,:;_J�()J(5.1P°.1JI' non-executive members of the Board, in terms of . their discretion under the Articles of Association of the Bank, be and is hereby confirmed and LfJv,./..J,./..(1..!Lir',.;LJvvhdL134(3) �L2011d1f-{ approved by the shareholders." _.:;_.....(C.zJ'j(:I.JJY' - -J�J0 d lP().1J/? .:::...Jiw(if,RJIJ A statement of material facts under section 134 (3) of the Companies Act, 2017 relating to the aforesaid special business to be transacted in the said Annual General Meeting is appended below. C. OTHER BUSINESS 5. To transact any other business as may be placed before the meeting with the permission of the Chair. By Order of the Board (1.Jr,�i u1-xJf' Asif Iqbal Alam Company Secretary 2018 &,.1L19:�I) Karachi: 19 March 2018 3 NOTICE OF ANNUAL GENERAL MEETING Notes: 1. The Share Transfer Books of the Bank will remain closed from 02 April JJ!)J 2018 J.,/109.J'L.:..2018J.,/102vjC!'if iI'if ,.r'if ..£. :J; -1 201B to 09 April 201B (both days inclusive). Transfer received at the Share Registrar by the close of business on 30 March 201 B will be treated in time. L1,L.t1Jr'rh'7-.1J(Dl1LA,.1d2�; 8,u:,A30-J'i.J.i.1k.( (.;),iJ};, _LJ!�i!..1� .:::,,,0?1J 2. Only those persons whose names appear in the Register of Members of the Bank as at 30 March 2018 will be entitled to attend / participate in / vote at the Annual General Meeting, and be entitled to receive above stated ,s.,LiJ.t1'(;,.1Ji./.y. .1L(.;)1,/.L ....f./ 2018,&1.1L30(tL (;!- (.;)(,/,,....;.I" _2 cash dividend. _LiJ.t1J1L?..t:liJ.1,1.,,_,.:.-,,,L/4i.J.(i;i.J!J!,1,.;v1.-i.11 3. A member entitled to attend and vote at the above meeting is entitled to appoint another member as his/ her proxy to attend and vote instead of ,.;;{'i);,J,l/,j;,1 u"°...f� 1 J1 r.,,_,.:.-,wl L.J' 4i.J.i.f !J!,li..flr./....f1 _3 him/ her.