Annual Report 2015 This report has been prepared to assist shareholders to assess the Board’s strategies and their potential of success. The statements contained herein may include declarations of future expectations and other forward-looking statements that are based on management’s current views and assumptions. These involve risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Readers are advised not to place undue reliance on the forward-looking statements these statements rely on assumptions and hypotheses which inherently represent an accuracy risk. Actual results, performance and events may differ from those in such statements due to general evolution of economic, political and industry conditions, interest rate levels, currency exchange rates as well as changes in laws and regulations and the extent of competition and technological factors. In addition, MCB Group Limited does not undertake to update any forward-looking statement that may be made from time to time by the organisation or on its behalf. Dear Shareholder, The Directors of MCB Group Limited are pleased to present its Annual Report for the year ended 30 June 2015. The Annual Report was approved by the Board of Directors on 29 September 2015. J. Gérard HARDY Pierre Guy NOEL Chairperson Chief Executive MCB Group Limited Annual Report 2015 1 About this Annual Report 2 MCB Group Limited Annual Report 2015 Demonstrating our Value Creation MCB Group Limited (hereinafter referred to as ‘MCB Group Ltd’ or ‘Company’) embraces the principles of integrated reporting. Through the latter, the Group (with the term ‘Group’ signifying the consolidation of all the subsidiaries and associates of MCB Group Ltd) provides a clear and intelligible overview of its commitment to long-term value creation for the benefit of its multiple stakeholders. Besides, by providing transparent, comprehensive and balanced insights on the functioning and performance of our businesses, we ensure that readers of this report readily find the information that they are looking for. Scope and Materiality The report covers the period spanning 1 July 2014 to 30 June 2015. Wherever deemed relevant, the report also extends beyond the financial reporting boundary for a better understanding of the Group. Specifically, the report provides an overview and appraisal of the operating background, governance structure, inherent functioning, strategic and market positioning and achievements, as well as the financial performances and prospects of the subsidiaries and associates held by MCB Group Ltd. The nature and extent of information delivered depend on the significance of each entity to the Group. Thus, banking activities catered for in and from Mauritius and undertaken under the aegis of The Mauritius Commercial Bank Limited – with the appellation being interchanged with ‘MCB Ltd’, ‘MCB’ or the ‘Bank’ designation – are prominently covered throughout the report. Focus is laid, throughout the report, on initiatives and performance outcomes that are deemed to be material enough to notably impact our strategic realisations and stakeholders’ assessments of our ability to consistently meet their requirements. Responsibility and Assurance Due care has been taken to ensure that the contents of the report comply with the obligations and requirements falling under relevant laws, regulations, codes and standards of good practices. Specifically, the financial statements, which have been prepared in accordance with International Financial Reporting Standards (IFRS) and relevant regulatory requirements, have been externally verified by our auditors. MCB Group Limited Annual Report 2015 3 Contents 08 Highlights 16 Corporate Information Board of Directors and 26 Committees of the Board 28 Chairperson’s Statement 30 Chief Executive’s Statement Company Secretary’s Certificate 35 Statement of Compliance 4 MCB Group Limited Annual Report 2015 Risk Management Report 108 Risk Management Philosophy 110 Risk Management Framework 108 112 Positioning and Performance of the Group 117 Overview of Risk Management by Cluster 134 Financial Statements 228 2015 in Retrospect Administrative Information and Key Contact Information Corporate Governance Report 236 36 Introduction 37 Constitution of MCB Group Limited 36 38 Board Governance Structure 42 Directorate 49 Related Party Transactions 49 Directors of MCB Group Ltd Subsidiaries 52 Shareholder Relations and Information 56 MCB Group Ltd Floating Rate Subordinated Notes 57 Statement of Remuneration Philosophy 57 Group Employee Share Option Scheme (GESOS) 58 Auditors’ Fees and Fees for Other Services 59 Sustainability Reporting 67 Statement of Directors’ Responsibilities Business and Financial Review 70 70 Review of the Operating