Annual Report 2016
Annual Report 2016
Contents
www.heartland.co.nz
3
Heartland’s Performance
Heartland at a Glance in FY2016
Chairman and Chief Executive Officer's Report
Ko te Pūrongo a te Pou Whakahaere me te Tiamana
Our Company
Board of Directors
The Heartland Trust
Corporate Governance
Disclosure Statement1
Financial Statements
Auditor’s Report
Disclosures
Director Disclosures
Executive Remuneration
Shareholder Information
Other Information
Directory
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This Annual Report is signed on behalf of the Board of Heartland Bank Limited (Heartland)
by Geoffrey Ricketts, Chairman, and Jeffrey Greenslade, Chief Executive Officer.
Geoffrey Ricketts
Chairman
23 September 2016
Jeffrey Greenslade
Chief Executive Officer
23 September 2016
1 As a registered bank, Heartland is required to prepare quarterly Disclosure Statements. Heartland's financial statements for
the year ended 30 June 2016 (reporting period) are contained in its Disclosure Statement for the same reporting period.
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Heartland Bank Limited - Annual Report 2016
Heartland at a Glance in FY2016
11%
Increase on final
dividend for FY2015
Dividends
Final dividend to be paid
on 7 October 2016
5c PER
SHARE
Total
shareholder
return for
FY2016 22%
Total dividend of
8.5c
FOR
FY2016
Heartland at a Glance in FY2016
Heartland at a Glance in FY2016
www.heartland.co.nz
5
Net profit after tax
$54.2M
12.5% increase on FY2015
Strongest
interest
margin among
bank peers¹
.58%
as at 31 March 2016
Heartland Bank
Credit Rating
BBB
(stable)
Return on
equity of
11.1%
10.4% for FY2015
Earnings per
share
11c
10c for FY2015
Heartland is proud to be the first New Zealand
registered bank to be listed on the NZX Main Board
¹ See KPMG’s Financial Institutions Performance Survey March 2016 Quarterly Results
6
Heartland Bank Limited - Annual Report 2016
Chairman & Chief Executive Officer’s Report
Chairman & Chief
Executive Officer’s Report
It is our pleasure to report another successful
year for Heartland - not only a year of
continued receivables growth and increased
profitability - but also an historical year,
in which Heartland New Zealand Limited
and Heartland Bank Limited successfully
amalgamated to form the first New Zealand
registered bank to be listed on the NZX
Main Board.
Geoffrey Ricketts
Chairman
Heartland’s net profit after tax (NPAT) for the financial year ended
30 June 2016 (the 2016 Financial Year) was $54.2m, up $6m on
the previous financial year (the 2015 Financial Year). Earnings
translated to an average return on equity (ROE) of 11.1%, compared
to ROE of 10.4% for the 2015 Financial Year.
¹ Total shareholder return means share price appreciation plus dividends received.
² See KPMG’s Financial Institutions Performance Survey March 2016 Quarterly Results.
Heartland’s net tangible assets (NTA) increased from $420.3m to
$433.5m during the 2016 Financial Year. On a per share basis NTA
was $0.91 at 30 June 2016, compared with $0.89 at 30 June 2015.
Total shareholder return¹ for the 2016 Financial Year was 22%.
We were also pleased to note KPMG’s report², which confirmed
Heartland’s Net Interest Margin as the strongest among its
bank peers.
Dividend
The Board resolved to pay a fully imputed final dividend of 5.0
cents per share, on 7 October 2016, to shareholders on Heartland’s
register at 5.00pm on 23 September 2016. At 5.0 cents per share,
the dividend is an 11% increase on last year’s final dividend of 4.5
cents per share, which was paid on 2 October 2015.
On 5 April 2016, Heartland also paid an interim dividend of 3.5
cents per share, totalling $16,566,952. When added to that interim
dividend, the final dividend brings total dividends relating to the
2016 Financial Year to 8.5 cents per share, an increase of 13% on
total dividends relating to the 2015 Financial Year.
The Dividend Reinvestment Plan (DRP) was available and a discount
of 2.5% was applied. The last date of receipt for a participation
election from a shareholder who wished to participate in the DRP
was 23 September 2016. For the full information on the DRP, please
see Heartland’s Dividend Reinvestment Plan Offer Document dated 1
January 2016, which is available on our website.
Business Performance
All of Heartland’s core divisions - Business, Rural and Household
- performed well, and net finance receivables increased by 9%, to
$3.1b, during the 2016 Financial Year.
Business
The Business division’s net receivables increased by $95.0m, or
11.8%, to $898.8m. Receivables growth drove an increase in Net
Operating Income (NOI) for the division, up $2.2m on the 2015
Financial Year to $43.0m.
The Business division continued to develop its intermediary
distribution network, and focussed in particular on product offerings
to meet the needs of small to medium sized business customers.
The Open for Business online origination platform (for small
business loans) continued to be developed and improved, and
distribution was extended to intermediaries. The
Open for Business book grew to $11.2m, with growth accelerating
from April 2016 following a comprehensive upgrade of the platform.
Chairman & Chief Executive Officer’s Report
www.heartland.co.nz
7
Financial Performance at a Glance
Net interest income
Net other income
Net operating income*
Expenses
Profit before impairments
and tax
Impaired asset expense
Net profit before tax
Tax
Net profit after tax
(reported)
Cost to Income
Return on Equity
Earnings per Share
12 months
to June 2016
(NZ $m)
12 months
to June 2015
(NZ $m)
146.7
10.9
157.6
69.9
87.7
13.5
74.2
20.0
54.2
44%
11.1%
11c
134.4
10.5
144.9
68.4
76.5
12.1
64.4
16.2
48.2
47%
10.4%
10c
*Net operating income for FY2015 includes share of MARAC Insurance profit.
Net Finance Receivables
As at 30 June 2016
$2,607m
410
685
1,512
m
$
$2,862m
488
804
$3,114m
552
899
1,570
1,663
30 June 2014
30 June 2015
30 June 2016
Household
Business
Rural
Rural
Despite the challenging rural environment, the rural division
grew strongly, increasing net receivables by $64.8m, or
13.3%, to $552.5m. NOI was $26.3m, up $2.2m on the 2015
Financial Year.
Growth primarily came from the sheep and beef sector,
where Heartland utilised its livestock lending expertise
through both relationship and intermediated channels
to originate new business in term, working capital
and livestock finance.
Although Heartland's exposure to the dairy sector grew,
that exposure is still relatively small (at only 7% of the total
lending book at 30 June 2016) and the average loan to value
ratio (LVR) for Heartland’s dairy exposures is just 64%.
Despite the difficult circumstances facing the dairy industry,
Heartland continues to support existing clients – which was
the primary reason for the growth – and still has an appetite
for new business with sharemilkers and dairy farmers who
meet our lending criteria. Heartland has provided a buffer
against any continued rural downturn, particularly in the
dairy sector, by applying an additional collective provision.
Household
The Household division - which is made up of consumer,
reverse mortgages and non-core residential mortgages - had
another strong year, in which net receivables increased by
$92.1m, to $1.7b, and NOI increased by $9.5m, to $86.1m.
The consumer business – which includes motor vehicle
loans, personal loans and lending through the Harmoney
platform – grew strongly, achieving NOI of $59.2m (up 14.9%
on the 2015 Financial Year) and net receivables growth
of $85.8m, to $822.1m (up 11.7% on the 2015 Financial
Year). Growth in net receivables from motor vehicle loans
continued strongly, up 9.5% on the 2015 Financial Year to
$767.4m, and the personal loan book, although relatively
small, grew exponentially – net receivables were up 616.0%
on the 2015 Financial Year to $17.9m.
The performance of the reverse mortgage business, both
in New Zealand and Australia, was particularly pleasing,
with the size of the book increasing by $27.4m (8.2%) in
New Zealand and A$38.6m (10.3%) in Australia to a total of
$362.6m and A$413.5m respectively. After foreign exchange
translation, this amounted to total growth, in New Zealand
dollars, of $39.1m, and a total book size of $794.8m.
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Heartland Bank Limited - Annual Report 2016
Chairman & Chief Executive Officer’s Report
Strategic Focus
Heartland’s strategic focus continues to be to provide innovative
‘best or only’ banking products in niche markets. Going forward,
the aim is to deliver those products through ‘best or only’ channels,
tailored for each niche market, in particular:
• by providing a high touch, personal service to seniors (65
years+), a growing demographic with specific financial needs;
• by providing a frictionless digital experience to the emerging
‘millennial’ market, who value speed and ease; and
• by providing a fast and responsive service to the
neglected segment of the small business market, through
online origination for working capital and plant and
equipment finance.
With that focus in mind, our priorities are to enhance our digital
distribution, to expand our Australian operation, and (if the right
opportunity arises) to grow by acquisition.
Digital
Although we will continue to tailor each distribution channel to each
niche market, in the future ‘best or only’ channels will, increasingly,
be digital.
Digital channels have the power not only to extend our reach and
increase our scale, but also to streamline our processes and, most
importantly, to deliver a better, faster customer experience.
In April, we launched a comprehensive upgrade of Heartland’s
Open for Business online distribution platform, which allows SME
customers to apply for working capital or plant & equipment loans
in just a few minutes. Going forward, we aim to leverage that
technology by rolling-out the ‘Open for’ concept in other markets
and sectors.
Recognising the importance of strong technology platforms to
support our ambitions for growth, we are poised to transition to a
first-class core banking system, provided by technology innovators
Oracle, which will integrate and simplify our IT environment, reduce
costs, and further rationalise our processes.
Jeffrey Greenslade
Chief Executive Officer
fundamentals are compelling, and there is potential to secure a
market-leading position (such as through a unique relationship or
distribution capability). This could include an Australian Open for
Business platform, for example.
Acquisitions and Capital
At last year’s Annual Meeting, Heartland advised shareholders
of its intention to undertake a regulatory capital issue and to
subsequently undertake a return of capital. However, the Board
elected not to proceed with those transactions during the 2016
Financial Year, as we believe that continued volatility in the financial
markets since then has created, and continues to create,
acquisition opportunities.
Australia
This year, we have seen strong organic growth in our Australian
business, primarily as a result of expanding our Australian
intermediary distribution network. Looking forward, we aim to build
on that momentum by introducing other ‘best or only’ Heartland
banking products into the wider Australian market where the sector
Both in New Zealand and Australia, the potential for acquisitions
remains a key part of Heartland’s strategy. Heartland will pursue
an acquisition where it is value accretive, and where it delivers
access to innovation, compelling distribution capability or involves
products which are the same or similar to an existing
core competency.
Chairman & Chief Executive Officer’s Report
www.heartland.co.nz
9
Heartland has elected not to proceed with the regulatory capital
issue and return of capital in the 2016 Financial Year at this time.
It may still do so in the future should it be deemed appropriate.
Heartland continues to assess acquisition opportunities as they
arise, and to monitor its capital position.
Looking forward
Looking forward, Heartland expects underlying asset growth to
continue for the 2017 financial year, and we are projecting increased
volumes in each of the core divisions. We expect comparatively
faster growth in Heartland products which are distributed online
(personal loans and Open for Business loans), given their modest
size currently and the size of the market opportunity available.
Heartland expects its NPAT for the year ended 30 June 2017 to
be in the range of $57m to $60m, and, for the reasons above, we
believe we are well-placed to meet that target. This guidance range
does not take into account the impact of any potential capital
management initiatives or acquisitions.
Geoffrey Ricketts
Chairman of the Board
Jeffrey Greenslade
Chief Executive Officer
Net profit after tax
12 months to 30 June 2016
$54.2m
12.5% from FY2015
Net operating income
12 months to 30 June 2016
$157.6m
9% from FY2015
Net finance receivables
As at 30 June 2016
$3.1bn
$251.9m from 30 June 2015
Return on Equity
As at 30 June 2016
11.1%
from 10.4% as at 30 June 2015
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Heartland Bank Limited - Annual Report 2016
Ko te Pūrongo a te Pou Whakahaere me te Tiamana
Ko te Pūrongo a te Pou
Whakahaere me te Tiamana
(Chairman & Chief Executive Officer’s Report)
E hīkaka nei māua ki te pūrongorongo atu i te
angitū o tētehi anō tau mō Heartland Bank
Limited – ehara i te mea mō te kaha piki haere
o ngā kaute nama me ngā hua – heoi he tau
whakahirahira i hono tahi ai a Heartland New
Zealand Limited me Heartland Bank Limited
ki te whakatū i te pēke tuatahi o Aotearoa kua
whakarārangihia i te Poari Matua o NZX.
Ko te $54.2 miriona te whiwhinga pūtea kua tangoihia kētia te tāke
i te tau pūtea i mutu ai i te 30 o Pipiri, 2016 (te Tau Pūtea o 2016).
He $6 miriona te pikinga i tēnā o te tau pūtea o mua (i te Tau Pūtea
o 2015). Nā ngā pūtea utunga te ROE i huri ai ki te 11.1%, he pikinga
mai i te 10.4% i te Tau Pūtea o 2015.
I eke ngā rawa tūturu o Heartland i te $420.3 miriona ki te $433.5
miriona i te Tau Pūtea o 2016. Kia tirohia ake ia hea, $0.91 te nui o
ngā rawa tūturu i te 30 o Pipiri, 2016, tēnā i te $0.89 i te 30 o
Pipiri, 2015.
I muri i te tangohanga o te tāke i piki ai ngā hua tūturu a Heartland
i te $420.3 miriona ki te $433.5 miriona i Te Tau Pūtea o 2016. Nā
konā, ko ia wāhi i ōrite ai ki te $0.91 i te 30 o Pipiri, 2016, he mea
whakataurite ki te $0.89 i te 30 o Pipiri, 2015.
Ko te 22% te nui o te pūtea i whiwhi ai ngā kaiwhaipānga mō te Tau
Pūtea o 2016.
I harikoa hoki māua i ngā kōrero i te pūrongo a KPMG mō te utu
huamoni i ahu mai i a Heartland me tērā i tukuna ai ki ngā kaitaupua
pūtea e mea ana ko tērā te mea kaha o ngā kaiwhakataetae katoa.
Hua Moni
I te 5 karaka, i te ahiahi o te 23 o Mahuru, 2016, e 5.0 hēneti mō ia
hea te nui o te hua moni whakamutunga i utua ai e te Poari ki ngā
kaiwhaipānga i runga i te rēhita a Heartland. He 11% pikinga tēnei
i te hua moni whakamutunga e 4.5 mō ia hea o te tau kua mahue
ake nei.
I te 5 o Paengawhāwhā, 2016, he mea utu hoki e Heartland tētehi
pūtea whiwhi taurewa, 3.5 hēneti mō ia hea, $16, 566, 952 te nui. I te
otinga atu, he pikinga 13% ki te 8.5 hēneti mō ia hea te katoa o ngā
hua moni mō te Tau Pūtea 2015.
I wātea te Rautaki Pūtea Haumi Hua Moni, ka mutu, he mea
whakahekenga te utu o te 2.5%. Ko te 18 o Mahuru, 2015 te rangi
whakamutunga i aro ai a Heartland ki te kōwhiringa whakauru mō
te hunga kaiwhaipānga i pīrangi kia whai wāhi atu i roto i te Rautaki
Pūtea Haumi Hua Moni. E kite ai koe i ngā mokamoka katoa mō
te Rautaki Pūtea Haumi Hua Moni, tēnā, tirohia te tāpaetanga o
roto i te rautaki rā i tā mātau paetukutuku, i tāpirihia atu ai i te 1 o
Kohitātea, 2016.
Ngā Whakatutukinga o te Pakihi
I whai hua katoa ngā wāhanga matua o te pakihi – Pakihi mai,
Taiwhenua mai, Whare mai, katoa ēnei i tino eke, ā, e 9% te pikinga
o ngā kaute nama pūtea ki te $3.1 piriona, i te Tau Pūtea o 2016.
Pakihi
I piki ngā pūtea kaute nama o ngā wāhanga Pakihi i te $95 miriona,
i te 11.8% rānei ki te $898.8 miriona. $2.2 miriona te pikinga o ngā
kaute nama ki te $43.0 miriona i roto i te wāhanga Pūtea Whiwhi
Whakahaere Whare i te Tau Pūtea o 2015.
He rite tonu te whakawhanake a te wāhanga Pakihi i tana rangapū
rotanga kaiwhakarite. I arotahi te wāhanga rā ki ngā whakaputanga
e ngata ai te hiahia o ngā kaihoko pakihi iti me ngā kaihoko pakihi
wawaenga. I whakawhanaketia tonutia te tūāpapa taketake ipurangi
o Open for Business (mō ngā pūtea taurewa pakihi iti), ā, ko ngā
kaiwhakarite hoki i whai wāhi ai ki ngā ratonga. I eke te pukapuka
e kīia nei ko Open for Business ki te $11.2 miriona, he nui ake
tēnā i te marama o Paengawhāwhā, 2016 whai muri i tonu iho i te
whakahoutanga mai o te tūāpapa.
Taiwhenua
Hāunga ngā piki me ngā heke o te taiao taiwhenua, i kaha tonu te
pikinga o tēnei wāhanga i ngā kaute nama pūtea i te $64.8 miriona, i
te 13.3% rānei ki te $552.5 miriona. $2.2 miriona te pikinga o te Pūtea
Whiwhi Whakahaere Whare i te $26.3 miriona i te Tau Pūtea o 2015.
Ko te Pūrongo a te Pou Whakahaere me te Tiamana
www.heartland.co.nz
www.heartland.co.nz
11
11
Nā te wāhanga hipi me te wāhanga kau i tino eke ai tēnei wāhanga. I
whakamahi a Heartland i ōna pūkenga nama kararehe mā roto atu i
ōna pānga ki te whakatakune i ngā pakihi hou, i te haupū rawa me te
pūtea kararehe.
Ahakoa i hau te rongo o te whare kau a Heartland, he iti tonu tērā
(e 7% noa iho o te puka nama i te 30 o Pipiri, 2016), ā, 64% noa iho
te toharite o te nama taurewa ki te wāriu o te hau o te putanga o te
whare kau a Heartland. Ahakoa ēnei āhuatanga uaua kei te aroaro
o te ahumahi whare kau, ka tautokona tonutia e Heartland ana
kiritaki. Koinā pū i piki ai tēnei wāhanga, ka mutu, kua hiahia tonu
ki te āwhina i ngā pakihi iti e whai wāhi ai ngā kaipāmu e tutuki ai i a
rātau ngā paearu hoatu taurewa. Kua tāpirihia tētehi whakaritenga e
tauārai ai a Heartland ki ngā paheketanga ohaoha taiwhenua i roto i
te wāhanga whare kau.
Whare
Ko te kiritaki, ko te mōkete hurikōaro me te mōkete tāone hauiti ngā
tino o te wāhanga Whare. I eke anō ngā mahi hokohoko i te tau nei,
$92.1 miriona te nui o te pikinga ki te $1.7 piriona, ā, $9.5 miriona te
pikinga o te Pūtea Whiwhi Whakahaere Whare ki te $86.1 miriona.
Ko te taurewa waka, ko te taurewa whaiaro, me te taurewa mā roto
i a Harmony ngā wāhanga o te pakihi kiritaki i kaha eke i te tau nei
ki te $59.2 miriona (he 14.9% pikinga mai i te Tau Pūtea o 2015), ā,
$85.8 miriona te pikinga o te kaute nama ki te $822.1 miriona (he
11.7% pikinga mai i te Tau Pūtea o 2015). I kaha piki tonu ngā kaute
nama o ngā taurewa waka, he 9.5% pikinga ki te 767.4 miriona i te
Tau Pūtea o 2015. Ahakoa te iti o te puka taurewa whaiaro, i piki
hoki tērā ki te $17.9 miriona, he 616.0% pikinga tēnā i te Tau Pūtea
o 2015.
I pai te wāhi ki te pakihi mōkete kōaro i Aotearoa me Ahitereiria.
He pikinga $27.4 miriona (8.2%) i Aotearoa, ā, he pikinga A$38.6
miriona (10.3%) i Ahitereiria. Ko te $362.6 miriona te katoa o te
tatau o roto o Aotearoa, ā, ko te A$413.5 miriona i Ahitereiria. Hei
whaiwhai noa ake i ngā kurutete whakawhiti tauiwi, he $39.1 miriona
pikinga tēnei ki te $794.8 miriona i te tāra o Aotearoa.
Te Aronga Rautaki
Ko te rato i te tino o ngā hua pēke i roto i te mākete tonu te rautaki
e whāia nei e Heartland. Ā haere ake nei, e tutuki ai te whāinga, mā
ngā tino huarahi, mā te huarahi kotahi anake rānei ēnei hua e tukua
ai, e hāngai tonu ana ki ia mākete pēnei i ēnei e whai iho nei:
• mā te whakarato i tētehi whakaritenga kounga ki ngā kaumātua
(65 tau te pakeke nuku atu rānei), he tatauranga iwi e tupu
haere ana, he maha hoki ōna hiahia pūtea motuhake;
• mā te whakarato i tētehi wheako mati ngāwari noa nei ki te
mākete o anamata e ngākau nui ana ki te wāriu me te tere; ā,
• mā te whakarato i tētehi ratonga tere ki te wāhanga
iwikoretanga o te mākete pakihi iti, mā roto atu i te
pūtaketanga o te ipurangi mō te pūtea tōpū mahi me te rawa
ahumahi, mō te pūtea taputapu hoki.
Ko te whakapai i ngā whakaratonga mati tā mātau e aro nei e
whakanui ake ai i ā Ahitereiria whakahaere, ā, kia eke hoki ki
taumata kē atu mehemea e taea ana.
Mati
Ahakoa ka whakahāngai tonu mātau i ngā huarahi whakaratonga ki
ia mākete, ā haere ake nei ka mati haere ngā huarahi ‘best or only’
Ehara i te mea ka taea e ngā huarahi mati te toro atu ki tēnā, ki
tēnā anake, heoi mā tēnei hoki e whakahou ā mātau tukanga, e
whakatere ai, e whakapai ake ai hoki i te wheako o te kiritaki.
Nō te marama o Paengawhāwhā, i whakarewahia ai te
whakahoutanga mai o te tūāpapa whakaratonga ipurangi a
Heartland e kīia nei ko ‘Open for Business’ e āhei ai ngā kiritaki SME
ki te tono mō te pūtea tōpū mahi, mō ngā taurewa rawa ahumahi,
taputapu rānei i ngā miniti torutoru noa iho. Ā haere ake nei, e mea
ana mātau ki te whakahaere i tērā hangarau mā te momo ariā e kīia
nei ko ‘Open for’ i ētehi atu mākete me ētehi atu wāhanga.
Mā te mōhio ki ngā tino tūāpapa hangarau ki te tautoko i ō mātau
tūmanako kia tupu haere e rite ai mātau ki te whakawhiti atu ki
tētehi pūnaha pēke kounga i raro i a Oracle e whakakotahi ai, e
whakangāwari ai i te taiao hangarau me te utu, e whai take hoki ai ā
mātau tukanga.
12
Heartland Bank Limited - Annual Report 2016
Ko te Pūrongo a te Pou Whakahaere me te Tiamana
Te Anga Whakamua
Ka anga whakamua tonu te pūtaketanga o te whakatupu rawa ā te
Tau Pūtea o 2017, ā, e whakarite ana hoki mātau i te pikinga o ngā
rahi i roto i ngā wāhanga matua. Ki tā mātau nei titiro, ka tere piki
ngā hua o Heartland e tukuna ana mā te ipurangi (ko ngā taurewa
whaiaro me ngā taurewa ‘Open for Business’), i runga hoki i te
mōhio ki te rahi o mohoa noa nei me te rahi o te āheinga mākete e
wātea ana.
E mea ana a Heartland ka eke te whiwhinga pūtea kua tangoihia
kētia te tāke mai i te $57 miriona ki te $60 miriona ā te tau e mutu
ai ā te 30 o Pipiri, 2017, ka mutu, e mōhio nei mātau ka tutuki tērā.
Kāore ēnei kōrero e whaiwhakaaro ake ana ki ngā mea pēnei i ngā
whakaritenga whakahaere pūtea tōpū me ētehi atu whakaritenga.
Geoffrey Ricketts
Tiamana o te Poari
Jeffrey Greenslade
Pou Whakahaere
Ahitereiria
I tēnei tau, kua kite nei mātau i te pikinga haeretanga o ngā
whaiwaro i roto i ngā pakihi o Ahitereiria, he hua tēnei kua puta i
te whakarahinga haeretanga o ngā hononga whakaratonga waenga
o Ahitereiria. Mō te anamata, e anga whakamua ai ka arotahi tonu
ki te whakauru i ētehi atu hua pēke o Heartland e hāngai ana ki te
‘best or only’ ki te mākete huri noa i Ahitereiria i ngā wāhi e mōhio
nei mātau e eke ana ngā takenga o te wāhanga nei, ka mutu, mā
te whanaungatanga ahurei, mā te āheinga o te whakaratonga
rānei pēnei i te pitomata kia mau tonu ki te tūranga tuatahi o te
ao mākete. Ko te ‘Open plan for Business’ o Ahitereiria pea ka
whakaurungia atu.
Ngā tangohanga me te Haupū Rawa
I te hui ā-tau i tērā tau, i whakamōhio atu a Heartland ki ana
kaiwhaipānga mō tana hiahia kia tīmata i tētehi take haupū rawa
mana whakahaere me tētehi utunga ki ngā kaiwhaipānga. Heoi,
kāore te Poari i whakaae kia kōkirihia ērā whakaaro i te Tau Pūtea o
2016 i runga tonu i te matawhawhatitanga o ngā mākete pūtea i tērā
wā kua whai atu, e whai wāhi tonu nei ngā tangohanga.
He nui tonu te wāhi ki ngā tangohanga i roto i te rautaki a Heartland
huri noa i Aotearoa me Ahitereiria. Ka whai a Heartland i tētehi
tangohanga e whai wāhi atu ai tētehi ki te auahatanga, ki te āheinga
whakaratonga, ki ngā hua e rite ana ki ngā pūkenga matua onāianei.
Kua oti kē i a Heartland te whakatau kia kaua e koke whakamua
me ngā take haupū rawa mana whakahaere me te utunga ki ngā
kaiwhaipānga i te Tau Pūtea o 2016 i tēnei wā, heoi, ki te kitea he
hua, hei ā taihoa ake nei pea tēnei kaupapa kōkirihia ai. Kia ara ake
he āheinga tangohanga, ka tirohia tērā e Heartland me tana tūranga
matua hoki.
Heartland's Strategic focus
www.heartland.co.nz
13
Heartland's
focus
To provide innovative 'best or only' banking products in
niche markets that are under-serviced by the major banks.
Our markets
Emerging
A frictionless
digital experience to the
emerging millennial
market, who value
speed and ease.
Growing
High touch personal
service to seniors (65+)
which is a growing
demographic with
specific financial
needs.
Neglected
A fast and responsive
online service to the
neglected segment
of the small
business market.
14
Heartland Bank Limited - Annual Report 2016
Heartland's People
Heartland's
People
Chris Cowell.
Todd Somerville, Sarah Selwood and Richard Lorraway.
Jeff Greenslade and Chris Flood.
Heartland's People
www.heartland.co.nz
15
Simon Owen.
