2009 Annual Report, and in Note 62 to the Bank’S 2009 Financial Statements
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CONTENTS Corporate Profile 1 Results in Brief 2 Five-year Financial Summary 3 Major Milestones 4 Recognition 5 Chairman's Statement 7 Chief Executive's Report 9 Corporate Responsibility 14 Corporate Governance and Other Information 17 Management Discussion and Analysis - Business in Hong Kong 30 - Business on the Mainland 36 - Financial Review 39 Biographical Details of Directors 55 Biographical Details of Senior Management 64 Report of the Directors 68 2009 Financial Statements 76 Independent Auditor's Report 228 Supplementary Notes to the Financial Statements (unaudited) 229 Analysis of Shareholders 252 Subsidiaries 253 Corporate Information and Calendar 254 CORPORATE PROFILE Established in 1933, Hang Seng Bank is the largest Hong Kong-incorporated bank and among the 50 largest listed banks in the world in terms of market capitalisation (HK$220.6 billion as at the end of December 2009). In Hong Kong, we serve over one-third of the population through more than 220 service outlets, including 104 branches. We also maintain a branch in Shenzhen for foreign currency wholesale business, branches in Macau and Singapore, and representative offices in Xiamen and Taipei. Established in 2007, wholly owned mainland China subsidiary Hang Seng Bank (China) Limited operates a network of 37 outlets in Beijing, Shanghai, Guangzhou, Shenzhen, Dongguan, Fuzhou, Nanjing, Hangzhou, Ningbo, Tianjin, Kunming and Foshan. Hang Seng is a principal member of the HSBC Group, one of the world’s largest banking and financial services organisations. 1 RESULTS IN BRIEF 2009 2008 Change For the year HK$m HK$m % Operating profit excluding loan impairment charges and other credit risk provisions 14,136 16,501 -14.3 Operating profit 13,324 13,725 -2.9 Profit before tax 15,477 15,878 -2.5 Profit attributable to shareholders 13,221 14,099 -6.2 HK$ HK$ % Earnings per share 6.92 7.37 -6.1 Dividends per share 5.20 6.30 -17.5 At year-end HK$m HK$m % Shareholders' funds 58,224 51,626 12.8 Total assets 825,968 762,168 8.4 Ratios % % For the year Return on average shareholders' funds 24.6 26.0 Cost efficiency ratio 32.1 29.2 Average liquidity ratio 48.1 46.4 At year-end Capital adequacy ratio* 15.8 12.5 Core capital ratio* 12.8 9.5 * Capital ratios at 31 December 2009 were compiled in accordance with the Banking (Capital) Rules (the "Capital Rules") issued by the Hong Kong Monetary Authority ("HKMA") under section 98A of the Hong Kong Banking Ordinance for the implementation of Basel II, which came into effect on 1 January 2007. Having obtained approval from the HKMA to adopt the advanced internal ratings-based approach ("AIRB") to calculate the risk-weighted assets for credit risk from 1 January 2009, the Bank used the AIRB approach to calculate its credit risk exposure at 31 December 2009. The standardised (operational risk) approach and internal models approach were used to calculate its operational risk and market risk respectively. The capital adequacy ratio and core capital ratio at 31 December 2008 were calculated using the foundation internal ratings-based approach ("FIRB"). As there are differences between AIRB and FIRB approaches, the capital ratios of the two periods are not strictly comparable. The basis of consolidation for calculation of capital ratios under the Capital Rules follows the basis of consolidation for financial reporting with the exclusion of subsidiaries which are "regulated financial entities" (e.g. insurance and securities companies) as defined by the Capital Rules. Accordingly, the investment costs of these unconsolidated regulated financial entities are deducted from the capital base. 2 FIVE-YEAR FINANCIAL SUMMARY 2005 2006 2007 2008 2009 For the year HK$bn HK$bn HK$bn HK$bn HK$bn Operating profit 11.1 12.6 17.8 13.7 13.3 Profit before tax 13.4 14.4 21.5 15.9 15.5 Profit attributable to shareholders 11.3 12.0 18.2 14.1 13.2 At year-end HK$bn HK$bn HK$bn HK$bn HK$bn Shareholders' funds 42.6 47.0 56.5 51.6 58.2 Issued and paid up capital 9.6 9.6 9.6 9.6 9.6 Total assets 580.8 669.1 746.0 762.2 826.0 Per share HK$ HK$ HK$ HK$ HK$ Earnings per share 5.93 6.30 9.54 7.37 6.92 Dividends per share 5.20 5.20 6.30 6.30 5.20 Ratios %%%%% Post-tax return on average shareholders' funds 27.5 27.4 35.4 26.0 24.6 Post-tax return on average total assets 2.0 1.9 2.6 1.9 1.7 Capital adequacy ratio * 12.8 13.6 11.2 12.5 15.8 Core capital ratio * 10.4 10.7 8.4 9.5 12.8 Cost efficiency ratio 28.0 29.0 26.6 29.2 32.1 * Capital ratios at 31 December 2009 were compiled in accordance with the Banking (Capital) Rules ("the Capital Rules") issued by the Hong Kong Monetary Authority ("HKMA") under section 98A of the Hong Kong Banking Ordinance for the implementation of Basel II, which came into effect on 1 January 2007. Having obtained approval from the