Annual Report 2019
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OCBC WING HANG BANK ANNUAL REPORT 2019 REPORT ANNUAL Registered Office: 161 Queen’s Road Central, Hong Kong Annual Report Contents Page 2 Corporate Information 3 Report of the Directors 6 Corporate Governance Report 15 Independent Auditor’s Report 18 Consolidated Statement of Profit or Loss 19 Consolidated Statement of Comprehensive Income 21 Consolidated Statement of Financial Position 22 Consolidated Statement of Changes in Equity 23 Consolidated Cash Flow Statement 24 Notes to the Financial Statements 136 Unaudited Supplementary Financial Information 150 List of Branches OCBC WING HANG • Annual Report 2019 1 Corporate Information Board of Directors Remuneration Committee Chairman Mr OOI Sang Kuang Dr FUNG Yuk Bun Patrick JP Mr Samuel N TSIEN Mr TSE Hau Yin Aloysius Executive Director Mr NA Wu Beng (Chief Executive) Nomination Committee Mr OOI Sang Kuang Non-executive Directors Mr Samuel N TSIEN Mr SOON Tit Koon Mr TSE Hau Yin Aloysius Mr Samuel N TSIEN Independent Non-executive Directors Risk Management Committee Mr CHIM Wai Kin Mr CHIM Wai Kin Mr TSE Hau Yin Aloysius Mr OOI Sang Kuang Mr SOON Tit Koon Mr TSE Hau Yin Aloysius Audit Committee Company Secretary Mr LEUNG Chiu Wah Mr TSE Hau Yin Aloysius Mr CHIM Wai Kin Mr SOON Tit Koon Auditors KPMG Certified Public Accountants Registered Office 161 Queen’s Road Central, Hong Kong A subsidiary of Oversea-Chinese Banking Corporation Limited 2 OCBC WING HANG • Annual Report 2019 Report of the Directors The Directors of OCBC Wing Hang Bank Limited (the “Bank”) have pleasure in presenting their report together with the audited consolidated financial statements of the Bank and its subsidiaries (collectively the “Group”) for the year ended 31st December, 2019. Principal Place of Business The Bank is a licensed bank incorporated and domiciled in Hong Kong and has its registered office and principal place of business at 161 Queen’s Road Central, Hong Kong. Principal Activities The Group is engaged in commercial banking and related financial services. The analysis of the principal activities and geographical locations of operations of the Group during the year are set out in notes 16 and 31 to the financial statements. Results and Dividend The results of the Group for the year ended 31st December, 2019 and the state of affairs of the Group and the Bank as at 31st December, 2019 are set out in the financial statements on pages 18 to 135. During the financial year ended 31st December, 2019, the Board declared an interim dividend of HK$1.5 billion (2018: HK$1.5 billion) to the sole shareholder of the Bank. The directors did not recommend the payment of final dividend for the year ended 31st December, 2019 (2018: nil). Reserves Profit attributable to shareholder of HK$2,483 million (2018: HK$2,762 million) has been transferred to reserves. Details of the movements in reserves of the Group during the year are set out in the consolidated statement of changes in equity. Tangible Fixed Assets Details of the movements in tangible fixed assets of the Group during the year are set out in note 18 to the financial statements. Share Capital During the year, the Bank did not issue any ordinary shares (2018: nil). Details of the share capital are set out in note 27 to the financial statements. Charitable Donations During the year, the Group made donations for charitable and community purposes amounting to approximately HK$1.0 million (2018: HK$1.3 million). OCBC WING HANG • Annual Report 2019 3 Report of the Directors Directors The Directors of the Bank during the year and up to the date of this report are as follows: Chairman Dr FUNG Yuk Bun Patrick JP Executive Directors Mr NA Wu Beng (Chief Executive) Ms KNG Hwee Tin (resigned on 30th September, 2019) Non-executive Directors Mr SOON Tit Koon Mr Samuel N TSIEN Mr Frank John WANG (retired on 8th May, 2019) Independent Non-executive Directors Mr CHIM Wai Kin Mr OOI Sang Kuang Mr TSE Hau Yin Aloysius The List of Directors of the Bank’s subsidiaries is published on the website of the Bank (www.ocbcwhhk.com). In accordance with the Bank’s Articles of Association and the Tenure Policy, Mr SOON Tit Koon and Mr TSE Hau Yin Aloysius will retire from office at the coming Annual General Meeting (“AGM”). These directors being eligible, have offered themselves for re-election at the AGM. Other remaining Directors of the Bank will continue in office. No Director proposed for re-election at the forthcoming AGM has an unexpired service contract with the Bank which is not determinable by the Bank (or any of its subsidiaries) within one year without payment of compensation (other than statutory compensation). Certain directors of the Bank received remuneration from the holding company of the Bank, Oversea-Chinese Banking Corporation Limited (“OCBC”) and related