Sarah Smith, Michael Drumm
and Shannon Beech.
Lydia Zulkifli, Joshua Williams
and Andrew Dixson.
Joan Scott.
Michael Drumm.
Darryl Harnett.
Ben Russell.
16
Heartland Bank Limited - Annual Report 2016
The Board of Directors
Board ofDirectors
As at the date of this Annual Report, the directors of Heartland are as follows:
Jeffrey Greenslade
LLB
Chief Executive Officer
– Appointed 30 September 2010
Jeff has over 20 years’ experience as a senior banking executive, including with the ANZ National Banking
Group, where he last held the position of Managing Director of Corporate and Commercial Banking.
From February 2006 until February 2008 he spent time on the board of UDC Finance Limited. Jeff has
also held a number of senior positions in the Institutional and Capital Markets areas of The National Bank
of New Zealand and its subsidiary, Southpac.
Jeff is responsible for the strategic and operational management of Heartland. He joined Heartland as
Chief Executive Officer of MARAC Finance Limited in 2009.
John Harvey
BCom, CA
Director
– Appointed 31 December 2015¹
John has considerable financial services experience and 36 years in the professional services
industry, including 23 years as a partner of PricewaterhouseCoopers. Since his retirement from
PricewaterhouseCoopers in 2009, John has pursued a career as an independent director of a number
of companies, including Port Otago Limited, Balance Agri-Nutrients Limited, NZX listed Stride Property
Limited and NZX/ASX listed Kathmandu Holdings Limited. He is also chairman of NZ Opera Limited.
Bruce Irvine
BCom, LLB, FCA, CFInstD, FNZIM
Director – Appointed 31 December 2015¹
Bruce is a chartered accountant and was admitted into the Christchurch partnership of Deloitte in 1988.
He was Managing Partner from 1995 to 2007 before his retirement from Deloitte in May 2008 to pursue
his career as an independent director. Bruce is also Chairman of Christchurch City Holdings Limited, and
a director of several public and private companies, including House of Travel Holdings Limited, Market
Gardeners Limited, PGG Wrightson Limited, Rakon Limited, Scenic Circle Hotels Limited and Skope
Industries Limited.
Bruce is involved in a voluntary capacity as a trustee of Christchurch Symphony.
¹ Note that John Harvey and Bruce Irvine were directors of Heartland Bank Limited prior to the amalgamation with Heartland New Zealand Limited on 31 December 2015 and became
directors of Heartland New Zealand Limited on amalgamation (renamed Heartland Bank Limited).
For a full list of each director’s other directorships, please refer to the Disclosure Statement.
The Board of Directors
www.heartland.co.nz
17
Graham Kennedy
J.P., BCom, FCA, ACIS, ACIM, CFInstD
Director – Appointed 30 September 2010
Graham has over 40 years’ experience as a chartered accountant and business advisor. He is now an
independent professional director and Chairman of a number of private companies, providing him
with governance experience across a diverse range of business sectors including property, tourism,
agribusiness, transport, construction and professional services.
Graham is also actively involved, at a governance level, in a variety of community-based
charitable organisations.
Sir Christopher Mace KNZM
CM Inst D
Director – Appointed 30 September 2010
Sir Chris is an Auckland based company director with experience in the New Zealand and Australian
business environment.
He is Chairman of the Crown Research Institute, The National Institute of Water and Atmospheric
Research (NIWA) and a Commissioner of the Tertiary Education Commission. He is also a board member
of the New Zealand Initiative and continues as a director and/or investor in a number of companies.
In June 2016 he was appointed as a Knight Companion of the New Zealand Order of Merit for services to
science and education and in 2005 was made a CNZM for services to Antarctica and the community. He
was inducted into the Business Hall of Fame in 2015 and was the 2011 Maori Business Leader of the Year.
Geoffrey T Ricketts CNZM
LLB (Hons), LLD (honoris causa), CFInstD
Chairman
– Appointed 30 September 2010
Geoff has extensive experience in New Zealand and Australia as a commercial lawyer, company director
and investor.
He is Chairman of The Todd Corporation Limited, Vero Insurance New Zealand Limited, and a director of
Suncorp Group Limited, and a number of private companies. He was formerly Chairman of Lion Nathan Limited.
Geoff is also Chairman of The University of Auckland Foundation.
Gregory Tomlinson
AME
Director – Appointed 18 March 2013
Greg is a Christchurch based businessman and investor with 40 years’ experience owning, managing
and building businesses. An early pioneer of the mussel industry of Marlborough, he has established
Impact Capital with active investments in the aged care, animal pharmaceutical, finance and wine
sectors. Greg and his wife Jill support a variety of charities in New Zealand and abroad.
18
Heartland Bank Limited - Annual Report 2016
The Heartland Trust
TheHeartland
Trust
Every year The Heartland Trust supports organisations, clubs and schools
across the country that are dedicated to helping young New Zealanders
unlock their true potential.
As these examples from the past year show, that potential could be on the
sports field, on the stage, or through academic opportunities that might
otherwise be out of reach.
Tangaroa College Rugby
The Heartland Trust is closely involved with First XV rugby in schools
around the country, helping to fund playing kit and
training equipment.
One of those schools is Tangaroa College in Otara, where the roll is 75
per cent Pasifika and 20 per cent Maori, with Palagi and Asian students
making up the rest.
It’s a school that takes its rugby seriously, and we are delighted to have
the Heartland name on the front of the jerseys.
A recent Metro magazine article on the school said this: “Tangaroa
College is a success story. They’re proud of what they do there, and
you don’t have to spend long, with teachers or students, to
see that.”
Photo credit: Courtesy of Metro Magazine/Simon Young Photographer.
The Heartland Trust
www.heartland.co.nz
19
Schools Music
Festival
Around 500 young singers from 15 Mid
Canterbury primary schools performed
over three nights in the annual Heartland
Bank Schools Music Festival in Ashburton.
Heartland has sponsored the popular event
for more than 20 years, and Ashburton
branch manager Andrew Wilson says it fits
perfectly with the bank’s local focus.
“All around the country, Heartland
is committed to giving back to the
communities that support us. A festival like
this, which brings together family, friends
and the wider community, is a great way to
do it”.
King’s College
Scholarships
Heartland has for several years funded
full scholarships for high-achieving boys
to attend King’s College in Auckland.
This year we are proud to have added
two scholarships for outstanding female
students as well.
Heartland’s chief executive, Jeff
Greenslade, says the purpose of the
scholarships is: “to create opportunities
for talented young students to benefit
from a first class education that would
otherwise be out of reach to them.”
Scholarship recipients August Wairau and Cora Prime.
20
Heartland Bank Limited - Annual Report 2016
Corporate Governance
The Board and management of Heartland are
committed to ensuring that Heartland maintains
corporate governance practices in line with current
best practice.
Codes of Conduct
Heartland’s Code of Conduct and Directors’ Code of Conduct set
out the ethical and behavioural standards expected of Heartland’s
directors and employees. The Codes of Conduct are available on
Heartland’s website.
The Board has established policies and protocols which comply
with the corporate governance requirements of the NZX Main Board
Listing Rules and which are consistent with the principles contained
in the NZX Corporate Governance Best Practice Code.
This governance statement outlines the main corporate governance
practices applied by Heartland as at 30 June 2016. During the year
the Board reviewed and assessed Heartland’s governance structure
to confirm that its governance practices are consistent with
best practice. The Board considers it has complied with the NZX
Corporate Governance Best Practice Code for the year ended
30 June 2016.
This section of the Annual Report reflects Heartland’s compliance
with the guidelines set out in the Financial Markets Authority’s
handbook Corporate Governance in New Zealand Principles
and Guidelines.
Heartland’s Constitution, Board and Board Committee charters and
key governance codes and policies are available on Heartland’s
website, www.heartland.co.nz.
Principle 1 – Ethical Standards
Directors set high standards of ethical behaviour, model this
behaviour, and hold management accountable for delivering these
standards throughout the organisation.
Heartland expects its directors and staff to act honestly and in good
faith, and in the best interests of Heartland at all times. They must
act with the care, diligence and skill expected of a director or staff
member of a registered bank which issues securities and accepts
funds from the general public, and has its shares publicly traded on
the NZX Main Board.
Directors and staff are required to act honestly and fairly in all
dealings with Heartland’s shareholders, customers, investors and
service providers.
Each director and staff member has an obligation, at all times, to
comply with the spirit as well as the letter of the law, to comply
with the principles of Heartland’s Code of Conduct, the Directors’
Code of Conduct and Heartland’s Constitution, and to exhibit a high
standard of ethical behaviour.
Insider Trading Policy
The Board continually assesses whether any matters under
consideration are likely to materially influence Heartland’s share
price and therefore whether additional trading restrictions should
be imposed on directors and senior employees of Heartland.
All directors and senior employees of Heartland are required to
obtain consent before buying or selling shares in Heartland and to
certify that their decision to buy or sell shares has not been made
on the basis of inside information.
Gender Diversity
Heartland considers diversity in all its forms a strength, and is
committed to supporting initiatives which foster diversity at all
levels of the organisation. The following table shows the gender
diversity of Directors and Officers of Heartland at 30 June 2016.1
Positions
Directors
Officers
As at 30 June 2016
Female
Male
Total
1 (12.5%)
7 (87.5%)
2 (28.5%)
5 (71.4%)
8
7
21
Senior Executives
6 (29%)
15 (71%)
All Staff
171 (47.5%)
189 (52.5%)
360
“Officers” include J K Greenslade and all persons who report directly
to him in an executive capacity.
Principle 2 – Board Composition and Performance
There is a balance of independence, skills, knowledge, experience
and perspectives among directors to ensure an effective Board.
Role of the Board
The Board of Directors is responsible for corporate governance
and setting Heartland’s overall strategic direction. The Board
charter regulates Board procedure and describes the Board’s role
¹ As at 30 June 2015, there were 2 (20%) female directors and 8 (80%) male directors across the boards of both Heartland New Zealand Limited and Heartland Bank Limited.
Of a total of 9 officers, 3 (33.3%) were female and 6 (66.7%) were male.
Corporate Governance
www.heartland.co.nz
21
and responsibilities in detail. The Board establishes objectives,
strategies and an overall policy framework within which the
business is conducted. Day-to-day management is delegated to
the Chief Executive Officer (and, in the case of risk management,
to the Chief Risk Officer). The Board regularly monitors and reviews
management’s performance in carrying out its delegated duties.
The Board schedules regular meetings at which it receives briefings
on key strategic and operational issues from management.
Board Processes
Heartland was formed by the amalgamation of Heartland New
Zealand Limited (HNZ) and its subsidiary Heartland Bank Limited
(HBL) on 31 December 2015. Prior to the amalgamation, each of
HNZ and HBL had separate boards, which met separately. On the
amalgamation, one continuing Board was formed for Heartland,
made up of J K Greenslade, G R Kennedy, C R Mace, G T Ricketts and
G R Tomlinson (who were reappointed with approval of shareholders
at the annual shareholder meeting on 11 December 2015) and N J
Greer, E J Harvey and B R Irvine (who were appointed to Heartland’s
board with effect from the amalgamation). The Boards of HNZ and
HBL each held 5 meetings during the first half of the financial year
ended 30 June 2016, and, following the amalgamation, the Board of
Heartland held 5 meetings. The table below shows attendance by
each director at the meetings of the Boards and Board Committees
of which he or she was a member.
All of the then-serving directors of HBL and HNZ attended the
Annual Meeting of both companies held on December 2015.
Prior to Amalgamation
HBL and HNZ Boards
HBL Audit
Committee
HBL Risk
Committee
HNZ Audit & Risk
Committee
HNZ Governance &
Remuneration
Eligible
to Attend
Eligible
Eligible
Eligible
Eligible
Attended
to Attend Attended
to Attend Attended
to Attend Attended
to Attend Attended
J K Greenslade
5 HBL & 5 HNZ
5 HBL & 5 HNZ
N J Greer
E J Harvey
B R Irvine
5 HBL
5 HBL
5 HBL
5
5
5
G R Kennedy
5 HBL & 5 HNZ 4 HBL & 4 HNZ
C R Mace
5 HNZ
5
G T Ricketts
5 HBL & 5 HNZ
5 HBL & 5 HNZ
D J Taylor
5 HNZ
5
-
-
3
3
3
3
3
-
-
-
3
3
2
3
3
-
-
2
2
-
2
2
-
-
-
2
2
-
2
2
-
-
-
-
-
-
3
-
3
3
-
-
-
-
2
-
3
2
-
-
-
2
-
-
2
-
-
-
-
2
-
-
2
-
Post Amalgamation
Board
Audit Committee
Risk Committee
Governance,
Remuneration &
Capital Committee
Eligible
to Attend
Eligible
Eligible
Eligible
Attended
to Attend Attended
to Attend Attended
to Attend Attended
5
5
5
5
5
5
5
5
5
5
4
5
5
4
5
5
-
-
2
2
2
-
2
-
-
-
2
2
2
-
2
-
-
3
3
-
3
3
-
-
-
3
3
-
3
3
-
-
-
-
-
1
-
-
1
1
-
-
-
1
-
-
1
1
J K Greenslade
N J Greer
E J Harvey
B R Irvine
G R Kennedy
C R Mace
G T Ricketts
G R Tomlinson
22
Heartland Bank Limited - Annual Report 2016
Corporate Governance
Board Membership, Size and Composition
The NZX Main Board Listing Rules provide that the number of
directors must not be fewer than three. Subject to this limitation,
the size of the Board is determined from time to time by the Board.
As at 30 June 2016, the Board comprised eight directors, being an
independent Chairman, the Chief Executive Officer and six non-
executive directors. The Board encourages rigorous discussion and
analysis when making decisions.
The Board recognises the need to have a range of complementary
skills, knowledge and experience in order to support the
implementation of its strategic priorities, and for the Board to have a
balance of skills and attributes in order to support diversity at board
level. With this in mind, the Board regularly reviews its composition
and formally assesses its collective skills, knowledge and experience
using a skills matrix developed specifically for Heartland. This
exercise provides an opportunity to reflect on and discuss current
Board composition, as well as succession planning. The current
Board comprises directors with a mix of qualifications and skills who
hold diverse business, governance and industry experience and is
presently focussed on extending its collective experience in retail, as
well as in the Australian banking market.
Nomination and appointment of directors
Procedures for the appointment and removal of directors are
governed by Heartland’s constitution.
A director is appointed by ordinary resolution of the shareholders,
although the Board may fill a casual vacancy, in which case the
appointed director retires at the next Annual Meeting but is eligible
for re-election. Nominations for election as a director may be made
by shareholders up until a closing date, which must not be more
than two months before the date of the Annual Meeting.
On appointment, each director signs a letter which sets out
Heartland’s written expectations, including, among other things, its
expectations regarding the time commitment required to perform
the role effectively. The letter is accompanied by a Director’s
Corporate Governance Manual, which includes key information for
Heartland’s directors, including relevant charters and policies.
Independence of Directors
A director is considered to be independent if that director is not an
executive of Heartland and if the director has no direct or indirect
interest or relationship that could reasonably influence, in a material
way, the director’s decisions in relation to Heartland.
As at 30 June 2016, the Board determined that N Greer, E J Harvey,
B R Irvine, G R Kennedy, C R Mace and G T Ricketts were the
independent directors.
Board Performance Assessment and Training
The Board undertakes a formal review of its own, its committees’
and individual directors’ performance at least annually, and - as
noted above - will regularly review its composition using a skills
matrix. This is to ensure it has a range of complementary skills,
knowledge and experience in order to effectively govern Heartland,
to monitor its performance, and to support the implementation
of its strategic priorities – in the interests of its shareholders. The
Board regularly receives training in matters which are relevant to
Heartland’s operations under a formal Board training programme.
Principle 3 – Board Committees
The Board uses committees where this enhances effectiveness in
key areas while still retaining Board responsibility.
Board Committees
The Board has three permanently constituted committees
to assist the Board by working with management in specific
areas of responsibility and then reporting their findings and
recommendations back to the Board. Each of these committees has
a charter which sets out the committee’s objectives, membership,
procedures and responsibilities. A committee does not take
action or make decisions on behalf of the Board unless specifically
mandated. The committee charters are available on Heartland’s
website, www.heartland.co.nz.
Other ad hoc Board committees are established for specific
purposes from time to time.
Audit Committee
Membership is restricted to non-executive directors, with at least
three members, the majority of whom must be independent. The
Chair of the Audit Committee must be an independent director who
is not the Chair of the Board.
As at 30 June 2016, the members of the Audit Committee were B R
Irvine (Chair), E J Harvey, G R Kennedy and G T Ricketts.
The role of the Audit Committee is to advise and provide assurance
to the Board in order to enable the Board to discharge its
responsibilities in relation to the oversight of:
• The integrity of financial control, financial management and
external financial reporting.
• The internal audit function.
• The independent audit process.
As at 30 June 2016, the Board determined that all committee
members had a recognised form of financial expertise in accordance
with the Audit Committee’s charter.
Risk Committee
Membership is restricted to non-executive directors, with at least
three members, the majority of whom must be independent. The
Chair of the Risk Committee must be an independent director who is
not the Chair of the Board.
Corporate Governance
www.heartland.co.nz
23
As at 30 June 2016, the members of the Risk Committee were N J
Greer, E J Harvey (Chair), G R Kennedy and C R Mace.
The role of the Risk Committee is to advise and provide assurance
to the Board in order to enable the Board to discharge its
responsibilities in relation to the oversight of:
• The formulation of its risk appetite, as defined in the Risk
Appetite Statement.
• The monitoring of the effectiveness of the Enterprise Risk
Management Framework (ERMF).
• Assurance that all risks within the key risk categories which
are relevant to Heartland and its subsidiaries have been
appropriately identified, managed and reported to the Board in
accordance with the ERMF.
Governance, Remuneration and Capital Committee
The Committee is required to have at least three directors, the
majority of whom must be independent.
As at 30 June 2016, the members of the Governance and
Remuneration Committee were G T Ricketts (Chair), B R Irvine
and G R Tomlinson.
The role of the Governance, Remuneration and Capital Committee is
to advise and provide assurance to the Board in order to enable the
Board to discharge its responsibilities in relation to:
• Corporate governance matters.
• Remuneration of the directors, Chief Executive Officer and
senior executives and remuneration policies generally.
• Director and senior executive appointments, Board
composition and succession planning.
• Capital management.
Principle 4 – Reporting and Disclosures
The Board demands integrity in both financial reporting and in the
timeliness and balance of corporate disclosures.
The Board is committed to ensuring the highest standards are
maintained in financial reporting and disclosure of all relevant
information.
The Audit Committee oversees the quality and timeliness of all
financial reports, including all disclosure documents issued by
Heartland or any of its subsidiaries.
The Chief Executive Officer and Chief Financial Officer are required
to certify to the Audit Committee that the financial statements
of Heartland and its subsidiaries present a true and fair view of
Heartland and comply with all relevant accounting standards.
Principle 5 – Remuneration
The remuneration of directors and executives is transparent, fair
and reasonable.
Non-Executive Directors’ Remuneration
Total remuneration available to non-executive directors of Heartland
and its subsidiaries is determined by shareholders. The current
aggregate approved amount by shareholders is $1,000,000 per
annum.
Heartland’s policy is to pay directors’ fees in cash. There is no
requirement for directors to take a portion of their remuneration in
shares and there is no requirement for directors to hold shares in
Heartland. However, as at 30 June 2016 all directors held shares,
or a beneficial interest in shares, in Heartland (see the “Directors’
Disclosures” section of this Report for further details).
Senior Executive Remuneration
The objective is to provide competitive remuneration that aligns
executives’ remuneration with shareholder value and rewards
the executives’ achievement of Heartland’s strategies and
business plans.
All senior executives receive a base salary and are also eligible to
participate in short-term and, in some cases, long-term incentive
plans under which they are rewarded for achieving key performance
and operating results.
Principle 6 – Risk Management
The Board has a sound understanding of the key risks faced by
the business. The Board regularly verifies that Heartland has
appropriate processes that identify and manage potential and
relevant risks.
The Board ensures that Heartland has a Risk Management
Programme in place which identifies, manages and communicates
the key risks that may impact Heartland’s business. Specific risk
management strategies have been developed for each of the key
risks identified. The Risk Committee of the Board oversees the risk
management programme and strategy. Heartland also has in place
insurance cover for insurable liability and general business risk.
Principle 7 – Auditors
The Board ensures the quality and independence of the external
audit process.
The Audit Committee is responsible for overseeing the external,
independent audit of Heartland’s financial statements. The Audit
Committee ensures that the level of non-audit work undertaken by
the auditors does not jeopardise their independence.
24
Heartland Bank Limited - Annual Report 2016
Corporate Governance
Heartland’s External Auditor Independence Policy provides
guidelines to ensure that non-audit related services do not conflict
with the independent role of the external auditor, and the Audit
Committee ensures that non-audit work undertaken by the auditors
is in accordance with that Policy. That Policy also sets out guidelines
in relation to the tenure and re-appointment of the external auditor,
which the Audit Committee ensures are complied with. Refer to
Heartland’s website for a copy of the External Auditor
Independence Policy.
The external auditor monitors its independence and reports to
the Audit Committee bi-annually to confirm that it has remained
independent in the previous six months, in accordance with
Heartland’s External Auditor Independence Policy and the external
auditor’s policies and professional requirements. There have been
no threats to auditor independence identified during the year ended
30 June 2016.
Heartland also has an internal audit function which is independent
of the external auditors. The Audit Committee approves the annual
internal audit programme, which is developed in consultation with
management of Heartland.
Principle 8 – Shareholder Relations
The Board fosters constructive relationships with shareholders that
encourage them to engage with Heartland.
The Board is committed to maintaining a full and open dialogue with
all shareholders, as outlined in the Shareholder Communications
Policy and the Disclosure Policy, both of which are available
on Heartland’s website. Heartland keeps shareholders
informed through:
• Periodic and continuous disclosure to NZX.
•
Information provided to analysts and media during briefings.
• Heartland’s shareholder website
(shareholders.heartland.co.nz).
• The Annual Meeting, at which shareholders have the
opportunity to ask questions.
• Annual and half year reports.
The Board encourages full participation of shareholders at the
Annual Meeting to ensure a high level of accountability. Heartland’s
external auditor also attends the Annual Meeting and is available to
answer questions relating to the external audit.
Principle 9 – Stakeholder Interests
The Board respects the interests of stakeholders within the context
of Heartland’s ownership type and its fundamental purpose.
Heartland has a wide range of stakeholders and aims to manage
its business in a way which builds sustainable value and produces
positive outcomes for stakeholders. As a listed entity which is a
registered bank, Heartland recognises its responsibility to respect
and balance the interests of its stakeholders (including customers,
staff, regulators and shareholders).
www.heartland.co.nz
25
26
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
For the year
ended 30 June 2016
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
27
Contents
General information
Priority of creditors' claims
Guarantee arrangements
Directors
Auditor
Conditions of Registration
Pending proceedings or arbitration
Credit ratings
Other material matters
Directors’ statements
Statement of Comprehensive Income
Statement of Changes in Equity
Statement of Financial Position
Statement of Cash Flows
Notes to the Financial Statements
Basis of reporting
Performance
1
Segmental analysis
2 Net interest income
3 Net operating lease income
4 Other income
5
6
7
8
Selling and administration expenses
Impaired asset expense
Taxation
Earnings per share
Financial Position
Investments
9
Investment properties
10
11
Finance receivables
12 Operating lease vehicles
13 Borrowings
14 Share capital and dividends
15 Other balance sheet items
16 Fair value
Risk Management
17 Risk management policies
18 Credit risk exposure
19 Asset quality
20 Liquidity risk
21
22 Concentrations of funding
Interest rate risk
Other Disclosures
23 Significant subsidiaries and interests
in joint arrangements
24 Structured entities
25 Staff share ownership arrangements
26 Capital adequacy
27
Insurance business, securitisation,
funds management, other fiduciary activities
28 Contingent liabilities and commitments
29 Application of new and revised accounting standards
30 Events after the reporting date
Historical summary of financial statements
Independent auditor’s report
28
28
28
29
30
31
36
36
36
37
38
39
40
41
43
43
44
45
46
46
46
47
47
48
49
49
50
51
51
51
52
54
57
59
62
67
68
70
70
70
71
73
78
79
79
79
80
81
28
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
GENERAL INFORMATION
This Disclosure Statement has been issued by Heartland Bank Limited (the bank) and its subsidiaries (the banking group) for the year ended 30
June 2016 in accordance with the Registered Bank Disclosure Statements (New Zealand Incorporated Registered Banks) Order 2014 (as amended)
(the Order). The Financial Statements of the bank for the year ended 30 June 2016 form part of, and should be read in conjunction with, this
Disclosure Statement.
Words and phrases defined by the Order have the same meanings when used in this Disclosure Statement.
On 31 December 2015, there was a change to the composition of the banking group as a result of an amalgamation of companies.
Prior to 31 December 2015, the banking group comprised the company that was then known as “Heartland Bank Limited” (Former Heartland Bank)
together with its subsidiaries. At that stage, Former Heartland Bank was wholly owned by a company then known as “Heartland New Zealand
Limited” (Heartland New Zealand). On 31 December 2015, Former Heartland Bank amalgamated, by way of short form amalgamation, with
Heartland New Zealand (the Amalgamation). Heartland New Zealand continued as the amalgamated company (with Former Heartland Bank being
struck off the register of companies), but changed its name to “Heartland Bank Limited”.
As a result of the Amalgamation, Heartland Bank Limited became a registered bank under the Reserve Bank of New Zealand Act 1989 and the
banking group expanded to include the company that is now known as Heartland Bank Limited. Refer to the Reporting entity note within the notes to
the financial statements for further detail.
The bank's address for service is Level 3, Heartland House, 35 Teed Street, Newmarket, Auckland.
Name and address for service
The name of the Registered Bank is Heartland Bank Limited.
The bank's address for service is Heartland House, 35 Teed Street, Newmarket, Auckland.
Details of incorporation
The bank was incorporated under the Companies Act 1993 on 30 September 2010.
Interests in 5% or more of voting securities of the bank
Name
Harrogate Trustee Limited
FNZ Custodians Limited
Percentage held
10.12%
5.04%
No person has the ability to directly or indirectly appoint 25% or more of the Board (or other persons exercising powers of management) of the bank.
PRIORITY OF CREDITORS' CLAIMS
In the event of the bank becoming insolvent or ceasing business, certain claims set out in legislation are paid in priority to others. These claims
include secured creditors, taxes, certain payments to employees and any liquidator’s costs. After payment of those creditors, the claims of all other
creditors are unsecured and would rank equally with each other.
The loans sold to the Heartland ABCP Trust 1 (ABCP Trust) are set aside for the benefit of investors in the ABCP Trust (See Note 24 - Structured
entities for further details).
GUARANTEE ARRANGEMENTS
As at the date this Disclosure Statement was signed, no material obligations of the bank were guaranteed.