HKMA to adopt the advanced internal ratings-based approach ("AIRB") to calculate the risk- weighted assets for credit risk from 1 January 2009, the Bank used the AIRB approach to calculate its credit risk exposure at 31 December 2009. The standardised (operational risk) approach and internal models approach were used to calculate its operational risk and market risk respectively. The capital adequacy ratio and core capital ratio at 31 December 2008 were calculated using the foundation internal ratings-based approach ("FIRB"). As there are differences between AIRB and FIRB approaches, the capital ratios of the two periods are not strictly comparable. The basis of consolidation for calculation of capital ratios under the Capital Rules follows the basis of consolidation for financial reporting with the exclusion of subsidiaries which are "regulated financial entities" (e.g. insurance and securities companies) as defined by the Capital Rules. Accordingly, the investment costs of these unconsolidated regulated financial entities are deducted from the capital base. RESULTS TOTAL ASSETS AND PER SHARE EARNINGS SHAREHOLDERS' FUNDS AND DIVIDENDS HK$BN HK$BN IN PERCENTA GE HK$ 20 900 40 10.00 18 800 35 16 700 8.00 30 14 600 25 12 6.00 500 10 20 400 8 15 4.00 300 6 10 200 4 2.00 5 2 100 0 0 0 0.00 05 06 07 08 09 05 06 07 08 09 05 06 07 08 09 ATTRIBUTABLE PROFIT TOTAL ASSETS DIVIDENDS PER SHARE OPERATING PROFIT SHA REHOLDERS' FUNDS EA RNINGS PER SHA RE POST-TAX RETURN ON AVERAGE SHA REHOLDERS' FUNDS 3 MILESTONES January – March Hang Seng China launches renminbi debit cards Gongti North Road sub-branch in Beijing opens April – June Hang Seng opens Securities Select Customer Trading Centre Hang Seng holds Board of Directors meeting in Yantai July – September Two Hang Seng exchange-traded funds (ETFs) become first Hong Kong ETFs to be dual listed in Taiwan Hang Seng launches cross-border renminbi trade settlement and clearing services Nanshan Overseas Chinese Town sub-branch in Shenzhen opens Hang Seng China enters into export credit insurance agreements with China Export and Credit Insurance Corporation October – December Zhong Shan San Road sub-branch in Guangzhou opens Hang Seng China receives permission to open its first cross-city sub-branch in Foshan under CEPA VI 4 AWARDS Best Domestic Bank in Hong Kong Asiamoney Best Domestic Bank in Hong Kong (for 10th consecutive year) The Asset Best Retail Bank in Hong Kong and Excellence in Wealth Management Awards The Asian Banker Asia’s Best Personal Financial Services Bank 21st Century Business Herald No. 1 for Financial Reputation and for Corporate Reputation (Hong Kong) The Wall Street Journal Asia SME’s Best Partner Award Hong Kong Chamber of Small and Medium Business Best Fund (three funds managed by Hang Seng) Lipper Fund Awards Hong Kong Best Investor Relations Website/Webcasting (Hong Kong) IR Magazine Best Local Provider of Indexes in Asia (Hang Seng Indexes Company Ltd) AsianInvestor Excellence in Customer Experience Initiative in China Award (Hang Seng China) The Asian Banker Most Popular Foreign Bank and Best Wealth Management Bank Awards (Hang Seng China) 5th Beijing International Finance Expo Most Reliable Banking Brand for Wealth Management (Hang Seng China) Sohu.com No. 1 for Wealth Management Products Return (Hang Seng China) China Benefit Best Structured Financial Product (Hang Seng China – Equity-linked Investment Product ‘Daily Chance’ – Auto-callable) Moneyweek Best Structured Financial Product (Hang Seng China – Equity-linked Partially Capital Protected Investment Product ‘Easy Touch’ – Auto-callable) Shanghai Securities News 5 RATINGS Moody’s Investors Service Hang Seng Bank Long-term Bank Deposit (foreign currency) Aa2 Long-term Bank Deposit (local currency) Aa1 Short-term Bank Deposit (foreign currency) Prime-1 Short-term Bank Deposit (local currency) Prime-1 Subordinated Debt (foreign currency) Aa2 Subordinated Debt (local currency) Aa2 Bank Financial Strength B+ Outlook Positive Hang Seng Bank (China) Limited Long-term Bank Deposit (foreign currency) A1 Long-term Bank Deposit (local currency) A1 Short-term Bank Deposit (foreign currency) Prime-1 Short-term Bank Deposit (local currency) Prime-1 Bank Financial Strength D Outlook Stable Standard & Poor’s Hang Seng Bank Long-term Counterparty Credit (local currency) AA Long-term Counterparty Credit (foreign currency) AA Short-term Counterparty Credit (local currency) A-1+ Short-term Counterparty Credit (foreign currency) A-1+ Bank Fundamental Strength B+ Outlook Negative Hang Seng Bank (China) Limited Long-term Counterparty Credit (local currency) A+ Long-term Counterparty Credit (foreign currency) A+ Short-term Counterparty Credit (local currency) A-1 Short-term Counterparty Credit (foreign currency) A-1 Outlook Stable 6 CHAIRMAN’S STATEMENT The effects of the global financial crisis continued to dominate operating conditions in 2009.