corporations as directors or employees of those companies and were entitled to benefits under the OCBC Deferred Share Plan and/or OCBC Employee Share Purchase Plan (the “Share-Based Payment Schemes”) administered by OCBC. The Bank has ceased granting share options under the OCBC Share Option Scheme 2001 effective from financial year 2018 remuneration. During the year, Mr NA Wu Beng, Ms KNG Hwee Tin, Mr Frank John WANG and Mr Samuel N TSIEN were granted share awards under the Share-Based Payment Schemes for the prior performance year. Details of the Share-Based Payment Schemes are set out in note 34 of the financial statements. Apart from the above, at no time during the year was the Bank, or any of its subsidiaries a party to any arrangements to enable the Directors of the Bank to acquire benefits by means of the acquisition of shares in or debentures of the Bank or any other body corporate. 4 OCBC WING HANG • Annual Report 2019 Indemnity of Directors The Bank’s Articles of Association provide that the directors and officers are entitled to be indemnified out of the funds of the Bank against certain liabilities incurred by them, to the extent permitted by the Companies Ordinance. Directors & Officers Liability Insurance has been arranged to indemnify the directors and officers of the Bank and its subsidiaries. Directors’ interests in transactions, arrangements or contracts No contract of significance to which the Bank, or any of its holding company, subsidiaries or fellow subsidiaries was a party, and in which a director of the Bank had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year. Purchase, Sale or Redemption of the Bank’s Securities There was no purchase, sale or redemption by the Bank or any of its subsidiaries of the Bank’s securities during the year. Retirement Schemes Particulars of the retirement schemes of the Group are set out in note 34 to the financial statements. Corporate Governance The Bank’s corporate governance practices are set out in the Corporate Governance Report. Compliance with the Banking (Disclosure) Rules The financial statements for the year ended 31st December, 2019 comply fully with the applicable disclosure provisions of the Banking (Disclosure) Rules. Auditors The Board, on the recommendation from the Audit Committee, proposed to change the external auditors of the Bank for the year 2020. The proposed appointment shall be subject to approval by OCBC as the shareholder of the Bank at the coming AGM. KPMG will retire as external auditors with effect upon conclusion of the coming AGM of the Bank. On behalf of the Board FUNG Yuk Bun Patrick Chairman Hong Kong, 20th April, 2020 OCBC WING HANG • Annual Report 2019 5 Corporate Governance Report Corporate Governance Practices The Bank has complied with Supervisory Policy Manual CG-1 on Corporate Governance of Locally Incorporated Authorised Institutions (“CG-1”) issued by the Hong Kong Monetary Authority (“HKMA”) throughout the year ended 31st December, 2019. Board of Directors Board Composition Throughout the year, the Board maintained a balanced composition of Executive and Non-executive Directors, including Independent Non-executive Directors. As at the date of this report, the Board comprises seven members, of whom one is Executive Director. Amongst the six Non-executive Directors (including the Chairman), three are independent. The independent element on the Board is strong to facilitate independent judgement. Members of the Board are as follows: Chairman Dr FUNG Yuk Bun Patrick JP Executive Director Mr NA Wu Beng (Chief Executive) Non-executive Directors Mr SOON Tit Koon Mr Samuel N TSIEN Independent Non-executive Directors Mr CHIM Wai Kin Mr OOI Sang Kuang Mr TSE Hau Yin Aloysius All Directors have no relationship with each other. Each Director possesses skills and experiences appropriate to the business of the Group. The Bank appointed three Independent Non-executive Directors representing at least one-third of the Board in accordance with the requirements under CG-1. 6 OCBC WING HANG • Annual Report 2019 Directors’ Attendance at Board and Board Committee Meetings Attendance records of the Directors at meetings of the Board (“BM”), Audit Committee (“ACM”), Risk Management Committee (“RMCM”), Remuneration Committee (“RCM”) and Nomination Committee (“NCM”) held in 2019 are as follows: Number of meetings attended/held in 2019 Name of Director BM ACM RMCM RCM NCM Dr FUNG Yuk Bun Patrick 4/4 N/A N/A N/A N/A Mr NA Wu Beng 4/4 N/A N/A N/A N/A Mr Frank John WANG (Note 1) 2/2 N/A N/A N/A N/A Ms KNG Hwee Tin (Note 1) 3/3 N/A N/A N/A N/A Mr SOON Tit Koon 4/4 4/4 4/4 N/A N/A Mr Samuel N TSIEN 4/4 N/A N/A 1/1 2/2 Mr CHIM Wai Kin 4/4 4/4 4/4 N/A N/A Mr OOI Sang Kuang 4/4 N/A N/A 1/1 2/2 Mr TSE Hau Yin Aloysius 4/4 4/4 4/4 1/1 2/2 Note 1: Mr Frank John WANG retired and Ms KNG Hwee Tin resigned from the Board during the year.