2
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
29
DIRECTORS
All Directors of the bank reside in New Zealand. Communications to the Directors can be sent to Heartland Bank Limited, 35 Teed Street
Newmarket, Auckland. The Directors of the bank and their details at the time this Disclosure Statement was signed were:
Name: Geoffrey Thomas Ricketts CNZM
Chairman - Board of Directors
Type of director: Independent Non-Executive Director
Qualifications: LLB (Hons), LLD (honoris causa), CF Inst D
Occupation: Company Director
External Directorships:
AAI Limited, Asteron Life Limited, Highground Trust Limited, Janmac Capital Limited, Macmine Investments Limited, Maisemore Enterprises Limited,
MCF 1 Limited, MCF 2 Nexus Limited, MCF 3 Limited, MCF 4 Limited, MCF 5 Limited, MCF 6 Limited, MCF 7 Limited, MCF 8 Limited, MCF 9
Limited, MCF 10 Limited, MCF2 (Fund 1) Limited, MCF2A General Partner Limited, MCF2 GP Limited, Mercury Capital No.1 Fund Limited, Mercury
Capital No. 1 Trustee Limited, New Zealand Catholic Education Office Limited, NZCEO Finance Limited, O & E Group Services Limited, Oceania
and Eastern Australia Pty Limited, Oceania and Eastern Finance Limited, Oceania and Eastern Group Funds Limited, Oceania and Eastern
Holdings Limited, Oceania and Eastern Limited, Oceania and Eastern Securities Limited, Oceania Capital Limited, Oceania Securities Limited,
Quartet Equities Limited, SBGH Limited, Suncorp Group Limited, Suncorp Group Holdings (NZ) Limited, Suncorp Group New Zealand Limited,
Suncorp Group Services NZ Limited, Suncorp Insurance Holdings Limited, Suncorp Life and Superannuation Limited, Suncorp Life Holdings
Limited, Suncorp Metway Limited, The Centre for Independent Studies Limited, The Todd Corporation Limited, Todd Management Services Limited,
Todd Offshore Limited, Vero Insurance New Zealand Limited, Vero Liability Insurance Limited.
Name: Edward John Harvey
Qualifications: BCom, CA
Type of director: Independent Non-Executive Director
Occupation: Company Director
External Directorships:
Ballance Agri-Nutrients Limited, Chalmers Properties Limited, Fiordland Pilot Services Limited, Investore Property Limited, Kathmandu Holdings
Limited, New Zealand Opera Limited, Pomare Investments Limited, Port Otago Limited, South Freight Limited, Stride Holdings Limited, Stride
Investment Management Limited, Stride Property Limited, Te Rapa Gateway Limited.
Name: Bruce Robertson Irvine
Qualifications: BCom, LLB, FCA, CF Inst D, FNZIM
Type of director: Independent Non-Executive Director
Occupation: Company Director
External Directorships:
Air Rarotonga Limited, Avon Pacific Holdings Limited, B R Irvine Limited, Blackbyre Horticulture Limited, Bowdens Mart Limited, Bray Frampton
Limited, Britten Motorcycle Company Limited, Canterbury Spinners Limited, CCHL (2) Limited, CCHL (4) Limited, CCHL (5) Limited, Chambers
@151 Limited, Christchurch City Holdings Limited, Christchurch City Networks Limited, Cockerill and Campbell (2007) Limited, Godfrey Hirst NZ
Limited, Godfrey Hirst Australia Pty Limited, GZ Capital Limited, GZ NZ Limited, GZ RES Limited, Hansons Lane International Holdings Limited,
House of Travel ESP Trustee Limited, House of Travel Holdings Limited, Lake Angelus Holdings Limited, Lamanna Bananas (NZ) Limited, Lamanna
Bananas Pty Limited, Lamanna Limited, Limeloader Irrigation Limited, Market Fresh Wholesale Limited, Market Gardeners Limited, Market
Gardeners Orders (Christchurch) Limited, Market Gardeners Orders Wellington Limited, MG Group Holdings Limited, MG Marketing Limited, MG
New Zealand Limited, Noblesse Oblige Limited, PGG Wrightson Limited, Phimai Holdings Limited, Quitachi Limited, Rakon ESOP Trustee Limited,
Rakon Limited, Rakon PPS Trustee Limited, Scenic Circle Hotels Limited, Skope Industries Limited, Southland Produce Markets Limited, Wavell
Resources Limited.
Name: Graham Russell Kennedy
Qualifications: J. P., BCom, FCA, ACIS, ACIM, CF Inst D
Type of director: Non-Independent Non-Executive Director
Occupation: Company Director
External Directorships:
Ashburton Aquatic Park Limited, Ashburton Central Limited, Avon Properties (2008) Limited, BK&P Trustees Limited, BK Riversdale Trustees
Limited, Black Gnat Properties Limited, Black Quill Investments Limited, Bradford Group Holdings Limited, Cates Grain & Seed Limited, Concurrent
Properties Limited, Crescent Custodians Limited, Earth & Sky Limited, Eastfield Investments Limited, Hornby Consortium Limited, Lake Extension
Trust Limited, Norman Spencer Nominees Limited, NZ Express Transport (2006) Limited, Rural Transport Limited, Timaru Central Limited, Trevor
Wilson Charities Limited, Trevor Wilson Charities (No. 2) Limited.
Name: Sir Christopher Robert Mace KNZM
Qualifications: CM Inst D
Type of director: Independent Non-Executive Director
Occupation: Company Director
External Directorships:
Akitu Equities Limited, Akitu Capital Limited, Akitu Health Services Limited, Akitu Investments Limited, Goldburn Resources Limited, Helicopter
Enterprises Limited, Janik Equities Limited, Janmac Capital Limited, J N S Capital Limited, Mace Capital Limited, Mace Construction Limited, Mace
Developments Limited, Mace Enterprises Limited, Mace Investments Limited, Maisemore Enterprises Limited, National Institute of Water and
Atmospheric Research Limited, Niwa Vessel Management Limited, Nuffield Forestry Limited, Oceania and Eastern Finance Limited, Oceania and
Eastern Group Funds Limited, Oceania and Eastern Holdings Limited, Oceania and Eastern Limited, Oceania and Eastern Securities Limited,
Oceania Capital Limited, O & E Group Services Limited, Paroa Bay Station Limited, PPT Trustee (NZ) Limited, Pukeha Farms Limited, Quartet
Equities Limited, Ryburn Lagoon Trust Limited, St. Just Enterprises Limited, The New Zealand Initiative Limited.
3
30
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
DIRECTORS (CONTINUED)
Name: Gregory Raymond Tomlinson
Qualifications: AME
Type of director: Non-Independent Non-Executive Director
Occupation: Company Director
External Directorships:
Argenta Limited, Chippies Vineyard Limited, Forte Health Group Limited, Forte Health Limited, Impact Capital Management Limited, Impact Capital
Limited, Indevin Group Limited, Little Ngakuta Trust Company Limited, Lokoya Limited, Mountbatten Trustee Limited, Nearco Stud Limited, Ngakuta
Trust Company Limited, Oceania Healthcare Holdings Limited, Oceania Healthcare Limited, Pelorus Finance Limited, St Leonards Limited, The
Icehouse Limited.
Name: Jeffrey Kenneth Greenslade
Qualifications: LLB
Type of director: Non-Independent Executive Director
Occupation: Chief Executive Officer of the bank
External Directorships:
Brew Greenslade & Company Limited.
Conflicts of interest policy
All Directors are required to disclose to the Board any actual or potential conflict of interest which may exist or is thought to exist upon appointment
and are required to keep these disclosures up to date. The details of each disclosure made by a Director to the Board must be entered in the
Interests Register.
Directors are required to take any necessary and reasonable measures to try to resolve the conflict and comply with the Companies Act 1993 on
disclosing interests and restrictions on voting. Any Director with a material personal, professional or business interest in a matter being considered
by the Board must declare their interest and, unless the Board resolves otherwise, may not be present during the boardroom discussions or vote on
the relevant matter.
Interested transactions
There have been no transactions between the bank or any member of the banking group and any Director or immediate relative or close business
associate of any Director which either has been entered into on terms other than those which would in the ordinary course of business of the bank or
any member of the banking group be given to any other person of like circumstances or means, or could be reasonably likely to influence materially
the exercise of the Directors' duties.
Audit committee composition
Members of the bank's Audit Committee as at the date of this Disclosure Statement are as follows:
Bruce Robertson Irvine (Chairperson)
Independent Non-Executive Director
Edward John Harvey
Graham Russell Kennedy
Geoffrey Thomas Ricketts
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
AUDITOR
KPMG
KPMG Centre
18 Viaduct Harbour Avenue
Auckland
4
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
31
CONDITIONS OF REGISTRATION
These conditions apply on and after 1 November 2015.
The registration of Heartland Bank Limited ("the bank") as a registered bank is subject to the following conditions:
1.
That—
(a)
(b)
(c)
(d)
the Total capital ratio of the banking group is not less than 8%;
the Tier 1 capital ratio of the banking group is not less than 6%;
the Common Equity Tier 1 capital ratio of the banking group is not less than 4.5%;
the Total capital of the banking group is not less than $30 million; and
(e)
the bank must not include the amount of an Additional Tier 1 capital instrument or Tier 2 capital instrument issued after 1 January 2013 in
the calculation of its capital ratios unless it has received a notice of non-objection to the instrument from the Reserve Bank; and
(f)
the bank meets the requirements of Part 3 of the Reserve Bank of New Zealand document "Application requirements for capital
recognition or repayment and notification requirements in respect of capital" (BS16) dated November 2015 in respect of regulatory capital
instruments.
For the purposes of this condition of registration, -
the Total capital ratio, the Tier 1 capital ratio, the Common Equity Tier 1 capital ratio and Total capital must be calculated in accordance with
the Reserve Bank of New Zealand document: “Capital Adequacy Framework (Standardised Approach)” (BS2A) dated November 2015.
an Additional Tier 1 capital instrument is an instrument that meets the requirements of subsection 8(2)(a) or (c) of the Reserve Bank of New
Zealand document "Capital Adequacy Framework (Standardised Approach)" (BS2A) dated November 2015.
a Tier 2 capital instrument is an instrument that meets the requirements of subsection 9(2)(a) or (c) of the Reserve Bank of New Zealand
document "Capital Adequacy Framework (Standardised Approach)" (BS2A) dated November 2015.
1A. That—
(a)
the bank has an internal capital adequacy assessment process (“ICAAP”) that accords with the requirements set out in the document
“Guidelines on a bank’s internal capital adequacy assessment process ('ICAAP')” (BS12) dated December 2007;
(b)
under its ICAAP the bank identifies and measures its “other material risks” defined as all material risks of the banking group that are not
explicitly captured in the calculation of the Common Equity Tier 1 capital ratio, the Tier 1 capital ratio and the Total capital ratio under the
requirements set out in the document “Capital Adequacy Framework (Standardised Approach)” (BS2A) dated November 2015; and
(c)
the bank determines an internal capital allocation for each identified and measured “other material risk”.
1B. That, if the buffer ratio of the banking group is 2.5% or less, the bank must:
(a)
according to the following table, limit the aggregate distributions of the bank’s earnings to the percentage limit to distributions that
corresponds to the banking groups buffer ratio:
Banking group's buffer ratio
Percentage limit to distributions of the banks'
earnings
0% - 0.625%
>0.625% -1.25%
>1.25% - 1.875%
>1.875% - 2.5%
0%
20%
40%
60%
(b)
prepare a capital plan to restore the banking group's buffer ratio to above 2.5% within any timeframe determined by the Reserve Bank for
restoring the buffer ratio; and
(c)
have the capital plan approved by the Reserve Bank.
For the purposes of this condition of registration, -
“buffer ratio”, “distributions”, and “earnings” have the same meaning as in Part 3 of the Reserve Bank of New Zealand document: “Capital
Adequacy Framework (Standardised Approach)” (BS2A) dated November 2015.
2.
That the banking group does not conduct any non-financial activities that in aggregate are material relative to its total activities.
In this condition of registration, the meaning of “material” is based on generally accepted accounting practice.
5
32
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
CONDITIONS OF REGISTRATION (CONTINUED)
That the banking group’s insurance business is not greater than 1% of its total consolidated assets.
3.
CONDITIONS OF REGISTRATION (CONTINUED)
For the purposes of this condition of registration, the banking group’s insurance business is the sum of the following amounts for entities in the
3.
banking group:
That the banking group’s insurance business is not greater than 1% of its total consolidated assets.
if the business of an entity predominantly consists of insurance business and the entity is not a subsidiary of another entity in the banking
(a)
For the purposes of this condition of registration, the banking group’s insurance business is the sum of the following amounts for entities in the
the insurance business to sum is the total
group whose business predominantly consists of
insurance business, the amount of
banking group:
(a)
(b)
(b)
consolidated assets of the group headed by the entity; and
if the business of an entity predominantly consists of insurance business and the entity is not a subsidiary of another entity in the banking
if the entity conducts insurance business and its business does not predominantly consist of insurance business and the entity is not a
group whose business predominantly consists of
the insurance business to sum is the total
subsidiary of another entity in the banking group whose business predominantly consists of insurance business, the amount of the
consolidated assets of the group headed by the entity; and
insurance business to sum is the total liabilities relating to the entity's insurance business plus the equity retained by the entity to meet the
if the entity conducts insurance business and its business does not predominantly consist of insurance business and the entity is not a
solvency or financial soundness needs of its insurance business.
subsidiary of another entity in the banking group whose business predominantly consists of insurance business, the amount of the
insurance business, the amount of
In determining the total amount of the banking group’s insurance business—
insurance business to sum is the total liabilities relating to the entity's insurance business plus the equity retained by the entity to meet the
(a)
solvency or financial soundness needs of its insurance business.
all amounts must relate to on balance sheet items only, and must comply with generally accepted accounting practice; and
In determining the total amount of the banking group’s insurance business—
(b)
if products or assets of which an insurance business is comprised also contain a non-insurance component, the whole of such products
(a)
or assets must be considered part of the insurance business.
all amounts must relate to on balance sheet items only, and must comply with generally accepted accounting practice; and
For the purposes of this condition of registration,—
(b)
if products or assets of which an insurance business is comprised also contain a non-insurance component, the whole of such products
or assets must be considered part of the insurance business.
"insurance business" means the undertaking or assumption of liability as an insurer under a contract of insurance:
For the purposes of this condition of registration,—
“insurer” and “contract of insurance” have the same meaning as provided in sections 6 and 7 of the Insurance (Prudential Supervision) Act
2010.
"insurance business" means the undertaking or assumption of liability as an insurer under a contract of insurance:
“insurer” and “contract of insurance” have the same meaning as provided in sections 6 and 7 of the Insurance (Prudential Supervision) Act
That aggregate credit exposures (of a non-capital nature and net of any allowances for impairment) of the banking group to all connected
2010.
persons do not exceed the rating-contingent limit outlined in the following matrix:
Credit rating of the bank 1
That aggregate credit exposures (of a non-capital nature and net of any allowances for impairment) of the banking group to all connected
persons do not exceed the rating-contingent limit outlined in the following matrix:
Connected exposure limit (% of the banking group’s
Tier 1 capital)
75
AA/Aa2 and above
Credit rating of the bank 1
AA-/Aa3
A+/A1
AA/Aa2 and above
A/A2
AA-/Aa3
A-/A3
A+/A1
BBB+/Baa1 and below
A/A2
Within the rating-contingent limit, credit exposures (of a non-capital nature and net of any allowances for impairment) to non-bank connected
A-/A3
persons shall not exceed 15% of the banking group’s Tier 1 capital.
BBB+/Baa1 and below
Connected exposure limit (% of the banking group’s
70
Tier 1 capital)
60
75
40
70
30
60
15
40
30
15
For the purposes of this condition of registration, compliance with the rating-contingent connected exposure limit is determined in accordance
Within the rating-contingent limit, credit exposures (of a non-capital nature and net of any allowances for impairment) to non-bank connected
with the Reserve Bank of New Zealand document entitled “Connected exposures policy” (BS8) dated November 2015.
persons shall not exceed 15% of the banking group’s Tier 1 capital.
For the purposes of this condition of registration, compliance with the rating-contingent connected exposure limit is determined in accordance
That exposures to connected persons are not on more favourable terms (e.g. as relates to such matters as credit assessment, tenor, interest
with the Reserve Bank of New Zealand document entitled “Connected exposures policy” (BS8) dated November 2015.
rates, amortisation schedules and requirement for collateral) than corresponding exposures to non-connected persons.
That exposures to connected persons are not on more favourable terms (e.g. as relates to such matters as credit assessment, tenor, interest
rates, amortisation schedules and requirement for collateral) than corresponding exposures to non-connected persons.
4.
4.
5.
5.
1
This table uses the rating scales of Standard & Poor's, Fitch Ratings and Moody's Investor Service (Fitch Ratings' scale is identical to
Standard & Poor's).
1
This table uses the rating scales of Standard & Poor's, Fitch Ratings and Moody's Investor Service (Fitch Ratings' scale is identical to
Standard & Poor's).
6
6
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
33
CONDITIONS OF REGISTRATION (CONTINUED)
6.
That the bank complies with the following corporate governance requirements:
(a)
(b)
(c)
(d)
(e)
(f)
the board of the bank must have at least five directors;
the majority of the board members must be non-executive directors;
at least half of the board members must be independent directors;
an alternate director,—
(i)
(ii)
for a non-executive director must be non-executive; and
for an independent director must be independent;
at least half of the independent directors of the bank must be ordinarily resident in New Zealand;
the chairperson of the board of the bank must be independent; and
(g)
the bank’s constitution must not include any provision permitting a director, when exercising powers or performing duties as a director, to
act other than in what he or she believes is the best interests of the company (i.e. the bank).
For the purposes of this condition of registration,—
“independent,”—
(a)
in relation to a person other than a person to whom paragraph (b) applies, has the same meaning as in the Reserve Bank of New
Zealand document entitled “Corporate Governance” (BS14) dated July 2014; and
(b)
in relation to a person who is the chairperson of the board of the bank, means a person who—
(i)
meets the criteria for independence set out in section 10 except for those in paragraph 10(1)(a) in BS14; and
(ii)
does not raise any grounds of concern in relation to the person’s independence that are communicated in writing to the bank by the
Reserve Bank of New Zealand:
“non-executive” has the same meaning as in the Reserve Bank of New Zealand document entitled “Corporate Governance” (BS14) dated July
2014.
7.
That no appointment of any director, chief executive officer, or executive who reports or is accountable directly to the chief executive officer, is
made in respect of the bank unless:
(a)
(b)
the Reserve Bank has been supplied with a copy of the curriculum vitae of the proposed appointee; and
the Reserve Bank has advised that it has no objection to that appointment.
8.
That a person must not be appointed as chairperson of the board of the bank unless:
(a)
(b)
the Reserve Bank has been supplied with a copy of the curriculum vitae of the proposed appointee; and
the Reserve Bank has advised that it has no objection to that appointment.
9.
That the bank has a board audit committee, or other separate board committee covering audit matters, that meets the following requirements:
(a)
the mandate of the committee must include: ensuring the integrity of the bank’s financial controls, reporting systems and internal audit
standards;
the committee must have at least three members;
every member of the committee must be a non-executive director of the bank;
the majority of the members of the committee must be independent; and
the chairperson of the committee must be independent and must not be the chairperson of the bank.
(b)
(c)
(d)
(e)
For the purposes of this condition of registration, “independent” and “non-executive” have the same meanings as in condition of registration 6.
10.
11.
That a substantial proportion of the bank’s business is conducted in and from New Zealand.
That the banking group complies with the following quantitative requirements for liquidity-risk management:
(a)
(b)
(c)
the one-week mismatch ratio of the banking group is not less than zero percent at the end of each business day;
the one-month mismatch ratio of the banking group is not less than zero percent at the end of each business day; and
the one-year core funding ratio of the banking group is not less than 75 percent at the end of each business day.
For the purposes of this condition of registration, the ratios identified must be calculated in accordance with the Reserve Bank of New Zealand
documents entitled “Liquidity Policy” (BS13) dated July 2014 and “Liquidity Policy Annex: Liquid Assets” (BS13A) dated December 2011.
7
34
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
CONDITIONS OF REGISTRATION (CONTINUED)
12.
That the bank has an internal framework for liquidity risk management that is adequate in the bank’s view for managing the bank’s liquidity risk
at a prudent level, and that, in particular:
(a)
(b)
(c)
is clearly documented and communicated to all those in the organisation with responsibility for managing liquidity and liquidity risk;
identifies responsibility for approval, oversight and implementation of the framework and policies for liquidity risk management;
identifies the principal methods that the bank will use for measuring, monitoring and controlling liquidity risk; and
(d)
considers the material sources of stress that the bank might face, and prepares the bank to manage stress through a contingency funding
plan.
13.
That no more than 10% of total assets may be beneficially owned by a SPV.
For the purposes of this condition,—
“total assets” means all assets of the banking group plus any assets held by any SPV that are not included in the banking group’s assets:
“SPV” means a person—
(a)
(b)
to whom any member of the banking group has sold, assigned, or otherwise transferred any asset;
who has granted, or may grant, a security interest in its assets for the benefit of any holder of any covered bond; and
(c)
who carries on no other business except for that necessary or incidental to guarantee the obligations of any member of the banking group
under a covered bond:
“covered bond” means a debt security issued by any member of the banking group, for which repayment to holders is guaranteed by a SPV,
and investors retain an unsecured claim on the issuer.
14. That—
(a)
no member of the banking group may give effect to a qualifying acquisition or business combination that meets the notification threshold,
and does not meet the non-objection threshold, unless:
(i)
the bank has notified the Reserve Bank in writing of the intended acquisition or business combination and at least 10 working days
have passed; and
(ii)
at the time of notifying the Reserve Bank of the intended acquisition or business combination, the bank provided the Reserve Bank
with the information required under the Reserve Bank of New Zealand Banking Supervision Handbook document “Significant
Acquisitions Policy” (BS15) dated December 2011; and
(b)
no member of the banking group may give effect to a qualifying acquisition or business combination that meets the non-objection
threshold unless:
(i)
the bank has notified the Reserve Bank in writing of the intended acquisition or business combination;
(ii)
at the time of notifying the Reserve Bank of the intended acquisition or business combination, the bank provided the Reserve Bank
with the information required under the Reserve Bank of New Zealand Banking Supervision Handbook document “Significant
Acquisitions Policy” (BS15) dated December 2011; and
(iii)
the Reserve Bank has given the bank a notice of non-objection to the significant acquisition or business combination.
For the purposes of this condition of registration, “qualifying acquisition or business combination”, “notification threshold” and “non-objection
threshold” have the same meaning as in the Reserve Bank of New Zealand Banking Supervision Handbook document “Significant Acquisitions
Policy” (BS15) dated December 2011.
15.
That the bank is pre-positioned for Open Bank Resolution and in accordance with a direction from the Reserve Bank, the bank can—
(a)
close promptly at any time of the day and on any day of the week and that effective upon the appointment of the statutory manager—
(i)
(ii)
all liabilities are frozen in full; and
no further access by customers and counterparties to their accounts (deposits, liabilities or other obligations) is possible;
(b)
(c)
apply a de minimis to relevant customer liability accounts;
apply a partial freeze to the customer liability account balances;
(d)
reopen by no later than 9am the next business day following the appointment of a statutory manager and provide customers access to
their unfrozen funds;
(e)
(f)
maintain a full freeze on liabilities not pre-positioned for open bank resolution; and
reinstate customers' access to some or all of their residual frozen funds.
For the purposes of this condition of registration, “de minimis ”, “partial freeze”, “customer liability account”, and “frozen and unfrozen funds”
have the same meaning as in the Reserve Bank of New Zealand document “Open Bank Resolution (OBR) Pre-positioning Requirements
Policy” (BS17) dated September 2013.
8
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
35
CONDITIONS OF REGISTRATION (CONTINUED)
16.
That the bank has an Implementation Plan that—
(a)
is up-to-date; and
(b)
demonstrates that the bank's prepositioning for Open Bank Resolution meets the requirements set out in the Reserve Bank document:
"Open Bank Resolution Pre-positioning Requirements Policy" (BS 17).
For the purposes of this condition of registration, “Implementation Plan” has the same meaning as in the Reserve Bank of New Zealand
document “Open Bank Resolution (OBR) Pre-positioning Requirements Policy” (BS17) dated September 2013.
17.
That the bank has a compendium of liabilities that—
(a)
at the product-class level lists all liabilities, indicating which are—
(i)
(ii)
pre-positioned for Open Bank Resolution; and
not pre-positioned for Open Bank Resolution;
is agreed to by the Reserve Bank; and
if the Reserve Bank's agreement is conditional, meets the Reserve Bank's conditions.
(b)
(c)
For the purposes of this condition of registration, “compendium of liabilities”, and “pre-positioned and non pre-positioned liabilities” have the
same meaning as in the Reserve Bank of New Zealand document “Open Bank Resolution (OBR) Pre-positioning Requirements Policy” (BS17)
dated September 2013.
18.
That on an annual basis the bank tests all
the component parts of
its Open Bank Resolution solution that demonstrates the bank's
prepositioning for Open Bank Resolution as specified in the bank's Implementation Plan.
For the purposes of this condition of registration, “Implementation Plan” has the same meaning as in the Reserve Bank of New Zealand
document “Open Bank Resolution (OBR) Pre-positioning Requirements Policy” (BS17) dated September 2013.
19.
20.
21.
22.
That, for a loan-to-valuation measurement period, the total of the bank’s qualifying new mortgage lending amount in respect of APIL with a loan-
to-valuation ratio of more than 70%, must not exceed 5% of the total of the qualifying new mortgage lending amount in respect of APIL arising
in the loan-to-valuation measurement period.
That, for a loan-to-valuation measurement period, the total of the bank's qualifying new mortgage lending amount in respect of ANPIL with a
loan-to-valuation ratio of more than 80%, must not exceed 10% of the total of the qualifying new mortgage lending amount in respect of ANPIL
arising in the loan-to-valuation measurement period.
That, for a loan-to-valuation measurement period, the total of the bank's qualifying new mortgage lending amount in respect of non-Auckland
loans with a loan-to-valuation ratio of more than 80%, must not exceed 15% of the total of the qualifying new mortgage lending amount in
respect of non-Auckland loans arising in the loan-to-valuation measurement period.
That the bank must not make a residential mortgage loan unless the terms and conditions of the loan contract or the terms and conditions for
an associated mortgage require that a borrower obtain the bank's agreement before the borrower can grant to another person a charge over
the residential property used as security for the loan.
In these conditions of registration,—
“banking group”—
means Heartland Bank Limited (as reporting entity) and all other entities included in the group as defined in section 6(1) of the Financial
Markets Conduct Act 2013 for the purposes of Part 7 of that Act.
"generally accepted accounting practice" has the same meaning as in section 8 of the Financial Reporting Act 2013.
In conditions of registration 19 to 22,—
"ANPIL", APIL", "loan-to-valuation ratio", "non-Auckland loan", "qualifying new mortgage lending amount in respect of [ ... ]" and "residential
mortgage loan" have the same meaning as in the Reserve Bank of New Zealand document entitled "Framework for Restrictions on High-LVR
Residential Mortgage Lending" (BS19) dated November 2015.
"loan-to-valuation measurement period" means a period of six calendar months ending on the last day of the sixth calendar month, the first of
which ends on the last day of April 2016.
