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Annual Report for the Year Ended 30 June a a a a a Report This About the Annualfinancialstatements 19 annual report for the year ended 30 June A Overview of FirstRand Bank and analysis of financial about results (normalised) this report B The annual report covers the following: Summary risk and capital A overview of FirstRand Bank; management report A a detailed analysis of the bank’s normalised financial results, as the bank believes this most accurately reflects its economic performance (normalised results have been derived from the audited financial results); A a summary risk and capital management report; contents the audited annual financial statements; and C A A supplementary information. Annual financial statements A detailed description on the differences between normalised and IFRS results and a detailed reconciliation between normalised and IFRS results is provided on page A116 and pages A118 and A119. Jaco van Wyk, CA(SA), supervised the preparation of the annual financial statements. D Supplementary information 1929/001225/06 Certain entities within the FirstRand group are Authorised Financial Services and Credit Providers. This analysis is available on the group’s website: www.firstrand.co.za Email questions to [email protected] FIRSTRAND BANK LIMITED :: 01 :: A FirstRand Bank (FRB or the bank) is a wholly-owned subsidiary of FirstRand Limited (FirstRand or the group), which is listed on the Johannesburg Stock Exchange (JSE) and the Namibian Stock Exchange (NSX). The bank provides a comprehensive range of retail, commercial, corporate and investment banking services in South Africa and offers niche products in certain international markets. The bank has three major divisions, which are separately branded: First National Bank (FNB), Rand Merchant Bank (RMB) and WesBank. FCC represents group-wide functions. FRB has branches in London, India and Guernsey, and representative offices in Kenya, Angola and Shanghai. FIRSTRAND BANK LIMITED :: 03 A overview of firstrand bank and analysis of financial results overview of firstrand bank and analysis of financial results A05 Overview of FirstRand Bank A A12 Analysis of financial results – normalised FIRSTRAND BANK LIMITED :: 05 overview of firstrand bank A06 Simplified group and shareholding structure A07 About this report A08 Group vs bank A08 Foreign branches and representative offices A09 Corporate governance A11 Board of directors A :: 06 :: FIRSTRAND BANK LIMITED Simplified group and shareholding structure Remgro Limited RMH directors Royal Bafokeng Holdings (Pty) Ltd 3.9% 28.2% 6.2% 12.5% RMB Holdings Limited (RMH) 34.1% BEE partners 5.2% This report covers the results of FRB LISTED HOLDING COMPANY (FIRSTRAND LIMITED, JSE: FSR) 100% 100% 100% 100% 100% 100% FirstRand Bank FirstRand EMA FirstRand International FirstRand Investment FirstRand Investment FirstRand Insurance Limited (FRB) Holdings (Pty) Ltd Limited (Guernsey) Management Holdings (Pty) Ltd Holdings (Pty) Ltd Bond Code: FRII (FREMA) (FRI) Holdings Limited (FRIHL) UK banking and Investment SA banking Rest of Africa hard currency Insurance Other activities platform management First National Bank1 58% FirstRand Namibia 100% Aldermore 100% FirstRand Life 100% Ashburton Fund 98% RMB Private Group plc Assurance Managers Equity Holdings Rand Merchant Bank1 70% FNB Botswana 100% MotoNovo 100% FirstRand 100% FNB Investor 97% RMB Private Equity WesBank1 100% FNB Swaziland Finance** Short-Term Services 100% RMB Securities FirstRand Bank India2 Insurance Ltd 93% FNB Mozambique 100% RMB International 100% Ashburton 50% RMB Morgan FirstRand Bank London2 Mauritius 100% FirstRand Management 100% FNB Zambia Stanley FirstRand Bank Insurance Services Company (RF) 100% FNB Lesotho Company 100% RMB Investments Guernsey2,* 100% Ashburton 100% FNB Tanzania (FRISCOL) and Advisory FirstRand Bank Kenya3 Investments 100% First National International 100% RMB Australia 3 FirstRand Bank Angola Bank Ghana Holdings Holdings 3 FirstRand Bank Shanghai 100% RMB Nigeria 100% FNB CIS 100% FNB Stockbroking Management and Portfolio Company (RF) Management 100% Various general 81% MotoVantage partners# 100% FirstRand Securities 1. Division. * Trading as FNB Channel Islands. 