Environment 83 Group Financial Review MCB Group Limited Annual Report 2015 5 6 MCB Group Limited Annual Report 2015 Highlights and Corporate Information MCB Group Limited Annual Report 2015 7 Highlights +VSYT*MRERGMEP7YQQEV] Jun 15 Jun 14 Jun 13 Jun 12 Jun 11 Income Statement (Rs m) 3TIVEXMRKTVS½X 6,526 4,946 5,040 4,885 5,082 4VS½XEXXVMFYXEFPIXSSVHMREV]IUYMX]LSPHIVWSJXLITEVIRX 5,722 4,365 4,345 4,125 4,491 7XEXIQIRXWSJ½RERGMEPTSWMXMSR 6WQ 8SXEPEWWIXW 280,013 240,886 216,528 191,283 172,689 8SXEPPSERW RIX 167,181 154,471 150,604 138,125 122,129 8SXEPHITSWMXW 219,681 186,088 166,113 150,877 136,210 7YFSVHMREXIHPMEFMPMXMIW 5,556 5,409 - - 1,279 7LEVILSPHIVW JYRHW 35,933 30,968 28,506 25,315 23,729 4IVJSVQERGIVEXMSW 6IXYVRSREZIVEKIXSXEPEWWIXW 2.2 1.9 2.1 2.3 2.7 6IXYVRSREZIVEKIIUYMX] 17.1 14.7 16.1 16.8 20.4 0SERWXSHITSWMXWVEXMS 78.8 86.4 93.2 93.7 92.1 'SWXXSMRGSQIVEXMS 41.8 43.1 44.5 46.0 42.6 *MRERGMEPWSYRHRIWWVEXMSW 'ETMXEP VIWIVZIW8SXEPEWWIXW 12.8 12.9 13.2 13.2 13.7 &-7VMWOEHNYWXIHVEXMS 17.3 16.3 13.1 12.8 14.5 of which Tier 1 14.5 13.3 12.2 11.9 12.8 %WWIXUYEPMX] 2SRTIVJSVQMRKPSERW 6WQ 10,755 11,711 7,779 6,277 4,346 NPL ratio 6.2 7.3 5.0 4.4 3.4 %PPS[ERGIJSVPSERMQTEMVQIRXPSWWIW 6WQ 5,900 6,225 4,232 3,272 3,276 4VSZMWMSRGSZIVEKIVEXMS 54.9 53.1 54.4 52.1 75.4 Notes: M 4VSJSVQE½KYVIWLEZIFIIRYWIHMRVIWTIGXSJXLIMRGSQIWXEXIQIRXTVMSVXSERHXLI½RERGMEPTSWMXMSRWFIJSVIMRSVHIVXSKMZIETVSTIVYRHIVWXERHMRKERHGSQTEVEXMZIZMI[SJXLI+VSYTTIVJSVQERGISZIVXMQI MM 'ETMXEPEHIUYEG]VEXMSWJSVXLIPEWXX[S½RERGMEP]IEVWEVIFEWIHSR&EWIP---[MXLTVSJSVQE½KYVIWYWIHJSVJSVGEQTEVEXMZITYVTSWIW 8 MCB Group Limited Annual Report 2015 (YVMRK*=XLI+VSYTTSWXIHEWXVSRK½RERGMEPTIVJSVQERGIRSXEFP]PMROIHXS MXWHMZIVWM½IHQEVOIXTSWMXMSRMRK© Contribution to Group profit 31.1% 7.7% 6% 11 % Rs 5.7 bn 39% ATTRIBUTABLE OPERATING PROFIT INCOME 44% Earnings Rs bn Rs bn 5.7 13.2 Distribution of total assets 6% 7% 7.7% 18.1% 25% Rs 280 bn 62% GROSS LOANS DEPOSITS MCB Ltd - Segment A MCB Ltd - Segment B Rs173.1 bn Rs 219.7bn Foreign banking subsidiaries & associate Non-banking financial & Other investments Balance Sheet Note: Segment B refers to the provision of international financial services that give rise to foreign-sourced income while Segment A relates to locally-sourced earnings. ©XLYWHIPMZIVMRKWXVSRKERHWYWXEMREFPIVIXYVRWJSVMXWWLEVILSPHIVW 2.4% 31.1% 24.0% RETURN ON EARNINGS DIVIDEND EQUITY PER SHARE PER SHARE 17.1% Rs 24.04 Rs 8.00 Stock profile Stock MCB Group Limited Annual Report 2015 9 3YVTVSKVIWWMWERGLSVIHSREQFMXMSYWERHWIRWMFPIWXVEXIKMGMRXIRXW© During FY 2014/15, the Group made further headway in sharpening its local market footprint, broadening its international involvement and boosting its non-bank activities. Towards these ends, it further enriched its value proposition, reinforced the quality of its customer relationships, enhanced its risk management proficiencies, bolstered its internal capabilities, and attained higher operational efficiency levels. Strengthening foundations for market expansion and diversification • Elaboration, with the assistance of international consultants, of a Medium Term Growth Strategy by the Bank to underpin the materialisation of its business development aspirations • Consolidation of retail and corporate customer segments; widened base of foreign premium clients • Provision of the second edition of preferential credit facilities named ‘Green Loans’, pursuant to the new loan agreement signed with Agence Française de Développement • Further deployment of the Group’s ‘Bank of Banks’ initiative towards upholding its positioning as a regional platform for providing adapted solutions to banking peers • Opening of a Representative Office in Kenya by the Bank; increased activity on the African syndicated loan market and secondary market for purchase and sale of risks; enhanced appeal of the Bank as a privileged partner for asset-based structured trade finance • Reinforced market position of MCB Capital Markets Ltd in respect of corporate finance on the domestic scene and increasing focus being laid on tapping into opportunities in Africa • Continued build-up of assets under management by MCB Capital Markets Ltd • Further development of the business network of MCB Consulting Services Ltd • International Card Processing Services Ltd securing interesting partnerships with new banks in Africa and the Indian Ocean Our strategic realisations during FY 2014/15 and till date Our strategic realisations • Agreement signed with Société Générale for participation by the latter in the equity of MCB Moçambique 10 MCB Group Limited Annual Report 2015 Promotion of superior customer relationships and experiences • Improved specificities/functionalities of MCB’s retail offerings; active utilisation of the