9
36
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
PENDING PROCEEDINGS OR ARBITRATION
There are no pending legal proceedings or arbitrations concerning any member of the banking group at the date of this Disclosure Statement that
may have a material adverse effect on the bank or the banking group.
CREDIT RATINGS
As at the date of signing this Disclosure Statement, the bank's credit rating issued by Fitch Australia Pty Ltd (Fitch Ratings) was BBB stable. This
BBB credit rating was issued on 14 October 2015, following an upgrade from BBB- stable and is applicable to long term unsecured obligations
payable in New Zealand, in New Zealand dollars.
The following is a summary of the descriptions of the ratings categories for rating agencies for the rating of long-term senior unsecured obligations:
Fitch Ratings
Standard &
Poor's
Moody's
Investors
Service
Description of Grade
AAA
AA
A
BBB
BB
B
CCC
AAA
AA
A
BBB
BB
B
CCC
Aaa
Aa
A
Baa
Ba
B
Caa
Ability to repay principal and interest is extremely strong. This is the highest investment category.
Very strong ability to repay principal and interest in a timely manner.
Strong ability to repay principal and interest although somewhat susceptible to adverse changes in
economic, business or financial conditions.
Adequate ability to repay principal and interest. More vulnerable to adverse changes.
Significant uncertainties exist which could affect the payment of principal and interest on a timely basis.
Greater vulnerability and therefore greater likelihood of default.
Likelihood of default considered high. Timely repayment of principal and interest is dependent on
CC - C
RD to D
CC - C
Ca - C
favourable financial conditions.
Highest risk of default.
D
-
Obligations currently in default.
Credit ratings from Fitch Ratings and Standard & Poor’s may be modified by the addition of a plus or minus sign to show relative status within the
major rating categories. Moody’s Investors Service apply numerical modifiers 1, 2, and 3 to show relative standing within the major rating categories,
with 1 indicating the higher end and 3 the lower end of the rating category.
OTHER MATERIAL MATTERS
There are no material matters relating to the business or affairs of the bank or the banking group that are not contained elsewhere in this Disclosure
Statement which would, if disclosed in this Disclosure Statement, materially affect the decision of a person to subscribe for debt securities of which
the bank or any member of the banking group is the issuer.
10
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
37
DIRECTORS' STATEMENTS
Each Director of the bank states that he or she believes, after due enquiry, that:
1.
As at the date on which the Disclosure Statement is signed:
(a)
(b)
the Disclosure Statement contains all the information that is required by the Order; and
the Disclosure Statement is not false or misleading.
2.
During the year ended 30 June 2016:
(a)
(b)
(c)
the bank complied with all conditions of the registration;
credit exposures to connected persons were not contrary to the interests of the banking group; and
the bank had systems in place to monitor and control adequately the banking group’s material risks, including credit risk,
concentration of credit risk, interest rate risk, currency risk, equity risk, liquidity risk, operational risk and other business risks, and
that those systems were being properly applied.
This Disclosure Statement is dated 16 August 2016 and has been signed by all the Directors.
G. T. Ricketts (Chair - Board of Directors)
G. T. Ricketts (Chair - Board of Directors)
B. R. Irvine
B. R. Irvine
J. K. Greenslade
G. R. Kennedy
E. J. Harvey
G. R. Tomlinson
C. R. Mace
11
38
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2016
Interest income
Interest expense
Net interest income
Operating lease income
Operating lease expenses
Net operating lease income
Lending and credit fee income
Other income
Net operating income
Selling and administration expenses
Profit before impaired asset expense and income tax
Impaired asset expense
Operating profit
Share of joint arrangement profit
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss:
Effective portion of changes in fair value of cash flow hedges, net of income tax
Movement in available for sale reserve, net of income tax
Movement in foreign currency translation reserve, net of income tax
Items that will not be reclassified to profit or loss:
Movement in defined benefit reserve, net of income tax
Other comprehensive (loss) / income for the year, net of income tax
Total comprehensive income for the year
Earnings per share from continuing operations
Basic earnings per share
Diluted earnings per share
Total comprehensive income for the year is attributable to owners of the Bank.
The notes on pages 43 to 79 are an integral part of these financial statements.
The notes on pages 17 to 53 are an integral part of these financial statements.
Jun 2016 Jun 2015
NOTE
$000
$000
2
2
3
3
4
5
6
7
265,475
118,815
146,660
260,468
126,041
134,427
8,869
6,230
2,639
3,339
4,923
10,350
7,087
3,263
3,077
3,940
157,561
144,707
69,872
87,689
13,501
74,188
68,403
76,304
12,105
64,199
-
137
74,188
64,336
20,024
54,164
16,173
48,163
(708)
(208)
(4,047)
(2,709)
898
2,136
(93)
50
(5,056)
375
49,108
48,538
8
8
11c
11c
10c
10c
12
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
39
STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2016
Treasury Employee Currency Available Defined
Foreign
Share
Shares Benefits Translation
for sale
benefit Hedging Retained
Capital Reserve Reserve
Reserve Reserve Reserve Reserve Earnings
NOTE
$000
$000
$000
$000
$000
$000
$000
$000
Total
Equity
$000
Balance at 1 July 2015
413,917
(272)
2,200
2,231
1,170
94
(1,552)
62,337
480,125
Total comprehensive income / (loss) for the year
Profit for the year
Other comprehensive loss, net of income tax
Total comprehensive income / (loss) for the year
Contributions by and distributions to owners
Dividends paid
Dividend reinvestment plan
Share based payments
Shares vested
Treasury shares acquired
Total transactions with owners
14
14
25
-
-
-
-
7,300
-
160
-
7,460
-
-
-
-
-
-
50
(2,390)
(2,340)
-
-
-
-
-
1,888
(210)
-
1,678
-
(4,047)
(4,047)
-
(208)
(208)
-
(93)
(93)
-
54,164
(708)
(708)
-
54,164
54,164
(5,056)
49,108
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(37,690)
(37,690)
-
-
-
-
7,300
1,888
-
(2,390)
(37,690)
(30,892)
Balance at 30 June 2016
421,377
(2,612)
3,878
(1,816)
962
1
(2,260)
78,811
498,341
Balance at 1 July 2014
406,142
(926)
1,476
95
272
44
1,157
44,362
452,622
Total comprehensive income / (loss) for the year
Profit for the year
Other comprehensive income / (loss), net of
income tax
Total comprehensive income / (loss) for the year
Contributions by and distributions to owners
Dividends paid
Dividend reinvestment plan
Share based payments
Shares vested
Treasury shares sold
Total transactions with owners
14
14
25
-
-
-
-
7,621
-
138
16
7,775
-
-
-
-
-
-
629
25
654
-
-
-
-
-
1,491
(767)
-
724
-
2,136
2,136
-
-
-
-
-
-
-
898
898
-
-
-
-
-
-
-
50
50
-
-
-
-
-
-
-
48,163
48,163
(2,709)
-
375
(2,709)
48,163
48,538
-
-
-
-
-
-
(30,188)
(30,188)
-
-
-
-
7,621
1,491
-
41
(30,188)
(21,035)
Balance at 30 June 2015
413,917
(272)
2,200
2,231
1,170
94
(1,552)
62,337
480,125
The notes on pages 17 to 53 are an integral part of these financial statements.
The notes on pages 43 to 79 are an integral part of these financial statements.
13
40
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
STATEMENT OF FINANCIAL POSITION
As at 30 June 2016
Assets
Cash and cash equivalents
Investments
Investment properties
Finance receivables
Operating lease vehicles
Other assets
Investment in joint arrangement
Intangible assets
Deferred tax asset
Total assets
Liabilities
Borrowings
Current tax liabilities
Trade and other payables
Total liabilities
Equity
Share capital
Retained earnings and reserves
Total equity
Total equity and liabilities
Total interest earning and discount bearing assets
Total interest and discount bearing liabilities
The notes on pages 17 to 53 are an integral part of these financial statements.
The notes on pages 43 to 79 are an integral part of these financial statements.
Jun 2016 Jun 2015
NOTE
$000
$000
9
10
11
12
15(a)
15(b)
7(c)
84,154
37,012
236,435
329,338
8,384
24,513
3,113,957
2,862,070
24,557
14,871
-
57,755
7,068
29,998
12,119
4,383
51,119
8,707
3,547,181
3,359,259
13
2,999,987
2,825,245
15(c)
6,754
42,099
7,869
46,020
3,048,840
2,879,134
14
418,765
413,645
79,576
66,480
498,341
480,125
3,547,181
3,359,259
3,427,117
3,221,246
3,005,853
2,834,100
14
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
41
STATEMENT OF CASH FLOWS
For the year ended 30 June 2016
Cash flows from operating activities
Interest received
Operating lease income received
Lending, credit fees and other income received
Operating inflows
Payments to suppliers and employees
Interest paid
Taxation paid
Operating outflows
Net cash flows from operating activities before changes in operating assets and liabilities
Proceeds from sale of operating lease vehicles
Purchase of operating lease vehicles
Net movement in finance receivables
Net movement in deposits
Total cash provided (applied to) / from operating activities
Cash flows from investing activities
Net proceeds from sale of investment properties
Proceeds from sale of office fit-out, equipment and intangible assets
Net decrease in investments
Total cash provided from investing activities
Purchase of office fit-out, equipment and intangible assets
Capital expenditure on investment properties
Net increase in investments
Purchase of MARAC Insurance Limited
Total cash applied to investing activities
Net cash flows from / (applied to) investing activities
Cash flows applied to financing activities
Net increase in wholesale funding
Total cash provided from financing activities
Dividends paid
Net decrease in wholesale funding
Total cash applied to financing activities
Net cash flows applied to financing activities
Net increase / (decrease) in cash held
Opening cash and cash equivalents
Cash impact of business acquisition (MARAC Insurance Limited)
23
Closing cash and cash equivalents
The notes on pages 17 to 53 are an integral part of these financial statements.
The notes on pages 43 to 79 are an integral part of these financial statements.
Jun 2016 Jun 2015
$000
$000
251,814
243,729
9,468
7,940
8,951
7,017
269,222
259,697
79,661
60,346
131,378
126,179
20,297
9,956
231,336
196,481
37,886
63,216
7,933
7,386
(8,187)
(11,544)
(251,734)
(259,871)
186,120
362,590
(27,982)
161,777
16,492
784
98,480
115,756
9,375
4,885
-
14,260
12,700
6,344
24
-
2,300
15,024
-
89,581
-
95,925
100,732
(81,665)
23
1,637
1,637
14
30,390
-
30,390
-
-
22,567
57,877
80,444
(28,753)
(80,444)
43,997
(332)
37,012
3,145
84,154
37,344
-
37,012
15
42
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
STATEMENT OF CASH FLOWS
For the year ended 30 June 2016
Reconciliation of profit after tax to net cash flows from operating activities
Profit for the year
Add / (less) non-cash items:
Depreciation and amortisation expense
Depreciation on lease vehicles
Impaired asset expense
Total non-cash items
Add / (less) movements in operating assets and liabilities:
Finance receivables
Operating lease vehicles
Other assets
Gain on disposal of property, plant and equipment and intangibles
Current tax
Derivative financial instruments revaluation
Deferred tax expense / (benefit)
Deposits
Other liabilities
Total movements in operating assets and liabilities
Net cash flows from operating activities
The notes on pages 17 to 53 are an integral part of these financial statements.
The notes on pages 43 to 79 are an integral part of these financial statements.
Jun 2016 Jun 2015
$000
$000
54,164
48,163
2,153
5,695
13,501
21,349
2,010
6,375
12,105
20,490
(264,969)
(275,274)
(254)
(2,446)
(322)
(1,125)
(1,338)
(5,078)
2,997
(98)
8,996
1,326
686
(3,420)
173,807
360,545
(7,534)
(103,495)
3,130
93,124
(27,982)
161,777
16
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
43
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
Basis of reporting
Reporting entity
On 31 December 2015, Former Heartland Bank was amalgamated, by way of short form amalgamation, with its ultimate parent, Heartland New
Zealand. Heartland New Zealand has continued as the amalgamated company but has changed its name from Heartland New Zealand Limited
to Heartland Bank Limited. Refer to General Information contained within the Disclosure Statement for further details.
As a result of the Amalgamation, all of Heartland New Zealand's subsidiaries which were previously sitting outside of Former Heartland Bank,
were brought into the banking group. The most significant of these businesses was the Australian reverse mortgage business. Other strategic
investments, such as shareholdings in Harmoney Corp Limited, Ora HQ Limited and MARAC Insurance Limited, were also brought into the
banking group.
The financial statements presented are the consolidated financial statements comprising Heartland Bank Limited (the bank) and its subsidiaries
(the banking group). Refer to Note 23 - Significant subsidiaries for further details. Unless otherwise stated, comparatives presented are for the
consolidated group of the company previously known as Heartland New Zealand Limited.
As at 30 June 2016 Heartland Bank Limited is a listed public company incorporated in New Zealand under the Companies Act 1993, a registered
bank under the Reserve Bank of New Zealand Act 1989 and a FMC reporting entity for the purposes of the Financial Reporting Act 2013 and
Financial Markets Conduct Act 2013.
Basis of preparation
The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (NZ GAAP) and with
the requirements of the Financial Reporting Act 2013. The financial statements comply with New Zealand equivalents to International Financial
Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards as appropriate for profit-oriented entities, and the Registered
Bank Disclosure Statement (New Zealand Incorporated Registered Banks) Order 2014 (as amended). The financial statements also comply with
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
The financial statements are presented in New Zealand dollars which is the bank's functional and the banking group's presentation currency.
Unless otherwise indicated, amounts are rounded to the nearest thousand.
The accounting policies adopted have been applied consistently throughout the periods presented in these financial statements. Certain
comparative information has been restated to comply with the current year presentation.
The financial statements have been prepared on the basis of historical cost, except for financial instruments, land and buildings and investment
property, which are measured at their fair values as identified in the accounting policies set out in the accompanying notes.
The financial statements have been prepared on a going concern basis after considering the banking group's funding and liquidity position.
Financial assets and liabilities
The banking group initially recognises finance receivables and borrowings on the date that they are originated. All other financial assets and
liabilities (including assets and liabilities designated at fair value through profit or loss) are initially recognised on the trade date at which the
banking group becomes a party to the contractual provisions of the instrument.
The banking group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to
receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the
financial asset are transferred. Any interest in transferred financial assets that is created or retained by the banking group is recognised as a
separate asset or liability.
The banking group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.
The banking group enters into transactions whereby it transfers assets recognised on its Statement of Financial Position, but retains either all
risks and rewards of the transferred assets or a portion of them. If all or substantially all risks and rewards are retained, then the transferred
assets are not derecognised from the Statement of Financial Position. Transfers of assets with the retention of all or substantially all risks and
rewards include, for example, securitised assets and repurchase transactions.
Principles of consolidation
The consolidated financial statements of Heartland Bank Limited incorporate the assets, liabilities and results of all controlled entities. Controlled
entities are all entities in which the bank is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee. Intercompany transactions, balances and any unrealised income and expense (except
for foreign currency transaction gains or losses) between controlled entities are eliminated.
The assets and liabilities of entities whose functional currency is not the New Zealand dollar, are translated at the exchange rates ruling at
balance date. Revenue and expense items are translated at the spot rate at the transaction date or a rate approximating that rate. Exchange
differences are taken to the foreign currency translation reserve.
17
44
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
Estimates and judgements
The preparation of the banking group's financial statements requires the use of estimates and judgement. This note provides an overview of the
areas that involved a higher degree of judgement or complexity. Detailed information about each of these estimates and judgements is included
in the relevant notes together with the basis of calculation for each affected item in the financial statements.
Provisions for impairment - The effect of credit risk is quantified based on management's best estimate of future cash repayments and
proceeds from any security held or by reference to risk profile groupings and historical loss data. Refer to Note 19(e) for further details.
Goodwill - Determining the fair value of assets and liabilities of acquired businesses requires the exercise of management judgement. The
carrying value of goodwill is tested annually for impairment, refer to Note 15(b)(ii).
The estimates and judgements used in the preparation of the banking groups financial statements are continually evaluated. They are based on
historical experience and other factors, including expectations of future events that may have a financial impact on the entity.
Performance
1 Segmental analysis
Segment information is presented in respect of the banking group's operating segments which are those used for the banking group's
management and internal reporting structure.
All income received is from external sources, except those transactions with related parties, refer to Note 15(d) - Related party transactions.
Certain selling and administration expenses, such as premises, IT and support centre costs are not allocated to operating segments and are
included in Administration and Support (Admin & Support).
Operating segments
The banking group operates predominantly within New Zealand and comprises the following main operating segments:
Households
Providing a comprehensive range of financial services to New Zealand families (including term, transactional and
savings based deposit accounts together with mortgage lending (residential and home equity release), motor vehicle
finance and consumer finance) and some specific financial services to Australian seniors (home equity release
mortgage lending).
Business
Rural
Providing term debt, plant and equipment finance, commercial mortgage lending and working capital solutions for
small-to-medium sized New Zealand businesses.
Providing specialist financial services to the farming sector primarily offering livestock finance, rural mortgage
lending, seasonal and working capital financing, as well as leasing solutions to farmers.
The banking group's operating segments are different than the industry categories detailed in Note 19 - Asset quality. The operating segments
are primarily categorised by sales channel, whereas Note 19 - Asset quality categorises exposures based on credit risk concentrations.
During the period ended 30 June 2016, the following changes were made to the banking group's operating segments:
- a business unit previously reported in the Household division was moved to the Business division.
- lending through Harmoney, which was previously reported in the Business division, was moved to the Household division.
- the non-core property segment was moved into the Business division.
Comparative information has been restated to be consistent with the current reporting period.
Jun 2016
Net interest income
Net other income
Net operating income
Other selling and administration expenses
Selling and administration expenses
Profit / (loss) before impaired asset expense and income
tax
Impaired asset expense
Profit / (loss) before income tax
Income tax expense
Profit / (loss) for the year
Total assets
Total liabilities
Households
Business
Rural
Admin &
Total
$000
$000
$000
79,320
6,752
86,072
17,995
17,995
41,061
1,921
42,982
9,015
9,015
26,111
152
26,263
4,351
4,351
Support
$000
168
2,076
2,244
38,511
38,511
$000
146,660
10,901
157,561
69,872
69,872
68,077
33,967
21,912
(36,267)
87,689
7,161
60,916
3,381
30,586
2,959
18,953
-
(36,267)
-
-
-
20,024
60,916
30,586
18,953
(56,291)
13,501
74,188
20,024
54,164
1,687,232
907,205
552,461
400,283
3,547,181
-
-
-
3,048,840
3,048,840
18
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
45
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
1 Segmental analysis (continued)
Jun 2015
Net interest income
Net other income
Net operating income
Other selling and administration expenses
Selling and administration expenses
Profit / (loss) before impaired asset expense and income
tax
Impaired asset expense
Operating profit / (loss)
Share of joint arrangement profit
Profit / (loss) before income tax
Income tax expense
Profit / (loss) for the year
Total assets
Total liabilities
2 Net interest income
Households
Business
Rural
Admin &
Total
$000
$000
$000
70,765
5,823
76,588
20,071
20,071
38,666
2,112
40,778
7,480
7,480
23,884
135
24,019
4,878
4,878
Support
$000
1,112
2,210
3,322
35,974
35,974
$000
134,427
10,280
144,707
68,403
68,403
56,517
33,298
19,141
(32,652)
76,304
5,879
50,638
5,716
27,582
510
-
18,631
(32,652)
12,105
64,199
-
-
-
137
137
50,638
27,582
18,631
(32,515)
64,336
-
-
-
16,173
50,638
27,582
18,631
(48,688)
16,173
48,163
1,600,547
828,362
487,673
442,677
3,359,259
-
-
-
2,879,134
2,879,134
Interest income and expense is recognised in profit or loss using the effective interest method. The effective interest rate is established on initial
recognition of the financial assets and liabilities and is not revised subsequently. The calculation of the effective interest rate includes all yield
related fees and commissions paid or received that are an integral part of the effective interest rate.
Interest on the effective portion of a derivative designated as a cash flow hedge is initially recognised in the hedging reserve. It is released to
profit or loss at the same time as the hedged item or if the hedge relationship is subsequently deemed to be ineffective.
Interest income
Cash and cash equivalents
Investments
Finance receivables
Total interest income
Interest expense
Retail deposits
Bank and securitised borrowings
Net interest expense on derivative financial instruments
Total interest expense
Net interest income
Jun 2016
Jun 2015
$000
$000
771
10,203
254,501
265,475
2,458
9,919
248,091
260,468
85,955
31,232
1,628
82,526
43,294
221
118,815
126,041
146,660
134,427
Included within the banking group's interest income on finance receivables is $1,664,000 (2015: $1,157,000) on individually impaired assets.
19
46
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
3 Net operating lease income
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in
negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over
the lease term. Profits on the sale of operating lease vehicles are included as part of operating lease income. Current year depreciation and
losses on the sale of operating lease vehicles are included as part of operating lease expenses.
Operating lease income
Lease income
Gain on disposal of lease vehicles
Total operating lease income
Operating lease expense
Depreciation on lease vehicles
Direct lease costs
Total operating lease expenses
Net operating lease income
4 Other income
Jun 2016
Jun 2015
$000
$000
8,033
836
8,869
5,695
535
6,230
9,430
920
10,350
6,375
712
7,087
2,639
3,263
Rental income from investment properties is recognised on a straight-line basis over the term of the relevant lease. Other items of income are
recognised at the fair value of the consideration received or receivable, net of the amount of goods and services tax (GST) levied.
Rental income from investment properties
Insurance income
Gain on sale of investments
Management fees
Other income
Total other income
5 Selling and administration expenses
Personnel expenses
Directors' fees
Superannuation
Audit and review of financial statements1
Other assurance services paid to auditor 2
Other fees paid to auditor 3
Depreciation - property, plant and equipment
Amortisation - intangible assets
Operating lease expense as a lessee
Legal and professional fees
Other operating expenses
Total selling and administration expenses
NOTE
15(d)
Jun 2016
Jun 2015
$000
1,244
1,508
1,136
-
1,035
4,923
$000
1,478
-
583
500
1,379
3,940
Jun 2016
Jun 2015
$000
$000
39,051
39,619
743
748
436
43
107
1,081
1,072
2,281
2,352
21,958
69,872
917
782
431
23
125
777
1,233
2,001
2,318
20,177
68,403
1 Audit and review of financial statements includes fees paid for both the audit of annual financial statements and review of interim financial
statements.
2 Other assurance services paid to the auditor comprise review of regulatory returns, trust deed reporting, and other agreed upon procedure
engagements.
3 Other fees paid to the auditor include professional fees in connection with regulatory advisory services, project quality assurance, accounting
advice and an internal audit quality assurance review.
20
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
47
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
6 Impaired asset expense
Non-securitised
Individually impaired expense
Collectively impaired expense
Total non-securitised impaired asset expense
Securitised
Individually impaired (benefit) / expense
Collectively impaired expense
Total securitised impaired asset expense
Total
Individually impaired expense
Collectively impaired expense
Total impaired asset expense
7 Taxation
(a)
Income tax expense
Jun 2016
Jun 2015
NOTE
$000
$000
1,072
11,186
12,258
7,153
4,051
11,204
(9)
1,252
1,243
53
848
901
19(e)
19(e)
1,063
12,438
13,501
7,206
4,899
12,105
Income tax expense for the year comprises current tax and movements in deferred tax balances. Income tax expense is recognised in profit or
loss except to the extent that it relates to items recognised directly in other comprehensive income, in which case it is recognised in equity or
other comprehensive income.
Income tax recognised in profit or loss
Current tax
Current year
Adjustments for prior year
Deferred tax
Current year
Adjustments for prior year
Income tax expense recognised in profit or loss
Income tax recognised in other comprehensive income
Current tax
Fair value movements of available for sale investments
Deferred tax
Defined benefit plan
Fair value movements of cash flow hedges
Income tax (benefit) / expense recognised in other comprehensive income
Reconciliation of effective tax rate
Profit before income tax
Prima facie tax at 28%
Higher tax rate for overseas jurisdiction
Plus / (minus) tax effect of items not taxable / deductible
Adjustments for prior year
Utilisation of unrecognised tax losses
Total income tax expense
Jun 2016
Jun 2015
$000
$000
18,850
18,755
208
(195)
1,722
(756)
(2,209)
(178)
20,024
16,173
172
349
(36)
(243)
(107)
19
(1,052)
(684)
74,188
64,336
20,773
18,014
135
114
(548)
(450)
92
(141)
(283)
(1,509)
20,024
16,173
21
48
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
7 Taxation (continued)
(b) Current tax
Current tax is the expected tax receivable or payable on the taxable income for the year, using tax rates enacted or substantively enacted at the
reporting date, and any adjustment to the tax receivable or payable in respect of previous years. Current tax for current and prior years is
recognised as a liability (or asset) to the extent that it is unpaid (or refundable).
(c) Deferred tax
The banking group has recognised deferred tax assets, including those relating to the tax effects of income tax losses and credits available to be
carried forward, to the extent that there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority
and the same subsidiary against which the unused tax losses can be utilised.
Deferred tax assets comprise the following temporary differences:
Employee entitlements
Provision for impairment
Investment properties
Intangibles and property, plant and equipment
Deferred acquisition costs
Operating lease vehicles
Other temporary differences
Total deferred tax assets
Opening balance of deferred tax assets
Acquisition of subsidiaries
Movement recognised in profit or loss
Movement recognised in other comprehensive income
Closing balance of deferred tax assets
(d) Goods and services tax (GST)
Jun 2016
Jun 2015
$000
$000
1,038 1,229
5,797 6,633
1,358 1,473
(177) (399)
(1,196) -
(1,276) (1,543)
1,524 1,314
7,068
8,707
8,707
5,287
(952)
(966)
279
7,068
-
2,387
1,033
8,707
Revenues, expenses and assets are recognised net of the amount of GST. As the banking group is predominantly involved in providing financial
services, only a proportion of GST paid on inputs is recoverable. The non-recoverable proportion of GST is treated as part of the cost of
acquisition of the asset or is expensed.
(e)
Imputation credit account
Imputation credit account
8 Earnings per share
Jun 2016
Jun 2015
$000
2,388
$000
3,484
The calculation of basic and diluted earnings of 11c per share at 30 June 2016 (2015: 10c per share) is based on the profit for the year of
$54,164,000 (2015: $48,163,000), and a weighted average number of shares on issue of 473,359,905 (2015: 466,643,607).
22
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
49
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
Financial Position
9 Investments
The banking group holds investments in bank bonds and floating rate notes, local authority stock, public securities, corporate bonds and equity
investments. Equity investments are classified as being fair valued through profit or loss and the fair value is based on unobservable inputs. All
other investments held are classified as being available for sale and are stated at fair value less impairment, if any. The fair values are derived
by reference to published price quotations in an active market or modelled using observable market inputs.
Bank bonds and floating rate notes
Public sector securities and corporate bonds
Local authority stock
Equity investments
Total investments
10 Investment properties
Jun 2016
Jun 2015
$000
$000
181,786
244,505
8,530
38,828
7,291
31,275
46,839
6,719
236,435
329,338
Investment properties have been acquired through the enforcement of security over finance receivables and are held to earn rental income or for
capital appreciation (or both).