2. Branch. ** Wholly-owned subsidiary of Aldermore Group plc. 3. Representative office. # Ashburton Investments has a number of general partners for fund seeding DirectAxis is a business unit of FirstRand Bank Limited. purposes. All of these entities fall under FirstRand Investment Management Holdings Limited. Structure shows effective consolidated shareholding For segmental analysis purposes entities included in FRIHL, FREMA, FRI, FirstRand Investment Management Holdings Limited and FirstRand Insurance Holdings (Pty) Ltd are reported as part of the results of the managing business (i.e. FNB, RMB, WesBank or FCC). The group’s securitisations and conduits are in FRIHL, FRI and FRB. FIRSTRAND BANK LIMITED :: 07 :: A About this report This report covers the audited financial results of the bank based on International Financial Reporting Standards (IFRS) for the year ended 30 June 2019. Section A of this report includes an overview of FirstRand Bank, including: A a simplified group and shareholding structure on page A06; A an overview of the group’s strategy on pages A22 and A23; A corporate governance on page A09; and A a detailed analysis of financial results for the year ended 30 June 2019. In the detailed financial analysis section of this report, the primary results and accompanying commentary are presented on a normalised basis as the bank believes this most accurately reflects its economic performance. The normalised results have been derived from the audited financial results. Refer to page A116 for a description of the difference between IFRS and normalised results. Detailed reconciliations of normalised to IFRS results are provided on pages A118 and A119. Jaco van Wyk, CA(SA), supervised the preparation of the financial statements. A summary risk and capital report is included in section B. The audited financial statements are contained in Section C and supplementary information in Section D. FirstRand Bank endorses and endeavours to adhere to the guidelines and principles of King IV. FirstRand Bank has applied the King IV principles as disclosed in the FirstRand annual integrated report. In accordance with Section 94(2)(b) of the Companies Act, the audit committee of FirstRand Limited performs the functions under the section on behalf of FirstRand Bank Limited. A :: 08 :: FIRSTRAND BANK LIMITED Group vs bank The graphic below illustrates the differences between the group and the bank from a geographical and activity perspective. FIRSTRAND GROUP Inside the bank Outside the bank Branches: Full service banking subsidiaries in: A London (including MotoNovo Finance back A Namibia book, refer to page A23 for more A Botswana information) A eSwatini A Guernsey A Lesotho A India A Zambia Representative offices: A Mozambique A Kenya A Tanzania A Angola A Ghana A Shanghai Corporate and investment banking Geographical presence subsidiary in: A Nigeria Specialist UK bank: A Aldermore (including MotoNovo Finance new book) A Banking in South Africa and in the A Banking in the subsidiaries outlined above branches outlined above A RMB’s private equity businesses Cross-border activities booked on FRB’s A A Insurance (life licence, short-term licence, balance sheet Activities MotoVantage and cell captives) A Insurance (commissions) A Asset management (Ashburton Investments) Foreign branches and representative offices The activities of the bank’s representative offices and branches are summarised below. Representative offices (managed by RMB): A Kenya: Focuses on the trade and investment hub of east Africa, with increasing flows from China and India. A Angola: Provides a platform in western Africa to identify investment banking opportunities across this region. A Shanghai: Facilitates trade flows between China and the African continent and supports ongoing investment and infrastructural development that China is able to provide. Branches: A London: Focuses on funding through capital and banking markets, with strong track record in arranging and distributing African-based debt instruments. A Guernsey: Primarily services high income and high net worth customers, providing the bank with hard-currency deposits, further enabling funding diversification to support hard-currency lending activities. A India: Focuses on corporate and investment banking (CIB) business, which services Indian clients active in the Indo-Africa corridor. The services offered range from advisory, financing, trade, debt capital markets and a global markets offering with a strong focus on commodities. FIRSTRAND BANK LIMITED :: 09 :: A Corporate governance COMPLIANCE STATEMENT Changes to the directorate are outlined below. FirstRand Bank Limited is a wholly-owned subsidiary of FirstRand Effective date Limited, which is a bank controlling company for the purposes of the Appointments South African Banks Act 1990. The governance structures for FirstRand Bank Limited were constituted at a FirstRand Limited level M Vilakazi COO and executive director 1 July 2018 in terms of authority received from the South African Registrar of LL von Zeuner Independent non-executive 1 February 2019 Banks. The directors of FirstRand Limited ensure compliance with all director relevant regulations including the South African Banks Act, South Change in designation African Companies Act, Basel Committee on Banking Supervision (BCBS) and Financial Stability Board requirements and other best JP Burger Non-executive director
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