Investment properties are initially recorded at their fair value, with subsequent changes in fair value recognised in profit or loss. Fair values are
determined by qualified independent valuers or other similar external evidence, adjusted for changes in market conditions and the time since the
last valuation.
Opening balance
Acquisitions
Additional capital expenditure
Sales
Closing balance
Jun 2016
Jun 2015
$000
24,513
-
24
$000
24,888
9,000
-
(16,153)
(9,375)
8,384
24,513
23
50
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
11 Finance receivables
Finance receivables are initially recognised at fair value plus incremental direct transaction costs and are subsequently measured at amortised
cost using the effective interest method, less any impairment loss.
Past due but not impaired assets are any assets which have not been operated by the counterparty within their key terms but are not considered
to be impaired by the banking group.
Individually impaired assets are those loans for which the banking group has evidence that it will incur a loss, and will be unable to collect all
principal and interest due according to the contractual terms of the loan.
Restructured assets are impaired assets where the banking group expects to recover all amounts owing although the original terms have been
changed due to the counterparty's difficulty in complying with the original terms of the contract and the amended terms are not comparable with
similar new lending.
Credit impairment provisions are made where events have occurred leading to an expectation of reduced future cash flows from certain
receivables. These provisions are made in some cases against an individual loan and in other cases on a collective basis. When all appropriate
collection and legal action has been performed and the loan is known to be uncollectible, it is written off against the related provision for
impairment.
Non-securitised
Neither at least 90 days past due nor impaired
At least 90 days past due
Individually impaired
Restructured assets
Gross finance receivables
Less provision for impairment
Less fair value adjustment for present value of future losses1
Total non-securitised finance receivables
Securitised
Neither at least 90 days past due nor impaired
At least 90 days past due
Individually impaired
Gross finance receivables
Less provision for impairment
Total securitised finance receivables
Total
Neither at least 90 days past due nor impaired
At least 90 days past due
Individually impaired
Restructured assets
Gross finance receivables
Less provision for impairment
Less fair value adjustment for present value of future losses1
Total finance receivables
Jun 2016
Jun 2015
NOTE
$000
$000
2,785,927
2,552,302
20,070
33,751
3,281
33,459
25,567
3,881
2,843,029
2,615,209
19,936
4,987
24,511
6,242
2,818,106
2,584,456
295,166
276,944
1,897
13
1,516
55
297,076
278,515
1,225
901
295,851
277,614
3,081,093
2,829,246
21,967
33,764
3,281
34,975
25,622
3,881
3,140,105
2,893,724
21,161
4,987
25,412
6,242
3,113,957
2,862,070
19(b)
19(c)
19(a)
19(e)
19(a)
Refer to Note 19 - Asset quality for further analysis of finance receivables by credit risk concentration.
Finance lease receivables
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the
lessee. Amounts due from finance leases are recognised as finance receivables at the amount of the banking group's net investment in the
leases. The table below provides an analysis of finance lease receivables for leases of certain property and equipment in which the banking
group is the lessor.
Gross finance lease receivables
Less than 1 year
Between 1 and 5 years
More than 5 years
Total gross finance lease receivables
Less unearned finance income
Less provision for impairment
Net finance lease receivables
Jun 2016
Jun 2015
$000
$000
29,710
50,030
-
32,484
66,835
68
79,740
99,387
10,614
14,315
132
170
68,994
84,902
1 A fair value adjustment of $8m for the present value of future losses was recognised on acquisition of New Sentinel Limited and Australian
Seniors Finance Pty Limited. This fair value adjustment is amortised over the estimated lifetime of the finance receivables acquired.
24
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
51
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
12 Operating lease vehicles
Operating lease vehicles are stated at cost less accumulated depreciation.
Operating lease vehicles are depreciated on a straight line basis over their expected life after allowing for any residual values. The estimated
lives of operating lease vehicles vary up to five years. Vehicles held for sale are not depreciated but are tested for impairment.
Cost
Opening balance
Additions
Disposals
Closing balance
Accumulated depreciation
Opening balance
Depreciation charge for the year
Disposals
Closing balance
Opening net book value
Closing net book value
Jun 2016
Jun 2015
$000
$000
42,186
8,187
43,595
11,544
(14,645)
(12,953)
35,728
42,186
12,188
5,695
(6,712)
11,171
29,998
24,557
12,300
6,375
(6,487)
12,188
31,295
29,998
The future minimum lease payments receivable under non-cancellable operating leases not
later than one year is $6,362,000 (2015:
$7,961,000), within one to five years is $5,071,000 (2015: $6,225,000) and over five years is nil (2015: nil).
13 Borrowings
Bank borrowings and deposits are initially recognised at fair value including incremental direct transaction costs. They are subsequently
measured at amortised cost using the effective interest method.
Deposits
Subordinated bond
Bank borrowings
Securitised borrowings
Total borrowings
Jun 2016
Jun 2015
$000
$000
2,282,876
2,097,458
3,378
429,304
284,429
3,378
465,779
258,630
2,999,987
2,825,245
Deposits rank equally and are unsecured. The Subordinated bonds rank below all other general liabilities of the banking group.
Securitised borrowings held by investors in Heartland ABCP Trust 1 (ABCP Trust) rank equally with each other and are secured over the
securitised assets of that trust. Securitised borrowings comprise notes issued by ABCP Trust and drawings under the ABCP Trust’s bank
facilities. The ABCP Trust has bank facilities of $350 million (2015: $350 million) in relation to the ABCP Trust, which mature on 1 February
2017.
The banking group has an Australian bank facility provided by Commonwealth Bank of Australia (CBA bank facility) totalling $379 million (2015:
$466 million). The CBA bank facility is secured over the shares in Australian Seniors Finance Pty Limited (ASF) and the assets of the ASF group
(comprising ASF, the ASF Settlement Trust and the Seniors Warehouse Trust). The CBA bank facility has a maturity date of 30 September
2019.
The banking agreements include covenants for the provision of information, attainment of minimum financial ratios and equity, compliance with
specified procedures and certification of due performance by ASF Group.
14 Share capital and dividends
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised
as a deduction from equity, net of any tax effects.
Issued shares
Opening balance
Shares issued during the year
Dividend reinvestment plan
Closing balance
The shares have equal voting rights, rights to dividends and distributions and do not have a par value.
Jun 2016
Number of
shares
000
Jun 2015
Number of
shares
000
469,890
463,266
213
6,366
-
6,624
476,469
469,890
25
52
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
14 Share capital and dividends (continued)
Under dividend reinvestment plans, the bank issued 3,711,076 new shares at $1.110 per share on 2 October 2015 and 2,655,142 new shares at
$1.198 per share on 5 April 2016 (3,680,052 new shares at $1.015 on 3 October 2014 and 2,943,636 new shares at $1.320 on 7 April 2015).
Dividends paid
Final dividend
Interim dividend
Total dividends paid
15 Other balance sheet items
(a) Other assets
Jun 2016
Jun 2015
date
declared
cents per
share
$000
date
declared
cents per
share
18/08/2015
23/02/2016
4.5
3.5
8.0
21,145
25/08/2014
16,545
23/02/2015
37,690
3.5
3.0
6.5
$000
16,394
13,794
30,188
Derivative financial assets consist of interest rate swaps and foreign exchange options.
Interest rate swaps are held to manage the banking
group's exposure to interest rate repricing risk arising from deposits, commercial paper issuance, current and future floating rate bank debt and
investments. Foreign exchange options are used to manage the banking group's exposure to foreign exchange rate risk.
Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation is calculated on a straight line
basis to write off the net cost or other revalued amount of each asset over its expected useful life to its estimated residual value.
Derivative financial assets
Trade receivables
Prepayments
Property, plant and equipment
Total other assets
(b) Intangible assets
(i)
Intangible assets with definite useful lives
Jun 2016
Jun 2015
$000
$000
148
5,452
622
8,649
59
5,546
1,092
5,422
14,871
12,119
Software acquired or internally developed by the banking group is stated at cost less accumulated amortisation and any accumulated impairment
losses. Subsequent expenditure on software assets is capitalised only when it increases the future economic value of that asset. Amortisation of
software is on a straight line basis, at rates which will write off the cost over their estimated economic lives. All other expenditure is expensed
immediately as incurred.
Computer Software Cost
(ii) Goodwill
Jun 2016
Jun 2015
$000
12,612
$000
5,976
Goodwill arising on acquisition represents the excess of the cost of the acquisition over the banking group’s interest in the fair value of the
identifiable net assets. Goodwill that has an indefinite useful life is not subject to amortisation and is tested for impairment annually. Goodwill is
carried at cost less accumulated impairment losses.
Goodwill
Jun 2016
Jun 2015
$000
$000
45,143
45,143
Goodwill was tested for impairment as at 30 June 2016. In assessing impairment, an internal valuation model was developed to indicate the
value of the business. This value was compared to the net assets of the banking group. There was no indication of impairment and no
impairment losses have been recognised against the carrying amount of goodwill for the year ended 30 June 2016 (30 June 2015: nil).
The banking group’s management and Board of Directors have assessed that goodwill should be allocated to the banking group as a cash-
generating unit, as this is the cash generating unit at which goodwill is assessed for impairment and to which any future economic benefit will
arise.
26
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
53
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
15 Other balance sheet items (continued)
(c) Trade and other payables
Derivative financial liabilities consist of interest rate swaps held to manage the banking group's exposure to interest rate repricing risk arising
from fixed rate mortgage loans.
Annual leave entitlements are accrued at amounts expected to be paid. Long service leave is accrued by calculating the probable future value of
entitlements and discounting back to present value. Obligations to defined contribution superannuation schemes are recognised as an expense
when the contribution is paid.
Derivative financial liabilities
Trade payables
GST payable
Insurance liability
Due to related parties
Employee benefits
Total trade and other payables
(d) Related party transactions
Jun 2016
Jun 2015
NOTE
$000
$000
5,866
12,988
14,238
5,235
-
3,772
6,407
14,808
16,571
-
2,448
5,786
42,099
46,020
15(d)
On 17 July 2015, MARAC Insurance Limited (MARAC Insurance) became a wholly owned subsidiary of the bank. Previously, MARAC Insurance
was a wholly owned subsidiary of MARAC JV Holdings Limited which the bank held as a joint arrangement. As a result, from 17 July 2015,
related party transactions and balances with MARAC Insurance are eliminated on consolidation of the banking group. Refer to Note 23 for more
details.
MARAC Insurance, Heartland Cash and Term PIE Fund and some key management personnel invested in the bank's deposits. The investments
of Heartland Cash and Term PIE Fund are detailed in Note 24 - Structured entities.
Transactions with related parties
MARAC Insurance Limited
Interest expense
Lending and credit fee income
Other income
Total transactions with related parties
Due to related parties
MARAC Insurance Limited
Total due to related parties
Transactions with key management personnel
Jun 2016
Jun 2015
$000
$000
-
-
-
-
-
-
(31)
625
500
1,094
2,448
2,448
Key management personnel, being directors of the bank and those Executives reporting directly to the Chief Executive Officer and their
immediate relatives, have transacted with the banking group during the year as follows:
Transactions with key management personnel
Interest income
Interest expense
Key management personnel compensation:
Short-term employee benefits
Share-based payment expense
Total transactions with key management personnel
Due (to) / from key management personnel
Finance receivables
Borrowings - deposits
Total due (to) / from key management personnel
Jun 2016
Jun 2015
$000
$000
104
(460)
68
(573)
(5,064)
(848)
(6,268)
(6,690)
(2,693)
(9,888)
1,428
1,391
(26,526)
(14,386)
(25,098)
(12,995)
27
54
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
16 Fair value
The fair values of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or dealer price
quotations. For all other financial instruments, the banking group determines fair value using other valuation techniques.
The banking group measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the
measurements.
-
-
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices)
or indirectly (derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The banking group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change
has occurred.
(a) Financial instruments measured at fair value
The following methods and assumptions were used to estimate the fair value of each class of financial asset and liability measured at fair value
on a recurring basis in the Statement of Financial Position.
Investments
Investments in public sector securities and corporate bonds are classified as being available for sale and are stated at fair value, with the fair
value being based on quoted market prices (Level 1 under the fair value hierarchy) or modelled using observable market inputs (Level 2 under
the fair value hierarchy). Refer to Note 9 - Investments for more details.
Investments valued under level 2 of the fair value hierarchy are valued either based on quoted market prices or dealer quotes for similar
instruments, or discounted cash flows analysis.
Investments in unlisted equity securities are classified as being fair valued through profit or loss and are valued under Level 3 of the fair value
hierarchy, with the fair value being based on unobservable inputs.
Finance receivables
Fixed rate Home Equity Release loans classified as finance receivables are stated at fair value with the fair value being based on present value
of future cash flows discounted using observable market interest rates (Level 2 under the fair value hierarchy).
Derivative items
Interest rate swaps are classified as held for trading and are recognised in the financial statements at fair value. Derivatives are initially
recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at their fair value. Fair
values are determined on the basis of discounted cash flow analysis using observable market prices and adjustments for counterparty credit
spreads. (Level 2 under the fair value hierarchy).
The following table analyses financial instruments measured at fair value at the reporting date by the level in the fair value hierarchy into which
each fair value measurement is categorised. The amounts are based on the values recognised in the Statement of Financial Position.
Jun 2016
Assets
Investments
Finance receivables
Derivative assets held for risk management
Total
Liabilities
Derivative liabilities held for risk management
Total
Jun 2015
Assets
Investments
Finance receivables
Derivative assets held for risk management
Total
Liabilities
Derivative liabilities held for risk management
Total
Level 1
$000
Level 2
$000
Level 3
$000
Total
$000
229,144
-
7,291
236,435
-
-
21,884
148
-
-
21,884
148
229,144
22,032
7,291
258,467
-
-
5,866
5,866
-
-
5,866
5,866
311,815
-
-
10,804
25,021
59
6,719
329,338
-
-
25,021
59
311,815
35,884
6,719
354,418
-
-
6,407
6,407
-
-
6,407
6,407
28
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
55
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
16 Fair value (continued)
(b) Financial instruments not measured at fair value
The following methods and assumptions were used to estimate the fair value of each class of financial assets and liabilities not recognised at fair
value but for which fair value is calculated for disclosure purposes under level 2 or 3 of the fair value hierarchy.
Cash and cash equivalents and other financial assets and liabilities
The fair value of all cash and cash equivalents and other financial assets and liabilities is considered equivalent to their carrying value due to
their short term nature.
Finance receivables
The fair value of the banking group's finance receivables is calculated using a valuation technique which assumes the banking group's current
weighted average lending rates for loans of a similar nature and term.
The current weighted average lending rate used to fair value finance receivables with a fixed interest rate was 8.65% (2015: 8.95%). Finance
receivables with a floating interest rate are deemed to be at current market rates. The current amount of credit provisioning has been deducted
from the fair value calculation of finance receivables as a proxy for future losses. Prepayment rates have not been factored into the fair value
calculation as they are not deemed to be material.
Borrowings
The fair value of deposits, bank borrowings and other borrowings is the present value of future cash flows and is based on the current market
interest rates payable by the banking group for debt of similar maturities. The current market rate used to fair value borrowings is 3.29% (2015:
4.32%).
Other financial assets and financial liabilities
The banking group has not disclosed the fair values for financial instruments such as short-term trade receivables and payables, because their
carrying amounts are a reasonable approximation of fair values.
The following table sets out the fair values of financial instruments not measured at fair value and analyses them by the level in the fair value
hierarchy into which each fair value measurement is categorised.
Jun 2016
Assets
Cash and cash equivalents
Finance receivables
Finance receivables - securitised
Other financial assets
Total financial assets
Liabilities
Borrowings
Borrowings - securitised
Other financial liabilities
Total financial liabilities
Jun 2015
Assets
Cash and cash equivalents
Finance receivables
Finance receivables - securitised
Other financial assets
Total financial assets
Liabilities
Borrowings
Borrowings - securitised
Other financial liabilities
Total financial liabilities
Level 1
Level 2
Level 3
Total Fair
Value
Total
Carrying
Value
$000
$000
$000
$000
$000
84,154
-
-
-
84,154
-
-
-
-
-
-
84,154
84,154
2,792,936
2,792,936
2,796,222
297,371
297,371
295,851
5,452
5,452
5,452
3,095,759
3,179,913
3,181,679
-
-
-
-
2,727,417
284,429
-
-
2,727,417
2,715,558
284,429
284,429
-
21,995
21,995
21,995
3,011,846
21,995
3,033,841
3,021,982
37,012
-
-
-
37,012
-
-
-
-
-
-
37,012
37,012
2,582,776
2,582,776
2,584,456
279,491
279,491
277,614
5,546
5,546
5,546
2,867,813
2,904,825
2,904,628
-
-
-
-
2,576,425
258,630
-
-
2,576,425
2,566,615
258,630
258,630
2,448
20,594
23,042
23,042
2,837,503
20,594
2,858,097
2,848,287
29
56
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
16 Fair value (continued)
(c) Classification of financial instruments
The following tables summarise the categories of financial instruments and the carrying value and fair value of all financial instruments of the
banking group:
Jun 2016
Cash and cash equivalents
Investments
Finance receivables
Finance receivables - securitised
Derivative financial assets
Other financial assets
Total financial assets
Borrowings
Borrowings - securitised
Derivative financial liabilities
Other financial liabilities
Total financial liabilities
Jun 2015
Cash and cash equivalents
Investments
Finance receivables
Finance receivables - securitised
Derivative financial assets
Other financial assets
Total financial assets
Borrowings
Borrowings - securitised
Derivative financial liabilities
Other financial liabilities
Total financial liabilities
Held for
trading
Loans and
receivables
Available
for sale
Financial
liabilities at
amortised
cost
Total
Carrying
Value
Total Fair
Value
$000
$000
$000
$000
$000
$000
-
84,154
-
7,291
-
229,144
-
-
2,818,106
295,851
148
-
-
5,452
-
-
-
-
7,439
3,203,563
229,144
-
-
-
-
-
-
-
84,154
84,154
236,435
236,435
2,818,106
2,814,820
295,851
297,371
148
5,452
148
5,452
3,440,146
3,438,380
-
-
5,866
-
5,866
-
-
-
-
-
-
37,012
-
-
-
-
-
-
6,719
-
322,619
-
-
59
-
2,584,456
277,614
-
5,546
-
-
-
-
6,778
2,904,628
322,619
2,715,558
2,715,558
2,727,417
284,429
284,429
284,429
-
21,995
5,866
21,995
5,866
21,995
3,021,982
3,027,848
3,039,707
-
-
-
-
-
-
-
37,012
37,012
329,338
329,338
2,584,456
2,582,776
277,614
279,491
59
5,546
59
5,546
3,234,025
3,234,222
-
-
6,407
-
6,407
-
-
-
-
-
-
-
-
-
-
2,566,615
2,566,615
2,576,425
258,630
258,630
258,630
-
23,042
6,407
23,042
6,407
23,042
2,848,287
2,854,694
2,864,504
30
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
57
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
Risk Management
17 Risk management policies
The banking group is committed to the management of risk and operates an Enterprise Risk Management Program (RMP) across four primary
risk domains; credit, liquidity, market (including interest rate), and operational & compliance. The banking group's risk management strategy is
set by the board of directors (Board). The banking group has put in place management structures and information systems to manage risks
incorporated in the RMP. The banking group has separate monitoring tasks where feasible and subjects all risk processes to hindsight and
internal audit, and accounting systems to regular internal and external audits.
Role of the Board and the Board Risk Committee
The Board, through its Board Risk Committee (BRC) is responsible for the overall risk management process and the development of the RMP.
The role of the BRC is to assist the Board to formulate its risk appetite, understand the risks the banking group faces and to ensure that all policy
and decisions are made in accordance with the banking group's corporate values and guiding principles. The BRC has the following
responsibilities:
-
-
-
-
-
To advise the Board on the formulation of the Board’s Statement of Risk Appetite at least annually.
To review reports from management concerning the RMP in the context of the Risk Appetite Statement in order to assure the Board of the
programme’s effectiveness.
To review reports from management concerning transactions involving risks in excess of the CRO’s authority limits in order to recommend
to the Board any appropriate approvals or provide such approval where the BRC has delegated authority.
To review reports from management concerning changes anticipated in the economic, business and regulatory environment (including
consideration of emerging trends) and other factors considered relevant to the Risk Appetite Statement, in order to monitor them and advise
the Board of any new risks or opportunities that could have a significant financial, regulatory or reputational impact.
To review reports from management concerning the Bank’s internal compliance policies in order to advise the Board of their effectiveness
and recommend their approval or variation (or, where the BRC has been delegated authority, as set out in the Policy Register, to itself
approve or vary them).
The BRC consists of four non-executive, independent directors. In addition the CRO and CFO attend the BRC meetings, and the CEO and
directors who are not members of the BRC are entitled to attend BRC meetings. The BRC meets at least bi-monthly to review identified risk
issues, and reports directly to the Board. A member of the BRC sits on the Audit Committee and vice versa.
Audit Committee and Internal Audit
The banking group has an internal audit function, the objective of which is to provide independent, objective assurance over the internal control
environment. In certain circumstances, Internal Audit will provide risk and control advice to Management provided the work does not impede the
independence of the Internal Audit function. The function assists the bank in accomplishing its objectives by bringing a systematic and disciplined
approach to evaluate and improve the effectiveness of risk management, control, and governance processes.
Internal audit is allowed full, free and unfettered access to any and all of the organisation’s records, personnel and physical properties deemed
necessary to accomplish its internal audit activities.
A regular cycle of review has been implemented to cover all areas of the business, focused on assessment, management and control of risks.
The audit plan takes into account cyclical review of various business units and operational areas, as well as identified areas of higher identified
risk. The audit methodology is designed to meet or exceed the International Standards for the Professional Practice of Internal Auditing of The
Institute of Internal Auditors.
Each audit has specific audit procedures tailored to the area of business that is being reviewed. The audit procedures are updated during each
audit to reflect any process changes. Audit work papers are completed to evidence the testing performed in accordance with the audit
procedures.
Audit reports are addressed to the manager of the relevant area that is being audited in addition to other relevant stakeholders within the bank.
Management comments are obtained from the process owner(s) and are included in the report.
The internal audit function has direct reporting lines, and accountability to the Audit Committee of the bank and administratively to the CRO. A
schedule of all outstanding internal control issues is maintained and presented to the Audit Committee to assist the Audit Committee to track the
resolution of previously identified issues. Any issues raised that are categorised as high risk are specifically reviewed by internal audit during a
follow-up review once the issue is considered closed by management. The follow-up review is performed with a view to formally close out the
issue.
The Audit Committee focuses on financial reporting and application of accounting policies as part of the internal control and risk assessment
framework. The Audit Committee monitors the identification, evaluation and management of all significant risks through the banking group. This
work is supported by internal audit, which provides an independent assessment of the design, adequacy and effectiveness of internal controls.
The Audit Committee receives regular reports from internal audit.
31
58
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
17 Risk management policies (continued)
Audit Committee and Internal Audit (continued)
Charters for both the BRC and the Audit Committee ensure suitable cross representation to allow effective communication pertaining to identified
issues with oversight by the Board. The CRO has a direct reporting line to the Chairman of the Board. The Head of Internal Audit has a direct
reporting line to the Chairman of the Audit Committee.
Asset and Liability Committee (ALCO)
The ALCO comprises the CEO (Chair), Head of Banking, CFO, CRO and Treasurer. The ALCO has responsibility for overseeing aspects of the
banking group's financial position risk management. The ALCO usually meet monthly, and reports to the BRC. The purpose of the ALCO is to
support the BRC with specific responsibilities for decision making and oversight of risk matters in relation to:
- Market risk (including non-traded interest rate risk and the investment of capital)
- Liquidity risk (including funding)
- Foreign exchange rate risk
- Balance sheet structure
- Capital management
Executive Risk Committee (ERC)
The ERC comprises the CEO (Chair), Head of Banking, CFO, CRO, Chief Strategy Advisor, Head of Internal Audit, Head of Retail and
Consumer, Head of Rural, Head of Business, Head of Human Resources and Group General Counsel. The ERC has responsibility for
overseeing all risk aspects not considered by ALCO, including that the internal control environment is managed so that residual risk is consistent
with the banking groups risk appetite. The purpose of ERC is to support the BRC with specific responsibilities for decision making and oversight
of the following risk categories:
- Operational and compliance risk
- Credit risk
- Strategic risk
- Legal and governance risk
- Business risk
Operational & compliance risk
Operational & compliance risk is the risk arising from day to day operational activities in the execution of the banking group's strategy which may
result in direct or indirect loss. Operational & compliance risk losses can occur as a result of fraud, human error, missing or inadequately
designed processes, failed systems, damage to physical assets, improper behaviour or from external events. The losses range from direct
financial
losses, to reputational damage, unfavourable media attention, loss of staff or clients as a breach of laws or banking regulations.
Examples include failure to comply with policy and legislation, human error, natural disasters, fraud and other malicious acts. Where appropriate,
risks are mitigated by insurance.
To ensure appropriate responsibility is allocated for the management, reporting and escalation of operational & compliance risk, the banking
group operates a “three lines of defence” model which outlines principles for the roles, responsibilities and accountabilities for operational &
compliance risk management:
-
-
-
The first line of defence is the business line management of the identification, management and mitigation of the risks associated with the
products and processes of the business. This accountability includes regular testing and certification of the adequacy and effectiveness of
controls and compliance with the banking group’s policies.
The second line of defence is the Risk & Compliance function, responsible for the design and ownership of the Operational & Compliance
Risk framework. It incorporates key processes including Risk and Control Self-Assessment (RCSA), incident management, independent
evaluation of the adequacy and effectiveness of the internal control framework, and the self-certification process.
The third line of defence is audit. Internal Audit is responsible for independently assessing how effectively Heartland is managing its risk
according to stated risk appetite.
The banking group’s exposure to operational & compliance risk is governed by a policy approved by the Board and managed by the ERC. This
policy sets out the nature of risk which may be taken and aggregate risk limits, and the ERC must conform to this.
Foreign exchange rate risk
Foreign exchange risk is the risk that the banking group’s earnings and shareholder equity position are adversely impacted from changes in
foreign exchange rates. The banking group has exposure to foreign exchange translation risks through its Australian subsidiaries (which have a
functional currency of AUD), in the forms of profit translation risk and balance sheet translation risk.
Profit translation risk is the risk that deviations in exchange rates have a significant impact on the reported profit. Balance sheet translation risk
is the risk that whilst the foreign currency value of the net investment in a subsidiary may not have changed, when translated back to the New
Zealand dollars (NZD), the NZD value has changed materially due to movements in the exchange rates. Foreign exchange revaluation gains and
losses are booked to the Foreign currency translation reserve. Substantial foreign exchange rate movements in any given year may have an
impact on other comprehensive income. The banking group manages this risk by setting and approving the foreign exchange rate for the
upcoming financial year and entering into hedging contracts to manage the foreign exchange translation risks.
32
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
59
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
18 Credit risk exposure
Credit risk is the risk that a borrower will default on any type of debt by failing to make payments which it is obligated to do so. The risk is
primarily that of the lender and includes loss of principal and interest, disruption to cash flows and increased collection costs.
Credit risk is managed to achieve sustainable risk-reward performance whilst maintaining exposures within acceptable risk “appetite”
parameters. This is achieved through the combination of governance, policies, systems and controls, underpinned by commercial judgement as
described below.
To manage this risk the BRC oversees the formal credit risk management strategy. The BRC reviews the Banking Group's credit risk exposures
on a quarterly basis to ensure consistency with the Banking Group's credit policies to manage all aspects of credit risk. The credit risk
management strategies ensure that:
- Credit origination meets agreed levels of credit quality at point of approval.
- Sector and geographical risks are actively managed.
-
Industry concentrations are actively monitored.
- Maximum total exposure to any one debtor is actively managed.
- Changes to credit risk are actively monitored with regular credit reviews.
The banking group has adopted a detailed Credit Risk Framework which contains further detail and appetite regarding the above credit risk
management strategies. The Framework is the overarching Credit Risk document and is supported further by Lending Standards that provide
criteria for finance products within each business sector. The combination of the Credit Risk Framework and Lending Standards guides credit
assessment, credit risk grading, documentation standards, legal procedures and compliance with regulatory and statutory requirements.
The BRC has authority from the Board for approval of all credit exposures. Lending authority has been provided to the Banking Group's Credit
Committee, for delegation through the business units under a detailed Delegated Lending Authority framework. Application of credit discretions in
the business operation are monitored through a defined review and hindsight structure as outlined in the Credit Risk Oversight Policy. Delegated
Lending Authorities are provided to individual officers with due cognisance of their experience and ability. Larger and higher risk exposures
require approval of senior management, the Credit Risk Committee and ultimately through to the BRC.
The banking group employs a comprehensive process of hind sighting loans to ensure that credit policies and the quality of credit processes are
maintained.
Home equity loans and negative equity risk
Home equity release loans are a form of mortgage lending targeted toward the seniors market. These loans differ to conventional mortgages in
that they typically are not repaid until the borrower ceases to reside in the property. Further, interest is not required to be paid, it is capitalised
with the loan balance and is repayable on termination of the loan. As such, there are no incoming cash flows and therefore no default risk to
manage during the term of the loan. Credit risk becomes 'negative equity' risk through the promise to customers that they can reside in their
property for 'as long as they wish' and repayment of their loan is limited to the net sale proceeds of their property.
The banking group's exposure to negative equity risk is managed by Credit Risk Policy in conjunction with associated lending standards specific
for this product. Both New Zealand and Australia home equity operations are similarly aligned. The policy is managed and reviewed by Credit to
ensure appropriate consistency across locations.
(a) Maximum exposure to credit risk at the relevant reporting dates
The following table represents the maximum credit risk exposure, without taking account of any collateral held. The exposures set out above are
based on net carrying amounts as reported in the Statement of Financial Position.
Cash and cash equivalents
Investments
Finance receivables
Derivative financial assets
Other financial assets
Total on balance sheet credit exposures
Jun 2016
Jun 2015
$000
$000
84,154
37,012
236,435
329,338
3,113,957
2,862,070
148
5,452
59
5,546
3,440,146
3,234,025
33
60
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
18 Credit risk exposure (continued)
(b) Concentration of credit risk by geographic region
Auckland
Wellington
Rest of North Island
Canterbury
Rest of South Island
Australia:
Queensland
New South Wales
Victoria
Western Australia
South Australia
Rest of Australia
Rest of the world 1
Collective provision
Less acquisition fair value adjustment for present value of future losses
Total on balance sheet credit exposures
Jun 2016
Jun 2015
$000
$000
847,182
188,962
888,085
505,455
488,301
113,912
189,868
90,326
18,120
16,860
10,387
103,934
830,027
206,818
788,904
494,848
424,828
117,867
182,032
83,213
17,396
18,169
11,048
75,318
3,461,392
3,250,468
(16,259)
(10,201)
(4,987)
(6,242)
3,440,146
3,234,025
1 These overseas assets are not Finance Receivables, they are Investments. These assets represent NZD-denominated investments in AA+
and higher rated securities issued by offshore supranational agencies ("Kauri Bonds").
(c) Concentration of credit risk by industry sector
Agriculture
Forestry and Fishing
Mining
Manufacturing
Finance & Insurance
Wholesale trade
Retail trade
Households
Property and Business services
Transport and storage
Other Services
Collective provision
Less acquisition fair value adjustment for present value of future losses
Total on balance sheet credit exposures
Jun 2016
Jun 2015
$000
$000
628,202
537,286
52,478
14,912
88,412
35,126
14,105
93,779
339,646
377,318
36,040
82,665
260,510
193,862
1,498,261
1,397,003
405,469
396,939
26,715
20,068
110,747
102,317
3,461,392
3,250,468
(16,259)
(10,201)
(4,987)
(6,242)
3,440,146
3,234,025
34
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
61
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
18 Credit risk exposure (continued)
(d) Commitments to extend credit
Undrawn facilities available to customers
Conditional commitments to fund at future dates
Jun 2016
Jun 2015
$000
$000
147,903
114,855
116,217
108,037
As at 30 June 2016 there are no undrawn lending commitments to counterparties for whom drawn balances are classified as individually
impaired (2015: nil).
(e) Credit exposures to connected persons
Credit exposures to non-bank connected persons at year end ($000's)
Credit exposures to non-bank connected persons at year end (% of total Tier 1 Capital)
Peak credit exposures to non-bank connected persons during the year ($000's)
Peak credit exposures to non-bank connected persons during the year (% of total Tier 1 Capital)
Jun 2016
-
0.00%
-
0.00%
Credit exposure concentrations are derived in accordance with the bank's conditions of registration, BS2A and BS8 and disclosed on the basis of
actual credit exposures and calculated on a gross basis (net of individual credit impairment allowances and excluding advances of a capital
nature). The banking group does not have credit exposures to connected persons other than non-bank connected persons. Peak end-of-day
credit exposures to non-bank connected persons have been calculated using the banking group’s Tier 1 capital at 30 June 2016.
The rating-contingent limit, which is applicable to the banking group, based on the Conditions of Registration imposed by the RBNZ is 15%.
There have been no rating-contingent limit changes during the accounting period. Within the rating-contingent limit there is a sub-limit of 15% of
Tier 1 capital, which applies to the aggregate credit exposure to non-bank connected persons.
There are no individual credit impairment allowances against credit exposures to non-bank connected persons as at 30 June 2016.
Exposures to connected persons are not on more favourable terms (e.g. as relates to such matters as credit assessments, tenor, interest rates,
amortisation schedules and requirement for collateral) than corresponding exposures to non-connected persons.
The banking group does not have any contingent exposures to connected persons arising from risk lay-off arrangements as at balance date.
(f) Credit exposure to individual counterparties
At 30 June 2016 the banking group did not have any period end or peak end-of-day credit exposures over 10% of equity to individual
counterparties (not being members of groups of closely related counterparties) or groups of closely related counterparties (excluding central
government of any country with a long-term credit rating of A- or A3 or above, or its equivalent, or any bank with a long-term credit rating of A- or
A3 or above, or its equivalent, and connected persons) (2015: nil).
The peak aggregate end-of-day credit exposure is determined by taking the maximum end-of-day aggregate amount of credit exposure over the
period. The amount is then divided by the banking group's equity as at the end of the quarter. Credit exposures disclosed are based on actual
exposures. The credit rating is applicable to an entity’s long term senior unsecured obligations payable in New Zealand, in New Zealand dollars.
35
62
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
19 Asset quality
The disclosures in this note are categorised by the following credit risk concentrations:
Corporate
Rural
Property
Other
Residential
Lending to the farming sector primarily livestock, rural mortgage lending, seasonal and working capital financing, as
well as leasing solutions to farmers. Includes lending to individuals and small to medium enterprises.
Property asset lending including non-core property.
All other lending that does not fall into another category.
Lending secured by a first ranking mortgage over a residential property used primarily for residential purposes either
by the mortgagor or a tenant of the mortgagor.
All Other
Consumer lending to individuals.
(a) Finance receivables by credit risk concentration
Jun 2016
Neither at least 90 days past due nor impaired
At least 90 days past due
Individually impaired
Restructured assets
Fair value adjustment for present value of future
losses
Provision for impairment
NOTE
19(b)
19(c)
11
19(e)
Corporate
Residential
All Other
Total
Rural
$000
Property
$000
Other
$000
$000
$000
$000
654,353
4,293
22,667
56
-
3,561
-
-
266
935,859
854,183
636,432
3,081,093
-
12,632
588
4,454
7,536
766
-
-
-
2,459
21,967
33,764
3,281
-
(4,987)
-
(4,987)
(4,464)
(1,649)
(8,416)
(3,046)
(3,586)
(21,161)
Total net finance receivables
676,905
2,178
948,377
846,738
639,759
3,113,957
Jun 2015
Neither at least 90 days past due nor impaired
At least 90 days past due
Individually impaired
Restructured assets
Fair value adjustment for present value of future
losses
Provision for impairment
19(b)
19(c)
11
19(e)
553,739
17,904
1,562
43
-
-
884,942
837,063
553,502
2,829,246
286
6,854
-
-
13,384
16,982
1,024
655
224
-
2,746
-
2,814
34,975
25,622
3,881
-
(6,242)
-
(6,242)
(2,173)
(4,614)
(14,368)
(1,763)
(2,494)
(25,412)
Total net finance receivables
571,075
2,526
901,964
829,937
556,568
2,862,070
(b) Past due but not impaired
Jun 2016
Less than 30 days past due
At least 30 and less than 60 days past due
At least 60 but less than 90 days past due
At least 90 days past due
Total past due but not impaired
Jun 2015
Less than 30 days past due
At least 30 and less than 60 days past due
At least 60 but less than 90 days past due
At least 90 days past due
Total past due but not impaired
10,822
4,837
3,051
4,293
23,003
7,338
3,752
416
17,904
29,410
-
-
-
-
-
-
-
-
286
286
20,512
5,855
3,124
12,632
42,123
9,185
3,434
4,099
13,384
30,102
1,522
719
-
588
20,194
5,287
2,394
4,454
53,050
16,698
8,569
21,967
2,829
32,329
100,284
2,877
14,700
491
532
655
3,984
1,789
2,746
4,555
23,219
34,100
11,661
6,836
34,975
87,572
36
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
63
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
19 Asset quality (continued)
(c)
Individually impaired assets
Jun 2016
Opening
Additions
Deletions
Write offs
Closing gross individually impaired assets
Less: provision for individually impaired assets
Total net impaired assets
Jun 2015
Opening
Additions
Deletions
Write offs
Closing gross individually impaired assets
Less: provision for individually impaired assets
Total net impaired assets
(d) Credit risk grading
Corporate
Residential
All Other
Total
Rural
$000
Property
$000
Other
$000
$000
$000
$000
1,562
23,135
(1,420)
(610)
22,667
869
21,798
6,854
350
(1,115)
(2,528)
3,561
524
3,037
16,982
11,431
(12,005)
(8,872)
7,536
3,509
4,027
2,818
1,072
17,090
700
7,709
32,707
(1,651)
(10,375)
(23,117)
(677)
1,562
817
745
(561)
6,854
3,258
3,596
(317)
16,982
11,136
5,846
224
-
(224)
-
-
-
-
-
227
(3)
-
224
-
224
-
-
-
-
-
-
-
-
-
-
-
-
-
25,622
34,916
(14,764)
(12,010)
33,764
4,902
28,862
27,617
34,706
(35,146)
(1,555)
25,622
15,211
10,411
The banking group's receivables are monitored either by account behaviour or a regular assessment of their credit risk grade based on an
objective review of defined risk characteristics. The portfolio risk is regularly refreshed based on current information.
The banking group classifies finance receivables as Behavioural or Judgement.
The Behavioural portfolio consists of consumer, retail and home equity release receivables and usually relates to financing of or the acquisition
of a single asset.
Consumer loans are typically introduced by vendors of the asset financed and are smaller in value than Judgement loans. Consumer and retail
loans are risk graded based on arrears status.
Consumer and retail loans are classified as either not in arrears, active, arrangement, non-performing / repossession or recovery, as described
below:
•
•
•
•
Active – loans for which the arrears category has reached 5 days overdue.
Arrangement – 5 to 34 days overdue accounts for which arrangements have or are in the process of being made for arrears to be repaid.
Non-performing / Repossession – residential mortgage loans that are greater than 90 days past due / other loans for which security has or
is in the process of being repossessed.
Recovery loans – loans for which security has been sold and shortfalls are being sought from the customer or where other recovery action
is being taken.
The banking group also lends funds on its home equity release product which is considered behavioural but has no arrears characteristics.
These loans are assessed on origination against a pre-determined criteria supported by an actuarial assessment of future losses. The
assumptions embedded in that assessment are reviewed annually against actual experience.
The Judgement portfolio consists mainly of Business and Rural
lending. Judgement loans relate to loans where an on-going and detailed
working relationship with the customer has been developed.
Judgement loans are individually risk graded based on loan status, financial information, security and debt servicing ability. Exposures in the
Judgement portfolio are credit risk graded by an internal risk grading mechanism.
In the Judgement portfolio, grade 1 is the strongest risk grade for undoubted risk and grade 9 represents the weakest risk grade where a loss is
probable. Grade 10 reflects loss accounts written off. Grades 2 to 8 represent ascending steps in management's assessment of risk of
exposures. The banking group typically finances new loans in risk grades 2 to 5 of the Judgement portfolio.
37
64
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
19 Asset quality (continued)
(d) Credit risk grading (continued)
Corporate
Residential All Other
Total
Rural
$000
Property
$000
Other
$000
$000
$000
$000
Jun 2016
Judgement portfolio
Grade 1 - Very Strong
Grade 2 - Strong
Grade 3 - Sound
Grade 4 - Adequate
Grade 5 - Acceptable
Grade 6 - Monitor
Grade 7 - Substandard
Grade 8 - Doubtful
Grade 9 - At risk of loss
936
5,553
16,523
90,431
405,299
79,468
414
11,495
10,223
-
-
-
-
-
266
-
3,037
-
-
-
20,593
75,078
178,616
295,342
46,168
20,020
2,372
1,965
13,897
1,132
2,098
1,712
-
-
-
-
Total Judgement portfolio
620,342
3,303
640,154
18,839
-
-
-
-
-
-
-
-
-
-
936
40,043
92,733
271,145
702,353
125,902
20,434
16,904
12,188
1,282,638
Behavioural portfolio
Not in arrears
Active
Arrangement
Non-performing / Repossession
Recovery
Total Behavioural portfolio
Provision for collectively impaired assets
Fair value adjustment for present value of future losses
58,419
817
607
230
85
60,158
(3,595)
-
-
-
-
-
-
-
301,797
833,201
604,652
1,798,069
5,875
3,092
1,194
1,172
1,522
1,209
-
-
17,681
10,015
5,083
5,914
25,895
14,923
6,507
7,171
313,130
835,932
643,345
1,852,565
(1,125)
(4,907)
-
-
(3,046)
(4,987)
(3,586)
(16,259)
-
(4,987)
Total finance receivables
676,905
2,178
948,377
846,738
639,759
3,113,957
Jun 2015
Judgement portfolio
Grade 1 - Very Strong
Grade 2 - Strong
Grade 3 - Sound
Grade 4 - Adequate
Grade 5 - Acceptable
Grade 6 - Monitor
Grade 7 - Substandard
Grade 8 - Doubtful
Grade 9 - At risk of loss
533
8,019
17,363
101,029
343,645
49,276
3,484
761
-
-
-
-
-
-
286
-
3,596
-
-
-
30,113
52,022
160,527
259,241
50,162
11,453
157
7,082
2,480
463
3,791
5,315
125
-
-
-
Total Judgement portfolio
524,110
3,882
570,757
12,174
-
-
-
-
-
-
-
-
-
-
533
40,612
69,848
265,347
608,201
99,849
14,937
4,514
7,082
1,110,923
Behavioural portfolio
Not in arrears
Active
Arrangement
Non-performing / Repossession
Recovery
Total Behavioural portfolio
Provision for collectively impaired assets
Fair value adjustment for present value of future losses
47,208
415
443
201
54
48,321
(1,356)
-
-
-
-
-
-
-
324,995
821,357
530,204
1,723,764
4,526
2,776
1,266
876
2,721
1,690
-
-
13,535
10,946
1,620
2,757
21,197
15,855
3,087
3,687
334,439
825,768
559,062
1,767,590
(1,356)
(3,232)
-
-
(1,763)
(6,242)
(2,494)
(10,201)
-
(6,242)
Total finance receivables
571,075
2,526
901,964
829,937
556,568
2,862,070
38
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
65
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
19 Asset quality (continued)
(e) Provision for impairment
Credit impairment provisions are made where events have occurred leading to an expectation of reduced future cash flows from certain
receivables. These provisions are made in some cases against an individual loan and in other cases on a collective basis.
Bad debts provided for are written off against individual or collective provisions. Amounts required to bring the provisions to their assessed levels
are recognised in profit or loss. Any future recoveries of amounts provided for are recognised in profit or loss.
Collective provisioning
The term collectively impaired asset refers to an asset where an event has occurred of which past history indicates that there is an increased
possibility that the banking group will not collect all its principal and interest as it falls due. No losses have yet been identified on these individual
loans within the collectively impaired asset grouping, and history would indicate that only a small portion of these loans will eventually not be
recovered. The banking group provides fully for its expected losses on collectively impaired assets.
Collective provisions are assessed with reference to risk profile groupings and historical loss data. Other judgemental factors including economic
and credit cycle considerations are also taken into account in determining appropriate loss propensities to be applied. The future credit quality of
these portfolios is subject to uncertainties that could cause actual credit losses to differ materially from reported loan impairment provisions.
These uncertainties include the wider economic environment, interest rates and their effect on customer spending, unemployment levels,
payment behaviour and bankruptcy rates.
No provisions are applied to loans that are newly written and loans that remain within their contractual terms, except where the banking group
becomes aware of an event that might alter its view of the risk of a particular deal or group of deals.
Individual provisioning
Specific impairment provisions are made where events have occurred leading to an expectation of reduced future cash flows from certain
receivables. For individually significant loans for which the assessed risk grade is considered a “potential loss”, an individual assessment is
made of an appropriate provision for credit impairment.
Credit impairments are recognised as the difference between the carrying value of the loan and the discounted value of management’s best
estimate of future cash repayments and proceeds from any security held (discounted at the loan’s original effective interest rate). All relevant
considerations that have a bearing on the expected future cash flows are taken into account, including the business prospects for the customer,
the likely realisable value of collateral, the banking group’s position relative to other claimants, the reliability of customer information and the likely
cost and duration of the work-out process. Subjective judgements are made in this process. Furthermore, judgement can change with time as
new information becomes available or as work-out strategies evolve, resulting in revisions to the impairment provision as individual decisions are
taken. Changes in judgement could have a material impact on the financial statements.
Adequacy of the collective provision levels for each risk grouping is measured against historical loss experience at least annually. Adequacy of
individual provisions is assessed in respect of each loan on a material development or at least quarterly.
For Behavioural loans, excluding home equity release loans, arrears drive provision outcomes. Each arrears classification carries a provision for
potential loss based on historical experience for that classification in the same portfolio.
39
66
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
19 Asset quality (continued)
(e) Provision for impairment (continued)
Corporate
Residential
All Other
Total
Rural
$000
Property
$000
Other
$000
$000
$000
$000
Jun 2016
Provision for individually impaired assets
Opening provision for individually impaired assets
817
3,258
11,136
Impairment loss for the year
- charge / (credit) for the year
- recoveries
- write offs
Closing provision for individually impaired assets
Provision for collectively impaired assets
662
-
(610)
869
(206)
-
(2,528)
524
607
638
(8,872)
3,509
-
-
-
-
-
-
-
-
-
-
15,211
1,063
638
(12,010)
4,902
Opening provision for collectively impaired assets
1,356
1,356
3,232
1,763
2,494
10,201
Impairment loss for the year
- charge / (credit) for the year
- recoveries
- write offs
2,258
(233)
-
(19)
2
-
Closing provision for collectively impaired assets
3,595
1,125
3,630
193
(2,148)
4,907
1,301
5,482
12,438
70
(88)
3,046
8
(4,398)
3,586
273
(6,653)
16,259
Total provision for impairment
4,464
1,649
8,416
3,046
3,586
21,161
Jun 2015
Provision for individually impaired assets
Opening provision for individually impaired assets
1,531
3,739
4,092
Impairment loss for the year
- (credit) / charge for the year
- recoveries
- write offs
- effect of discounting
Closing provision for individually impaired assets
Provision for collectively impaired assets
(35)
-
(677)
(2)
817
349
-
(561)
(269)
6,892
669
(317)
(200)
3,258
11,136
-
-
-
-
-
-
-
-
-
-
-
-
9,362
7,206
669
(1,555)
(471)
15,211
Opening provision for collectively impaired assets
583
2,005
3,183
57
1,171
6,999
Impairment loss for the year
- charge / (credit) for the year
- recoveries
- write offs
775
-
(2)
(691)
42
-
Closing provision for collectively impaired assets
1,356
1,356
537
168
(656)
3,232
1,706
-
-
1,763
2,572
3
(1,252)
2,494
4,899
213
(1,910)
10,201
Total provision for impairment
2,173
4,614
14,368
1,763
2,494
25,412
(f) Other assets under administration
Other assets under administration are any loans, not being individually impaired or 90 days or more past due, where the customer is in any form
of voluntary or involuntary administration, including receivership, liquidation, bankruptcy or statutory management. As at 30 June 2016, the
banking group had assets under administration of $3,017,000 (2015: $2,476,000).
40
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
67
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
20 Liquidity risk
Liquidity risk is the risk that the banking group is unable to meet its payment obligations as they fall due. The timing mismatch of cash flows and
the related liquidity risk is inherent in all banking operations and is closely monitored by the banking group.
Management of liquidity risk is designed to ensure that the banking group has the ability to generate or obtain sufficient cash in a timely manner
and at a reasonable price to meet its financial commitments on a daily basis.
The banking group’s exposure to liquidity risk is governed by a policy approved by the Board and managed by the ALCO. This policy sets out the
nature of risk which may be taken and aggregate risk limits, and the ALCO must conform to this. The objective of the ALCO is to derive the most
appropriate strategy for the banking group in terms of the mix of assets and liabilities given its expectations of future cash flows, liquidity
constraints and capital adequacy. The banking group employs asset and liability cash flow modelling to determine appropriate liquidity and
funding strategies.
The banking group holds the following financial assets for the purpose of managing liquidity risk:
Cash and cash equivalents
Investments
Undrawn committed bank facilities
Total liquidity
Jun 2016
Jun 2015
$000
$000
84,154
37,012
229,144
322,619
66,000
90,000
379,298
449,631
Contractual liquidity profile of financial assets and liabilities
The following tables present the banking group's financial assets and liabilities by relevant maturity groupings based upon contractual maturity
date. The amounts disclosed in the tables represent undiscounted future principal and interest cash flows. As a result, the amounts in the tables
below may differ to the amounts reported on the balance sheet.
The contractual cash flows presented below may differ significantly from actual cash flows. This occurs as a result of future actions by the
banking group and its counterparties, such as early repayments or refinancing of term loans and borrowings. Deposits and other public
borrowings include customer savings deposits and transactional accounts, which are at call. History demonstrates that such accounts provide a
stable source of long term funding for the banking group.
The banking group does not manage its liquidity risk on a contractual liquidity basis.
Jun 2016
Financial assets
Cash and cash equivalents
Investments
Finance receivables
Finance receivables - securitised
Derivative financial assets
Other financial assets
Total financial assets
Financial liabilities
Borrowings
Borrowings - securitised
Derivative financial liabilities
Other financial liabilities
Total financial liabilities
On
0-6
6-12
Demand
Months
Months
$000
$000
$000
1-2
Years
$000
2-5
Years
$000
5+
Years
$000
Total
$000
84,154
-
-
-
-
-
84,154
-
-
-
-
-
11,309
18,198
87,931
135,611
7,291
260,340
634,053
393,951
512,900
850,623
2,894,979
5,286,506
92,427
72,671
97,377
70,280
148
5,452
-
-
-
-
-
-
-
-
-
332,755
148
5,452
84,154
743,389
484,820
698,208
1,056,514
2,902,270
5,969,355
718,587
860,437
-
-
-
4,646
5,866
21,995
552,208
285,236
-
-
208,556
465,204
-
-
-
-
-
-
718,587
892,944
837,444
208,556
465,204
-
-
-
-
-
2,804,992
289,882
5,866
21,995
3,122,735
Net financial (liabilities) / assets
(634,433)
(149,555)
(352,624)
489,652
591,310
2,902,270
2,846,620
Unrecognised loan commitments
Undrawn committed bank facilities
147,903
66,000
-
-
-
-
-
-
-
-
-
-
147,903
66,000
41
68
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
20 Liquidity risk (continued)
Contractual liquidity profile of financial assets and liabilities (continued)
Jun 2015
Financial assets
Cash and cash equivalents
Investments
Finance receivables
Finance receivables - securitised
Derivative financial assets
Other financial assets
Total financial assets
Financial liabilities
Borrowings
Borrowings - securitised
Derivative financial liabilities
Other financial liabilities
Total financial liabilities
On
0-6
6-12
Demand
Months
Months
$000
$000
$000
1-2
Years
$000
2-5
Years
$000
5+
Years
$000
Total
$000
37,012
-
-
-
-
-
37,012
-
-
-
-
-
27,039
47,376
35,801
237,409
19,852
367,477
544,745
334,438
501,222
841,869
3,291,828
5,514,102
87,168
68,824
92,675
66,949
59
5,546
-
-
-
-
-
-
-
-
-
315,616
59
5,546
37,012
664,557
450,638
629,698
1,146,227
3,311,680
6,239,812
746,637
731,784
-
-
5,215
6,407
1,695
20,594
435,145
260,964
-
267
150,732
649,509
-
-
522
-
-
-
748,332
764,000
696,376
151,254
649,509
-
-
-
-
-
2,713,807
266,179
6,407
23,078
3,009,471
Net financial (liabilities) / assets
(711,320)
(99,443)
(245,738)
478,444
496,718
3,311,680
3,230,341
Unrecognised loan commitments
Undrawn committed bank facilities
116,217
90,000
-
-
-
-
-
-
-
-
-
-
116,217
90,000
Undrawn committed bank facilities of $66.0 million (2015: $90.0 million) were available to be drawn down on demand. To the extent drawn, $66.0
million is contractually repayable in 6-12 months' time upon facility expiry.
21 Interest rate risk
The banking group's market risk is derived primarily of exposure to interest rate risk, predominantly from raising funds through the retail and
wholesale deposit market, the debt capital markets and committed and uncommitted bank funding, securitisation of receivables, and offering loan
finance products to the commercial and consumer market in New Zealand and Australia.
Interest rate risk is the risk that the value of assets or liabilities will change because of changes in interest rates or that market interest rates may
change and thus alter the margin between interest
earning assets and interest
bearing liabilities. Interest rate risk for the banking group refers to
the risk of loss due to holding assets and liabilities that may mature or re-price in different periods.
‐
‐
The banking group’s exposure to market risk is governed by a policy approved by the Board and managed by the ALCO. This policy sets out the
nature of risk which may be taken and aggregate risk limits, and the ALCO must conform to this. The objective of the ALCO is to derive the most
appropriate strategy for the banking group in terms of the mix of assets and liabilities given its expectations of the future and the potential
consequences of interest rate movements, liquidity constraints and capital adequacy.
To manage this market risk, the banking group measures sensitivity to interest rate changes by frequently testing its position against various
interest rate change scenarios to assess potential risk exposure. The banking group also manages interest rate risk by:
- Monitoring maturity profiles and seeking to match the re-pricing of assets and liabilities (physical hedging);
- Monitoring interest rates daily and regularly (at least monthly) reviewing interest rate exposure; and
-
Entering into forward rate agreements and interest rate swaps and options to hedge against movements in interest rates.
42
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
69
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
21 Interest rate risk (continued)
Contractual repricing analysis
The interest rate risk profile of financial assets and liabilities that follows has been prepared on the basis of maturity or next repricing date,
whichever is earlier.
Jun 2016
Financial assets
Cash and cash equivalents
Investments
Finance receivables
Finance receivables - securitised
Other financial assets
Total financial assets
Financial liabilities
Borrowings
Borrowings - securitised
Other financial liabilities
Total financial liabilities
0-3
3-6
6-12
Months
Months
Months
$000
$000
$000
1-2
Years
$000
2+ Non-interest
Years
$000
bearing
$000
Total
$000
84,062
54,307
2,102,720
42,858
148
-
-
-
-
92
84,154
1,458
92,566
37,003
11,894
49,897
156,153
230,743
63,728
87,089
111,588
235,730
65,173
7,291
236,435
194
2,818,106
-
295,851
-
-
-
-
5,452
5,600
2,284,095
131,027
231,775
367,729
412,491
13,029
3,440,146
1,562,772
380,170
529,796
183,094
59,726
284,429
5,866
-
-
-
-
-
-
-
-
-
-
21,995
2,715,558
284,429
27,861
1,853,067
380,170
529,796
183,094
59,726
21,995
3,027,848
Effect of derivatives held for risk management
235,387
(28,241)
(54,756)
(81,230)
(71,160)
-
-
Net financial assets / (liabilities)
666,415
(277,384)
(352,777)
103,405
281,605
(8,966)
412,298
Jun 2015
Financial assets
Cash and cash equivalents
Investments
Finance receivables
Finance receivables - securitised
Other financial assets
Total financial assets
Financial liabilities
Borrowings
Borrowings - securitised
Other financial liabilities
Total financial liabilities
36,928
137,742
1,962,329
40,193
59
-
-
-
-
84
37,012
1,938
87,889
35,548
25,797
14,410
149,239
204,142
60,778
83,434
142,732
180,427
57,661
6,719
329,338
430
2,584,456
-
277,614
-
-
-
-
5,546
5,605
2,177,251
125,375
235,814
301,986
380,820
12,779
3,234,025
1,529,593
375,635
411,061
119,351
130,975
258,630
8,102
-
-
-
250
-
503
-
-
-
-
20,594
2,566,615
258,630
29,449
1,796,325
375,635
411,311
119,854
130,975
20,594
2,854,694
Effect of derivatives held for risk management
250,699
(25,355)
(46,365)
(88,039)
(90,940)
-
-
Net financial assets / (liabilities)
631,625
(275,615)
(221,862)
94,093
158,905
(7,815)
379,331
The tables above illustrate the periods in which the cash flows from interest rate swaps are expected to occur and affect profit or loss.
The management of interest rate risk against interest rate gap limits is supplemented by monitoring the sensitivity of the banking group's financial
assets and liabilities to various standard and non standard interest rate scenarios. Standard scenarios which are considered on a monthly basis
include a 100 basis point parallel fall or rise in the yield curve. There is no material impact on profit or loss in terms of a fair value change from
movements in market interest rates. Furthermore there is no material cash flow impact on the Statement of Cash Flows from a 100 basis point
change in interest rates.
43
70
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
22 Concentrations of funding
(a) Concentration of funding by industry
Finance
Other
Total borrowings
(b) Concentration of funding by geographical area
Auckland
Wellington
Rest of North Island
Canterbury
Rest of South Island
Overseas 1
Total borrowings
Jun 2016
Jun 2015
$000
$000
852,433
790,137
2,147,554
2,035,108
2,999,987
2,825,245
849,276
155,248
520,764
800,893
206,748
467,058
441,921
384,344
472,167
772,689
206,563
547,561
2,999,987
2,825,245
1 Included in Overseas funding is the CBA bank facility totalling $379 million (2015: $466 million), refer to Note 13 - Borrowings for more
information.
Other Disclosures
23 Significant subsidiaries and interests in joint arrangements
Significant
subsidiaries / Joint
arrangements
VPS Properties Limited
New Sentinel Limited (NSL) 2
Australian Seniors Finance Pty Limited (ASF)
MARAC Insurance Limited 3
Country of
Nature of
incorporation
business
and place of
business
New Zealand
New Zealand
Australia
New Zealand
Investment property holding company
Financial services
Financial services
Insurance services
Proportion of
ownership interest and
voting power held
Jun 2016
Jun 2015
100%
n/a
100%
100%
100%
100%
100%
50%
2 On 30 April 2016, NSL was amalgamated with the bank.
3 On 17 July 2015, the bank acquired the remaining 50% of MARAC Insurance Limited for $2.3 million. A loss on acquisition of $339k was
recognised during the year ended 30 June 2015. MARAC Insurance Limited was previously a joint arrangement accounted for using the equity
method.
24 Structured entities
A structured entity is one which has been designed such that voting or similar rights are not the dominant factor in deciding who controls the
entity. Structured entities are created to accomplish a narrow and well-defined objective such as the securitisation or holding of particular assets,
or the execution of a specific borrowing or lending transaction. Structured entities are consolidated where the substance of the relationship is that
the banking group controls the structured entity.
(a) Heartland Cash and Term PIE Fund
The banking group controls the operations of Heartland Cash and Term PIE Fund (Heartland PIE Fund). Heartland PIE Fund is a portfolio
investment entity that invests in the bank's deposits. Investments of Heartland PIE Fund are represented as follows:
Deposits
Jun 2016
Jun 2015
$000
$000
80,527
45,110
44
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
71
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
24 Structured entities (continued)
(b) Heartland ABCP Trust 1 (ABCP Trust)
The banking group has securitised a pool of receivables comprising commercial and motor vehicle loans to ABCP Trust.
The banking group continues to recognise the securitised assets and associated borrowings in the Statement of Financial Position as it is the
residual beneficiary and subordinated debt holder of the Trust. Despite the bank being the residual beneficiary, the loans sold to ABCP Trust are
set aside for the benefit of investors in ABCP Trust and bank depositors will have no recourse to these assets. ABCP Trust's material assets and
liabilities are represented as follows:
Cash and cash equivalents - securitised
Finance receivables - securitised
Borrowings - securitised
Derivative financial asset - securitised
Derivative financial liabilities - securitised
NOTE
11
13
15(a)
Jun 2016
Jun 2015
$000
15,208
$000
5,553
295,851
277,614
(284,429)
(258,630)
-
59
(2,833)
(1,995)
(c) Seniors Warehouse Trust (SW Trust) and ASF Settlement Trust (ASF Trust)
SW Trust and ASF Trust form part of ASF's home equity release business. They were both set up by ASF, as asset holding entities. The Trustee
for both Trusts is ASF Custodians Pty Limited and the Trust Manager is ASF. The balances of SW Trust and ASF Trust are represented as
follows:
Cash and cash equivalents
Finance receivables - Home equity release loans
Borrowings - CBA
Derivative financial liabilities
25 Staff share ownership arrangements
Jun 2016
Jun 2015
$000
2,503
$000
1,207
434,688
424,445
(379,299)
(372,333)
(2,083)
(3,608)
The banking group operates a number of share-based compensation plans that are equity settled. The fair value determined at the grant date is
expensed on a straight line basis over the vesting period, based on the banking group's estimate of equity instruments that will eventually vest,
with a corresponding increase in equity. At the end of each reporting period, the banking group revises its estimate of the number of equity
instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative
expense reflects the revised estimate, with a corresponding adjustment to the employee benefits reserve.
(a) Share-based compensation plan details
Heartland LTI Net Share Settled Plan (LTI Plan)
The LTI Plan has been allotted under three tranches (referred to as the 2013, 2014 and 2015 tranches). Under the LTI Plan participants are
granted an option to acquire shares in the bank. The number of shares granted upon exercise of the options is based on the difference between
the market price of the shares on the exercise date and the reference price.
The market price is the volume weighted average price (VWAP) of the bank's ordinary shares on the NZX Main Board (Heartland Shares) for
the 20 business days immediately before (but excluding) the exercise date for those options. The reference price will be 5% over the VWAP of
Heartland shares for the 20 business days immediately following, but not excluding, the reference date. The reference dates of the 2013, 2014
and 2015 tranches are 26 August 2013, 25 August 2014 and 18 August 2015 respectively.
The options are subject to the participants continued employment with the banking group for the service period of 3 years which begins on 1 July
2012, 1 July 2013 and 1 July 2014 for the 2013, 2014 and 2015 plans respectively. Participants in the 2013, 2014 and 2015 tranches will be able
to exercise their options between September 2015 to 1 July 2017, September 2016 to 1 July 2018 and September 2017 to 1 July 2019
respectively.
2015 Special Grant (LTI SG)
Participants of the LTI SG will be able to exercise the options in the period beginning on the date the market price of Heartland shares is equal to
$1.50 and ending on 1 July 2017. Market price is calculated based on the VWAP of a Heartland share for the 10 business days immediately
before (but excluding) the exercise date for those options. The options are subject to the participants continued employment with the banking
group for the service period of 3 years which begins on 1 July 2014. Following exercise a lock up period until 1 July 2020 will apply during which
participants are restricted from disposing of shares.
The reference price is the amount (if any) by which the market price of Heartland shares at the time of exercise exceeds $1.00 (based on a
volume weighted average price of Heartland shares for the prior 20 business days), plus the aggregate amount of cash dividends (cents per
Heartland share) paid by the bank in the period from 1 April 2015 until and including the date the options are exercised. However, for the
purpose of calculating the settlement amount, the market price of Heartland shares is capped at $1.50 and any increase above this amount shall
be disregarded.
45
72
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
25 Staff share ownership arrangements (continued)
Senior Executive Scheme (SES)
The SES was established in June 2016 as a replacement of the LTI Plan and LTI SG for certain affected participants only (Senior Executives).
Under the SES, Senior Executives forfeited their options under the 2014 and 2015 tranches of the LTI Plan and the LTI SG as consideration for
the grant of shares under the SES. Under the SES, selected Senior Executives purchased Heartland shares with proceeds from a settlement
amount paid to them by the bank. The shares are unable to be sold or otherwise disposed of by the Senior Executive until 30 June 2019. Until
then, if the Senior Executive ceases their employment with the bank, the bank has a call option requiring the Senior Executive to give the shares
back to the bank for no consideration.
The SES has been treated as a modification of the Senior Executive entitlements under the 2014 and 2015 tranches of the LTI Plan and the LTI
SG. The incremental fair value granted is $0.49 million based on the value of shares acquired under the SES less the fair value of the benefits
forfeited under the 2014 and 2015 tranches of the LTI Plan and the LTI SG.
1 July 2014
Granted
Exercised
Forfeited
30 June 2015
Granted 1
Committed but not granted 1
Exercised 2
Modified to SES 3
Forfeited
30 June 2016
SES
LTI SG
LTI Plan
Number of Number of Number of
Shares
options
options
-
-
-
-
-
-
-
-
-
5,004,975
5,208,403
8,954,082
-
-
-
(507,342)
5,208,403 13,451,715
-
-
-
9,246,957
2,026,121
(540,414)
1,858,676
(3,906,302)
(6,415,127)
-
-
(314,173)
1,858,676
1,302,101 17,455,079
1
The fair value of options granted during the period under the LTI Plan is $1.90 million. This fair value was derived using the Black-Scholes
model. The key inputs used in the model are:
- Volatility 20.5% (calculated based on the historical movement in Heartland's shares)
- Risk free rate 2.669% p.a.
- Estimated option life 3.9 years
- Expiry date 30 June 2019
- Share price at issue $1.15
2
3
Weighted average share price on exercise was $1.24.
The fair value of shares issued during the period under the SES is $2.39 million, which was based on the a quoted price on the NZX Main
Board including transaction costs.
(b) Effect of share-based payment transactions
Award of shares
SES
LTI SG
LTI Plan
Total expense recognised
Jun 2016
Jun 2015
$000
$000
132
1,406
163
187
1,888
48
-
36
1,407
1,491
As at 30 June 2016, $1.51 million of share scheme awards remain unvested and not expensed (30 June 2015: $0.93 million). This expense will
be recognised over the vesting period of the awards.
In the prior year the banking group had a cash settled share scheme. The banking group recognised an expense of $1.56m in respect of this.
(c) Number of options outstanding at 30 June 2016
LTI SG
LTI Plan - 2013 tranche
LTI Plan - 2014 tranche
LTI Plan - 2015 tranche
Options Remaining
Outstanding life (years)
1,302,101
4,376,584
5,535,712
7,542,783
18,757,180
1
1
2
3
46
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
73
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
26 Capital adequacy
The banking group is subject to regulation by the RBNZ. The RBNZ has set minimum regulatory capital requirements for banks that are
consistent with the internationally agreed framework developed by the Basel Committee on Banking Supervision. The resulting Basel II and III
requirements define what is acceptable as capital and provide for methods of measuring the risks incurred by the banking group.
The banking group’s Conditions of Registration prescribes minimum capital adequacy ratios calculated in accordance with the Capital Adequacy
Framework (Standardised Approach) BS2A.
The banking group has adopted the Basel II standardised approach per RBNZ BS2A to calculate its regulatory requirements. Basel II is made up
of the following three Pillars:
-
-
-
Pillar 1 sets out the minimum capital requirements for credit, market and operational and compliance risks.
Pillar 2 is designed to ensure that banks have adequate capital to support all risks (not just those set out under Pillar 1 above) and is
enforced through the requirement for supervisory review.
Pillar 3 outlines the requirements for adequate and transparent disclosure.
Basel III was developed in order to strengthen the regulation, supervision and risk management of the banking sector. The measures aim to
improve the banking sector's ability to absorb shocks arising from financial and economic stress; improve risk management and governance; and
strengthen banks' transparency and disclosures. The requirements that impact capital are as follows:
-
-
-
-
The level of capital required to be held by banks increased through the introduction of new minimum capital requirements for Common
Equity Tier 1 (CET1) capital, Additional Tier 1 (AT1) capital and Total capital as a percentage of risk-weighted-assets (RWA's).
A capital conservation buffer held over and above the minimum capital ratio requirements used to absorb losses during periods of financial
and economic stress.
A counter-cyclical capital buffer be held and to be used at the RBNZ’s discretion, to assist in attaining the macro-prudential goal of
protecting the banking sector from periods of extraordinary excess aggregate credit growth.
Strengthen the calculation of RWAs, particularly in respect of counterparty credit risk.
The Basel
III requirements have not effected the banking group's minimum capital requirements as the banking group’s Conditions of
Registration prescribe minimum capital requirements higher than the Basel III requirements.
The capital adequacy tables set out on the following pages summarise the composition of regulatory capital and the capital adequacy ratios for
the banking group as at 30 June 2016.
Internal Capital Adequacy Assessment Process (ICAAP)
The bank has an ICAAP which complies with the requirements in 'Guidelines on a Bank's Internal Capital Adequacy Assessment Process
("ICAAP")' BS12 and is in accordance with its Conditions of Registration.
The Board has overall responsibility for ensuring the banking group has adequate capital in relation to its risk profile and establishes minimum
internal capital levels and limits above the regulatory minimum. The banking group has established a Capital Management Policy (CMP) to
determine minimum capital
levels for tier one and total capital under Basel III and in accordance with its Conditions of Registration. The
documented process ensures that the banking group has sufficient available capital to meet minimum capital requirements, even in stressed
events. It describes the risk profile of the banking group and the risk appetite and tolerances under which it operates, and assesses the level of
capital held against the material risks of the bank (both Pillar One and Pillar Two).
The ICAAP identifies the additional capital required to be held against other material risks, being concentration risk, strategic / business risk,
reputational risk, regulatory risk and model risk. See Note 26(l) for further details.
Compliance with minimum capital levels is monitored by ALCO and reported to the Board monthly. The ICAAP and CMP is reviewed annually by
the Board.
47
74
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
26 Capital adequacy (continued)
(a) Capital
Tier 1 Capital
CET1 capital
Paid-up ordinary shares issued by the banking group plus related share premium
Retained earnings (net of appropriations)
Accumulated other comprehensive income and other disclosed reserves
Less deductions from CET1 capital
Intangible assets
Deferred tax assets
Hedging reserve
Defined benefit superannuation fund assets
Total CET1 capital
Additional Tier 1 Capital
Nil
Total Tier 1 Capital
Tier 2 Capital
Subordinated bond
Foreign currency translation reserve
Total Tier 2 Capital
Total Capital
(b) Capital structure
Ordinary shares
Jun 2016
$000
421,377
78,811
(31)
(57,755)
(7,068)
2,260
(469)
437,125
-
437,125
1,455
(1,816)
(361)
436,764
In accordance with BS2A, ordinary share capital is classified as Common Equity Tier 1 Capital and is not subject to phase-out from eligibility as
capital under the Reserve Bank of New Zealand's Basel III transitional arrangements. The ordinary shares have no par value. Each ordinary
share of the bank carries the right to vote on a poll at meetings of shareholders, the right to an equal share in dividends authorised by the Board
and the right to an equal share in the distribution of the surplus assets of the bank in the event of liquidation.
Reserves
Available for sale reserve
The available-for-sale reserve comprises the changes in the fair value of available-for-sale securities, net of
tax. These changes are recognised in profit or loss as other income when the asset is either derecognised or
impaired.
Hedging reserve
The hedging reserve comprises the fair value gains and losses associated with the effective portion of
designated cash flow hedging instruments.
Defined benefit reserve
The defined benefit plan reserve represents the excess of the fair value of the assets of the defined benefit
superannuation plan over the net present value of the defined benefit obligations.
Retained earnings
Retained earnings is the accumulated profit or loss that has been retained in the banking group.
Subordinated bond
Heartland's 2018 Subordinated Bonds (the Bonds) constitute Tier 2 Capital of the banking group. The Bonds had an issue period from 12 July
2013 to 15 December 2013 and have a maturity date of 15 December 2018. The Bonds pay quarterly interest in arrears at a rate of 6.5% per
annum, provided the bank will be solvent immediately after the payment is made. The bank may elect to repay the Bonds prior to 15 December
2018 if a regulatory event or tax event occurs and provided it will be solvent immediately after the repayment and the Reserve Bank has
consented to the repayment. The Bonds are subordinated to all other general liabilities of the banking group and are denominated in New
Zealand dollars.
If the Reserve Bank or a Statutory Manager requires the bank to write down the Principal Amount and/or the interest on the Subordinated Bonds,
the Bonds will be written down and could be reduced to zero to comply with the Reserve Bank’s loss absorbency requirements. The bank has not
had any defaults of principal, interest or other breaches with respect to these Bonds.
48
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
75
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
26 Capital adequacy (continued)
(c) Credit risk
(i) On balance sheet exposures
Jun 2016
Cash and gold bullion
Multilateral development banks
Multilateral development banks
Public sector entities
Banks
Banks
Corporates
Corporates
Corporates
Welcome Home Loans - loan to value ratio (LVR) <= 90%1
Welcome Home Loans - LVR > 90%1
Welcome Home Loans - LVR > 100%1
Residential mortgages < 80% LVR
Residential mortgages 80 < 90% LVR
Residential mortgages 90 < 100% LVR
Residential mortgages 100%+ LVR
Past due residential mortgages
Other past due assets - provision > 20%
Other past due assets - provision < 20%
Non property investment mortgage loan < 80% LVR
Non property investment mortgage loan 80 < 90% LVR
Non property investment mortgage loan 90 < 100% LVR
Non property investment mortgage loan > 100% LVR
Property Investment Mortgage Loan < 80% LVR
Property Investment Mortgage Loan 80 < 90% LVR
Property Investment Mortgage Loan 90 < 100% LVR
Property Investment Mortgage Loan < 100% LVR
All other equity holdings
Other assets
Not risk weighted assets
Total on balance sheet exposures
(ii)
Off balance sheet exposures
Total
exposure
Risk
weighting
Risk
weighted
exposure
$000
%
$000
Minimum
Pillar One
capital
require-
ment
$000
92
38,766
53,110
38,828
138,827
35,145
1,024
7,000
506
5,492
1,916
205
822,695
8,460
2,635
4,604
731
5,771
45,037
17,101
2,716
469
8,771
6,446
345
896
1,789
7,291
2,227,481
63,032
3,547,181
-
0%
-
0%
10,622
20%
7,766
20%
27,765
20%
17,573
50%
205
20%
3,500
50%
506
100%
1,922
35%
958
50%
205
100%
287,943
35%
4,230
50%
1,976
75%
4,604
100%
731
100%
5,771
100%
67,556
150%
5,985
35%
1,358
50%
352
75%
8,771
100%
2,578
40%
242
70%
806
90%
1,789
100%
400%
29,164
100% 2,227,481
-
0%
-
-
850
621
2,221
1,406
16
280
40
154
77
16
23,035
338
158
368
58
462
5,404
479
109
28
702
206
19
64
143
2,333
178,198
-
2,722,359
217,785
Total
exposure
Credit
conversion
Factor
Credit
equivalent
amount
Average
risk
weight
Risk
weighted
exposure
$000
$000
$000
%
$000
Minimum
Pillar One
capital
require-
ment 1
$000
Jun 2016
Direct credit substitute
Performance-related contingency
Other commitments where original maturity is more than one
year
Other commitments where original maturity is less than or
equal to one year
Market related contracts 2
Interest rate contracts
Interest rate contracts
Total off balance sheet exposures
5,058
7,815
134,805
127,953
16,750
249,101
541,482
100%
50%
50%
20%
n/a
0.5%
5,058
3,908
67,403
25,591
100%
100%
5,058
3,908
100%
67,403
100%
25,591
405
313
5,392
2,047
-
1,246
103,206
20%
20%
-
249
-
20
102,209
8,177
1
The LVR classification above is calculated in line with the bank’s Pillar 1 Capital requirement which includes capital relief for Welcome
Home loans that are guaranteed by the Crown.
2 The credit equivalent amount for market related contracts was calculated using the current exposure method.
49
76
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
26 Capital adequacy (continued)
(d) Additional mortgage information - LVR range
Jun 2016
Does not exceed 80%
Exceeds 80% and not 90%
Exceeds 90%
Total exposures
On balance
sheet
exposures
Off balance
sheet
exposures
1
Total
exposures
$000
$000
$000
825,729
11,084
10,091
846,904
1,781
827,510
-
17
11,084
10,108
1,798
848,702
At 30 June 2016, $2.1 million relating to Welcome Home loans, whose credit risk is mitigated by the Crown is included in "Exceeds 90%
residential mortgages".
(e) Reconciliation of mortgage related amounts
Loans and advances - loans with residential mortgages
On balance sheet residential mortgage exposures subject to the standardised approach
Off balance sheet mortgage exposures subject to the standardised approach
Total residential exposures subject to the standardised approach
Jun 2016
$000
846,904
846,904
1,798
848,702
(f) Credit risk mitigation
As at 30 June 2016 the banking group had $7.6 million of Welcome Home Loans, whose credit risk was mitigated by the Crown. Other than this
the banking group does not have any exposures covered by eligible collateral, guarantees and credit derivatives.
(g) Operational Risk
Operational risk
Operational risk is calculated based on the previous 12 quarters of the banking group.
(h) Market risk
Market risk end-of-period capital charge
Interest rate risk only
Market risk peak end-of-day capital charge
Interest rate risk only
Market risk end-of-period capital charge
Foreign currency risk only
Market risk peak end-of-day capital charge
Foreign currency risk only
Implied risk weighted
exposure
Aggregate capital
charge
$000
185,039
$000
14,803
Implied risk weighted
exposure
Aggregate capital
charge
$000
100,880
105,360
59,016
59,016
$000
8,070
8,429
4,721
4,721
Peak end of day aggregate capital charge at the end of the period is derived by following the risk methodology for measuring capital
requirements within Part 10 of the Standardised Approach. Peak end of day aggregate capital charge is derived by determining the maximum
end of month capital charge over the reporting period. Based on the portfolio of the banking group’s risk exposures, it is considered by
management that the difference between end of month aggregate capital charge and end of day aggregate capital charge is insignificant.
1
Off balance sheet exposures means unutilised limits.
50
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
77
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
26 Capital adequacy (continued)
(i) Total capital requirements
Total credit risk and equity
On balance sheet
Off balance sheet
Operational risk
Market risk
Total
(j) Capital ratios
Total exposure after
credit risk mitigation
Risk weighted exposure
or implied risk weighted
exposure
Total capital
requirement per BS2A
$000
$000
$000
3,547,181
541,482
n/a
n/a
n/a
2,722,359
102,209
185,039
159,896
3,169,503
217,785
8,177
14,803
12,791
253,556
Capital ratios compared to minimum ratio requirements
Common Equity Tier 1 Capital expressed as a percentage of total risk weighted exposures
Minimum Common Equity Tier 1 Capital as per Conditions of Registration
Tier 1 Capital expressed as a percentage of total risk weighted exposures
Minimum Tier 1 Capital as per Conditions of Registration
Total Capital expressed as a percentage of total risk weighted exposures
Minimum Total Capital as per Conditions of Registration
Buffer ratio
Buffer ratio
Buffer ratio requirement
(k)
Solo capital adequacy
Common Equity Tier 1 Capital expressed as a percentage of total risk weighted exposures
Tier 1 Capital expressed as a percentage of total risk weighted exposures
Total Capital expressed as a percentage of total risk weighted exposures
Jun 2016
%
Jun 20151
%
13.79%
4.50%
13.79%
6.00%
13.78%
8.00%
12.79%
4.50%
12.79%
6.00%
12.86%
8.00%
5.78%
2.50%
4.86%
2.50%
Jun 2016
%
15.78%
15.78%
15.77%
Jun 20151
%
14.45%
14.45%
14.53%
For the purposes of calculating capital adequacy on a solo basis, subsidiaries which are both wholly owned and wholly funded by the bank are to
be consolidated with the bank. Therefore, capital adequacy on a solo basis is calculated based on the bank and its subsidiaries excluding ABCP
Trust, SW Trust and ASF Trust.
(l) Capital for other material risks
In addition to the material risks included in the calculation of the capital ratios, the banking group has identified other material risks to be included
in the capital allocation (being concentration risk, strategic / business risk, reputational risk, regulatory and model risk). As at 30 June 2016, the
banking group has made an internal capital allocation of $85.83 million to cover these risks (2015: 68.7m)1.
1 The capital ratios as at 30 June 2015 are the ratios previously disclosed for the registered bank at that date, Former Heartland Bank.
51
78
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
27 Insurance business, securitisation, funds management, other fiduciary activities
Insurance business
The banking group conducts insurance business through its subsidiary MARAC Insurance.
The banking group's aggregate amount of insurance business comprises the total consolidated assets of MARAC Insurance of $8.80 million,
which is 0.25% of the total consolidated assets of the banking group.
The banking group's objective is to minimize the insurance risk to within acceptable levels through policies and procedures implemented by
management. Should adverse conditions arise, these policies and procedures are expected to mitigate the impact of the conditions on the
banking group.
Marketing and distribution of insurance products
The banking group markets and distributes term life insurance and general
insurance covering risks such as redundancy, bankruptcy or
suspension of employment. The insurance products are underwritten by MARAC Insurance Limited, a subsidiary of the banking group. During
the year ended 30 June 2016, there have been no material changes in the banking group's marketing and distribution of insurance products.
Securitisation
As at 30 June 2016, the banking group had securitised assets amounting to $296 million (2015: $278 million). These assets have been sold to
ABCP Trust (a special purpose vehicle investing in motor vehicle, truck and trailer and commercial loans originated by the banking group and
funded through the issuance of commercial paper and also through liquidity facilities). Note 24 - Structured entities provides further information
on the securitised assets.
The bank received fees for various services provided to the securitisation vehicles on an arm's length basis, including servicing fees. These fees
were recognised as earned. All securitisation vehicles form part of the banking group.
Funds management and other fiduciary activities
The banking group, through Heartland PIE Fund Limited, controls, manages and administers the Heartland Cash and Term PIE Fund and its
products (Heartland Call PIE and Heartland Term Deposit PIE). Note 24 - Structured entities has further details. The Heartland Cash and Term
PIE Fund deals with the bank in the normal course of business, in the bank's capacity as Registrar of the Fund and also invests in the bank's
deposits. The banking group provides investment advice to a number of clients, which includes the provision of other fiduciary activities. The
banking group is considered to control the Heartland Cash and Term PIE Fund, and as such the Heartland Cash and Term PIE Fund is
consolidated within the financial statements of the banking group.
Risk management
The banking group has in place policies and procedures to ensure that the fiduciary activities identified above are conducted in an appropriate
manner. It is considered that these policies and procedures will ensure that any difficulties arising from these activities will not impact adversely
on the banking group. The policies and procedures include comprehensive and prominent disclosure of information regarding products, and
formal and regular review of operations and policies by management and internal and external auditors. Further information on the banking
group's risk management policies and practices is included in Note 17 - Risk management policies.
Provision of financial services and asset purchases
Over the accounting period, financial services provided by the banking group to entities which were involved in the activities above (including
trust, custodial, funds management and other fiduciary activities) were provided on arm's length terms and conditions and at fair value.
Any assets purchased from such entities have been purchased on arm's length terms and conditions and at fair value.
52
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
79
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2016
27 Insurance business, securitisation, funds management, other fiduciary activities (continued)
Peak aggregate funding to entities
The banking group did not provide any funding to entities conducting funds management and other fiduciary activities, or insurance product or
marketing and distribution activities described in this note, during the year (2015: $nil).
The bank provided funding to ABCP Trust, which is a member of the banking group involved in securitisation activities. This funding is provided
to facilitate the purchase of asset backed securities from the banking group in order to support the securitisation facility.
Peak end-of-day aggregate amount of funding provided ($000's)
Peak end-of-day aggregate amount of funding provided as a percentage of the banking
group's Tier 1 Capital as at the end of the year
TOTAL TRUSTS
Jun 2016
Jun 2015
85,525
30,613
19.6%
9.0%
Seniors Warehouse Trust
ASF Settlement Trust
ABCP TRUST
Jun 2016
Jun 2015
Jun 2016
Jun 2015
Jun 2016
Jun 2015
Peak end-of-day aggregate amount of funding provided ($000's)
Peak end-of-day aggregate amount of funding provided as a
52,507
percentage of the total assets of the individual entity as at the
12.2%
n/a
n/a
4,157
n/a
28,861
30,613
66.5%
n/a
10.7%
10.5%
end of the year
For this purpose, peak ratio information was derived by determining the maximum end-of-day aggregate amount of funding and then dividing that
amount by the amount of the entity's assets or the banking group's Tier 1 Capital (as the case required) as at the end of the year.
28 Contingent liabilities and commitments
Letters of credit, guarantee commitments and performance bonds
Total contingent liabilities
Undrawn facilities available to customers
Conditional commitments to fund at future dates
Total commitments
29 Application of new and revised accounting standards
(a) New standards and interpretations adopted
Jun 2016
Jun 2015
$000
$000
12,873
12,873
14,844
14,844
147,903
114,855
116,217
108,037
262,758
224,254
No new standards and amendments to standards have been adopted from 1 July 2015 in the preparation of these financial statements.
(b) New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 30 June 2016, and have not
been applied in preparing these financial statements. The new standards identified which may have an effect on the financial statements of the
banking group are:
Standard and description
Effective
for annual
years
beginning
on or
after:
Expected
to be
initially
applied in
year
ending:
NZ IFRS 9 Financial Instruments , which specifies how an entity should classify and measure financial assets and
1 January
30 June
liabilities.
2018
2019
NZ IFRS 9 Financial Instruments (2013) , which provides a principles-based approach to hedge accounting and aligns
1 January
30 June
hedge accounting more closely with risk management.
2018
2019
NZ IFRS 16 Leases , contains guidance on identification, recognition, measurement, presentation, and disclosure of
1 January
30 June
leases by lessees and lessors.
2019
2020
The full impacts of NZ IFRS 9 and NZ IFRS 16 are yet to be assessed.
30 Events after the reporting date
There have been no material events after the reporting date that would affect the interpretation of the financial statements or the performance of
the banking group.
53
80
Heartland Bank Limited - Annual Report 2016
Disclosure Statement For The Year Ended 30 June 2016
HISTORICAL SUMMARY OF FINANCIAL STATEMENTS
Statements of Comprehensive Income
For the year ended
30 Jun 16
30 Jun 15
30 Jun 14
30 Jun 13
30 Jun 12
Audited
Audited
Audited
Audited
Audited
$000
$000
$000
$000
$000
Interest income
Interest expense
Net interest income
Other net income
Total operating income before other gains
Employee benefits
Other operating expenses
Profit before impairment and tax
Impaired asset expense
Decrease in fair value of investment properties
Net profit before tax
Share of joint arrangement profit
Profit before income tax
Income tax expense / (benefit)
Net profit after tax attributable to owners of the entity
Other comprehensive income for the year net of tax
Effective portion of changes in fair value of cash flow hedges, net of tax
Net change in available-for-sale reserve, net of tax
Movement in foreign currency translation reserve, net of income tax
Net change in defined benefit reserve, net of income tax
265,475
118,815
146,660
260,468
126,041
134,427
210,297
101,221
109,076
206,349
110,895
95,454
205,148
121,502
83,646
10,901
10,280
13,079
11,433
157,561
144,707
122,155
106,887
39,799
30,073
87,689
40,401
28,002
76,304
13,501
12,105
-
-
35,765
28,974
57,416
5,895
1,203
74,188
64,199
50,318
-
137
486
74,188
64,336
50,804
20,024
54,164
16,173
48,163
14,765
36,039
33,861
36,486
36,540
22,527
5,101
8,912
504
9,416
2,504
6,912
11,238
94,884
34,661
30,886
29,337
5,642
3,900
19,795
534
20,329
(3,277)
23,606
(708)
(208)
(4,047)
(93)
(2,709)
1,111
898
2,136
50
(12)
95
3
1,056
276
-
462
378
(103)
-
(435)
Total comprehensive income for the year, net of tax
49,108
48,538
37,236
8,706
23,446
Dividends paid to equity holders
37,690
30,188
19,930
13,591
-
Statements of Financial Position
Total assets
Individually impaired assets
Total liabilities
Total equity
Audited
Audited
Audited
Audited
Audited
As at
30 Jun 16
30 Jun 15
30 Jun 14
30 Jun 13
30 Jun 12
$000
$000
$000
$000
$000
3,547,181
3,359,259
3,016,888
2,504,627
2,348,089
33,764
25,622
27,617
69,301
56,825
3,048,840
2,879,134
2,564,266
2,134,085
1,973,291
498,341
480,125
452,622
370,542
374,798
Historical financial information has been taken from the audited financial statements of the banking group.
54
Disclosure Statement For The Year Ended 30 June 2016
www.heartland.co.nz
81
38 to 79
82
Heartland Bank Limited - Annual Report 2016
Independent Auditor’s Report
Independent auditor’s report
To the shareholders of Heartland Bank Limited
Report on the bank and banking group disclosure statement
38 to 79
We have audited the accompanying financial statements and supplementary information
(excluding supplementary information relating to Capital Adequacy) of Heartland Bank
Limited (“the bank”) and its related entities (“the banking group”) on pages 12 to 53 of the
disclosure statement. The financial statements comprise the statement of financial position as
at 30 June 2016, the statements of comprehensive income, changes in equity and cash flows for
the year then ended, and a summary of significant accounting policies and other explanatory
information of the banking group. The supplementary information comprises the information
that is required to be disclosed in accordance with Schedules 2, 4, 7, 9, 13, 14, 15 and 17 of the
Registered Bank Disclosure Statements (New Zealand Incorporated Registered Banks) Order
2014 (as amended) (the “Order”).
This report is made solely to the shareholders. Our audit work has been undertaken so that we
might state to the shareholders of the bank those matters we are required to state to them in the
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the shareholders, for our audit work, this
report or any of the opinions we have formed.
Directors' responsibility for the disclosure statement
The directors are responsible for the preparation of the disclosure statement, including financial
statements prepared in accordance with Clause 24 of the Order and generally accepted
accounting practice in New Zealand, that is a fair presentation of the matters to which they
relate. The directors are also responsible for such internal controls as they determine are
necessary to enable the preparation of the banking group financial statements that are free from
material misstatement whether due to fraud or error.
The directors are responsible for the preparation and fair presentation of supplementary
information, in accordance with Schedules 2, 4, 7, 13, 14, 15 and 17 of the Order.
Auditor’s responsibility
Our responsibility is to express an opinion on the disclosure statement, including the financial
statements prepared in accordance with Clause 24 of the Order and the supplementary
information disclosed in accordance with Schedules 4, 7, 13, 14, 15 and 17 of the Order. We
conducted our audit in accordance with International Standards on Auditing (New Zealand)
(“ISAs (NZ)”). Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the banking group financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the banking group’s financial statements (excluding the supplementary
information relating to Capital Adequacy). The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the banking
group’s financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal controls relevant to the banking group’s preparation of the
banking group’s financial statements that present fairly the matters to which they relate in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the banking group’s internal controls.
55
Independent Auditor’s Report
www.heartland.co.nz
83
Independent auditor’s report
To the shareholders of Heartland Bank Limited
Report on the bank and banking group disclosure statement
We have audited the accompanying financial statements and supplementary information
(excluding supplementary information relating to Capital Adequacy) of Heartland Bank
Limited (“the bank”) and its related entities (“the banking group”) on pages 12 to 53 of the
disclosure statement. The financial statements comprise the statement of financial position as
at 30 June 2016, the statements of comprehensive income, changes in equity and cash flows for
the year then ended, and a summary of significant accounting policies and other explanatory
information of the banking group. The supplementary information comprises the information
that is required to be disclosed in accordance with Schedules 2, 4, 7, 9, 13, 14, 15 and 17 of the
Registered Bank Disclosure Statements (New Zealand Incorporated Registered Banks) Order
2014 (as amended) (the “Order”).
This report is made solely to the shareholders. Our audit work has been undertaken so that we
might state to the shareholders of the bank those matters we are required to state to them in the
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the shareholders, for our audit work, this
report or any of the opinions we have formed.
Directors' responsibility for the disclosure statement
The directors are responsible for the preparation of the disclosure statement, including financial
statements prepared in accordance with Clause 24 of the Order and generally accepted
accounting practice in New Zealand, that is a fair presentation of the matters to which they
relate. The directors are also responsible for such internal controls as they determine are
necessary to enable the preparation of the banking group financial statements that are free from
material misstatement whether due to fraud or error.
The directors are responsible for the preparation and fair presentation of supplementary
information, in accordance with Schedules 2, 4, 7, 13, 14, 15 and 17 of the Order.
Auditor’s responsibility
Our responsibility is to express an opinion on the disclosure statement, including the financial
statements prepared in accordance with Clause 24 of the Order and the supplementary
information disclosed in accordance with Schedules 4, 7, 13, 14, 15 and 17 of the Order. We
conducted our audit in accordance with International Standards on Auditing (New Zealand)
(“ISAs (NZ)”). Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the banking group financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the banking group’s financial statements (excluding the supplementary
information relating to Capital Adequacy). The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the banking
group’s financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal controls relevant to the banking group’s preparation of the
banking group’s financial statements that present fairly the matters to which they relate in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the banking group’s internal controls.
55
84
Heartland Bank Limited - Annual Report 2016
Director Disclosures
Directors
The following persons were directors of Heartland and its subsidiaries during the year ended 30 June 2016.
Company
Directors
Heartland Bank Limited (formerly
Heartland New Zealand Limited) ¹, ²
Jeffrey Kenneth Greenslade
Non-Independent Director (reappointed 31 December 2015)
Nicola Jean Greer
Independent Director (resigned 25 July 2016)
Edward John Harvey
Independent Director (appointed 31 December 2015)
Bruce Robertson Irvine
Independent Director (appointed 31 December 2015)
Graham Russell Kennedy
Independent Director (reappointed 31 December 2015)
Christopher Robert Mace
Independent Director (reappointed 31 December 2015)
Geoffrey Thomas Ricketts
Independent Director (reappointed 31 December 2015)
Deborah Jane Taylor
Independent Director (resigned 31 December 2015)
Gregory Raymond Tomlinson
Non-Independent Director (reappointed 31 December 2015)
ASF Custodians Pty Limited
Julie Marie Campbell-Bode (resigned 5 February 2016)
Andrew John Ford (appointed 5 February 2016)
Richard Glenn Udovenya
Australian Seniors Finance Pty
Limited
Julie Marie Campbell-Bode (resigned 5 February 2016)
Andrew John Ford (appointed 5 February 2016)
Richard Glenn Udovenya
HBL Australian Finance Pty Limited
(formerly Heartland Seniors Finance
Pty Limited)
Julie Marie Campbell-Bode (resigned 5 February 2016)
Andrew John Ford (appointed 5 February 2016)
HBL Australian Investments Pty
Limited
Julie Marie Campbell-Bode (resigned 5 February 2016)
Andrew John Ford (appointed 5 February 2016)
Christopher Patrick Francis Flood
Heartland NZ Trustee Limited
Jeffrey Kenneth Greenslade
Heartland PIE Fund Limited
Jeffrey Kenneth Greenslade
Bruce Robertson Irvine
¹ Canterbury Building Society Limited, Heartland Bank Limited, Heartland Financial Services Limited, Heartland NZ Holdings Limited, MARAC JV Holdings Limited amalgamated into
Heartland Bank Limited (formerly Heartland New Zealand Limited) on 31 December 2015.
² Heartland HER Holdings Limited and New Sentinel Limited amalgamated into Heartland Bank Limited (formerly Heartland New Zealand Limited) on 30 April 2016.
Director Disclosures
www.heartland.co.nz
85
Company
Directors
MARAC Insurance Limited
Andrew James Aitken (Appointed 14 December 2015)
Christopher Patrick Francis Flood (Appointed 3 May 2016)
Brian Thomas Gibbons (Resigned 17 July 2015)
Jeffrey Kenneth Greenslade (Resigned 3 March 2016)
Christopher Robert Mace
Sarah Elizabeth Ann Smith (Appointed 14 December 2015)
Mark Roland Winger (Resigned 17 July 2015)
Seniors Finance Custodians Pty
Limited
Julie Marie Campbell-Bode (Resigned 5 February 2016)
Andrew John Ford (Appointed 5 February 2016)
Richard Glenn Udovenya
Seniors Finance Pty Limited
Julie Marie Campbell-Bode (Resigned 5 February 2016)
Andrew John Ford (Appointed 5 February 2016)
Richard Glenn Udovenya
Sentinel Custodians Limited
Garry Dean Bishop (resigned 28 August 2015)
Christopher Patrick Francis Flood
VPS Properties Limited
Christopher Patrick Francis Flood (Appointed 5 August 2015)
Michael Danton Jonas (resigned 5 August 2015)
86
Heartland Bank Limited - Annual Report 2016
Director Disclosures
Interests Register
The following are the entries in the Interests Register of Heartland (and its subsidiaries) made during
the year ended 30 June 2016.
Indemnification and Insurance of Directors
Heartland has given indemnities to, and has effected insurance for, directors of Heartland and its
subsidiaries to indemnify and insure them in respect of any liability for, or costs incurred in relation
to, any act or omission in their capacity as directors, to the extent permitted by the Companies Act
1993. The cost of the insurance premiums to Heartland and its subsidiaries for the year ended 30
June 2016 was $56,761.79.
Share Dealings by Directors
Details of individual directors’ share dealings as entered in the Interests Register of Heartland under
Section 148(2) of the Companies Act 1993 during the year ended 30 June 2016 are as follows (all
dealings are in ordinary shares unless otherwise specified):
J K Greenslade
No. of Shares Nature of Relevant Interest
Acquisition/
Disposal
Consideration
Date of Acquisition/
Disposal
50,000
On-market purchase
Acquisition
$57,500
19 August 2015
36,521
31,413
27,311
156,549
517,453
154,784
254,890
33,854
85,470
38,354
Allotment of shares under Dividend Reinvestment Plan
Acquisition
$40,538.31
2 October 2015
Retirement as trustee of the PGC Director Share Scheme
Disposal
Nil
6 October 2015
Allotment of shares under Dividend Reinvestment Plan
Acquisition
$32,718
5 April 2016
On-market purchase under LTI scheme
Acquisition
$203,944.82
13 June 2016
On-market purchase under LTI scheme
Acquisition
$672,012.76
14 June 2016
On-market purchase under LTI scheme
Acquisition
$199,361.15
15 June 2016
On-market purchase under LTI scheme
Acquisition
$329,570.33
16 June 2016
On-market purchase under LTI scheme
Acquisition
$43,516.45
17 June 2016
On-market purchase under LTI scheme
Acquisition
$110,707.33
20 June 2016
On-market purchase under LTI scheme
Acquisition
$49,299.49
22 June 2016
E J Harvey
No. of Shares Nature of Relevant Interest
94,370
Disclosure of shares held following appointment as
director on 31 December 2015
Acquisition/
Disposal
Consideration
N/A
N/A
Date of Acquisition/
Disposal
N/A – disclosure of
shares held following
appointment as director
2,566
Allotment of shares under Dividend Reinvestment Plan
Acquisition
$3,074.06
5 April 2016
Director Disclosures
www.heartland.co.nz
87
B R Irvine
No. of Shares Nature of Relevant Interest
Acquisition/
Disposal
Consideration
92,236
361,162
N/A – disclosure of shares held following appointment as
director on 31 December 2015
N/A
N/A – disclosure of shares held following appointment as
director on 31 December 2015
N/A
N/A
N/A
Date of Acquisition/
Disposal
N/A – disclosure of
shares held following
appointment as director
N/A – disclosure of
shares held following
appointment as director
G R Kennedy
No. of Shares Nature of Relevant Interest
36,249
34,476
14,766
922
36,249
34,476
922
Appointment as executor of the estate of Hazel Kathleen
Hammond
Appointment as executor of the estate of Arthur Geoffrey
Hammond
Acquisition
Acquisition/
Disposal
Disposal
Consideration
Nil
Nil
Date of Acquisition/
Disposal
19 August 2015
17 September 2015
Allotment of shares under Dividend Reinvestment Plan
Acquisition
$16,230.26
2 October 2015
Appointment as executor of the estate of Patricia Edna
Christie
Registered holder as executor of the estate of Hazel
Kathleen Hammond
Registered holder as executor of the estate of Arthur
Geoffrey Hammond
Registered holder as executor of the estate of Patricia
Edna Christie
Acquisition
Nil
6 October 2015
Disposal
$45,844.58
2 November 2015
Disposal
Nil
18 December 2015
Disposal
$1,087.96
4 February 2016
C R Mace
No. of Shares Nature of Relevant Interest
713,705
286,295
Beneficial interest in on-market purchase by JNS Capital
Limited
Beneficial interest in on-market purchase by JNS Capital
Limited
Acquisition/
Disposal
Consideration
Date of Acquisition/
Disposal
Acquisition
$816,486.65
3 and 8 September 2015
Acquisition
$329,239.25
10 and 11 September 2015
88
Heartland Bank Limited - Annual Report 2016
Director Disclosures
General Notice of Disclosure of Interest
in the Interests Register
Details of directors’ general disclosures entered in the relevant
interests register under Section 140 of the Companies Act 1993
during the year ended 30 June 2016 are as follows:
G R Kennedy
Resigned as a director of Germinal Seeds N.Z. Limited effective 15
June 2016
D J Taylor (resigned 31 December 2015)
Appointed Chair of Landcare Research effective 1 July 2015 (formerly
Deputy Chair)
Appointed a Director of OTPP New Zealand Forest Investments
Limited (effective 13 July 2015)
Term on the NZ Accounting Standards Board completed but remains
on the External Reporting Board
G R Tomlinson
Appointed a Director of The Icehouse Limited on 27 March 2016
Details of directors’ general disclosures entered in the relevant
interest register under Section 140 of the Companies Act 1993 prior
to 1 July 2015 can be found in earlier Annual Reports.
Specific Disclosures of Interest in the
Interests Register
There were no specific disclosures of interests in transactions
entered into by Heartland or its subsidiaries during the period 1 July
2015 to 30 June 2016.
Information Used by Directors
No director of Heartland or its subsidiaries disclosed use of
information received in his or her capacity as a director that would
not otherwise be available to that director.
Directors’ Relevant Interests
Set out in the table below are the shares, and options which are
convertible into shares, in which each director of Heartland had a
relevant interest as at 30 June 2016.
Director
J K Greenslade
N J Greer (resigned 25 July 2016)
E J Harvey (appointed 31 December 2015)
B R Irvine (appointed 31 December 2015)
G R Kennedy
C R Mace
G T Ricketts
D J Taylor (resigned 31 December 2015)
G R Tomlinson
Number of Ordinary Shares
Beneficial
Number of Ordinary Shares
Non-Beneficial
Number of Options
2,273,260
-
96,936
454,398
495,828
13,289,728
12,289,728
50,000
48,224,352
440,677
-
6,047,026
6,487,703
6,057,026
6,047,026
6,047,026
-
-
1,496,268
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Director Disclosures
www.heartland.co.nz
89
Directors’ Remuneration
The current total directors’ fee pool for the non-executive directors of Heartland and its
subsidiaries approved by shareholders at the Annual Shareholder Meeting held on 31 October
2014 is $1,000,000 per annum.
The total remuneration received by each non-executive director who held office in Heartland
and its subsidiaries during the year ended 30 June 2016 was as follows: ³
Board/Committee
Board
Audit Committee
Governance, Remuneration and Capital Committee
Risk Committee
Chair
$125,000
$15,000
$10,000
$20,000
Member
$75,000
$7,500
$5,000
$10,000
The total remuneration and value of other benefits⁴ received by each non-executive director who
held office in Heartland and its subsidiaries during the year ended 30 June 2016 was as follows:
Director
Company
Remuneration
A J Aitken (appointed 14 December 2015)
MARAC Insurance Limited
N J Greer (resigned 25 July 2016)
E J Harvey
B R Irvine
G R Kennedy
C R Mace
G T Ricketts
Heartland Bank Limited
Heartland Bank Limited
Heartland Bank Limited
Heartland Bank Limited
Heartland Bank Limited
Heartland Bank Limited
D J Taylor (resigned 31 December 2015)
Heartland New Zealand Limited
G R Tomlinson
R G Udovenya
Heartland Bank Limited
Australian Seniors Finance Pty Limited
R A Wilks (resigned 31 December 2015)
Heartland Bank Limited
Total
Directors’ fees exclude GST where appropriate. In addition, directors are entitled to be reimbursed for
costs associated with carrying out their duties.
$17,565
$82,500
$98,750
$121,250
$92,500
$85,000
$142,500
$41,250
$80,000
A$30,000
$45,000
$836,315.28
³ Note that following the amalgamation on 31 December 2015 changes were made to directors fees, therefore fees to 31 December 2015 differ from those from 31 December 2015
⁴ In addition to these amounts, Heartland meets costs incurred by directors, which are incidental to the performance of their duties. This includes providing directors with
telephone concessions and paying the cost of directors’ travel. As these costs are incurred by Heartland to enable directors to perform their duties, no value is attributable to
them as benefits to directors for the purposes of the above table.
90
Heartland Bank Limited - Annual Report 2016
Director Disclosures
Remuneration and/or Other Benefits from the Company and its subsidiaries to Executive Directors
The remuneration for Executive Directors includes a fixed remuneration component and a variable remuneration component comprising short-
term incentives and/or long-term incentives. Long-term incentives are offered to selected employees (including the Executive Directors in their
capacity as employees) in order to:
•
•
Incentivise and motivate participants to continue in employment with the Heartland group for the applicable service period;
Incentivise and motivate participants to exercise long-term thinking to contribute to the long-term success of the Heartland group; and
• Align the interests of participants with those of Heartland and its shareholders.
J K Greenslade (Chief Executive Officer)
The tables below detail the nature and amount of the remuneration and the value of other benefits received by J K Greenslade (being
Heartland’s only Executive Director) during the financial year ended 30 June 2016.
Fixed Remuneration and Short-Term Incentive (STI)
Fixed ($)
900,000¹
Variable STI ($)
800,000²
Total ($)
$1,700,000
¹ Fixed remuneration received during the year ended 30 June 2016.
² This comprises two cash payments of $600,000 and $200,000 respectively which relate to the year ended 30 June 2016 but are to be paid in the financial year ending 30 June 2017.
Long-Term Incentive (LTI)
Number of benefits issued/
acquired during FY16
Value of benefits issued/
acquired and amortising
during FY16
Value of benefits issued/
acquired in past years and
amortising during FY16
Senior Executive Scheme
1,241,354 shares²
$418,612
-
² The Senior Executive Scheme settles the options previously issued to J K Greenslade (and certain other senior executives) relating to the 2014 and 2015 financial years. The value of
the benefits received under the scheme is spread (for accounting purposes) until 30 June 2019. Further detail on the scheme is set out below.
Long-term incentive schemes
Set out below is a brief description of Heartland’s long-term
incentive schemes for its employees as at 30 June 2016. Further
information is set out in Note 25 of the financial statements.
Senior Executive Scheme
The Senior Executive Scheme (SES) effects an agreed settlement
of the options previously issued to certain senior executives
(Senior Executives) under the Share Settled Options Plan
described below. The settlement occurred in June 2016.
The options were settled following an agreement between
Heartland and the Senior Executives that the options had
achieved their objectives and therefore should be capped. To
effect the settlement, the Senior Executives agreed to forfeit the
options issued to them in respect of the 2014 and 2015 financial
years in consideration for the issue of Heartland shares. The
Senior Executives have agreed to hold those shares in escrow
(i.e., to not sell or otherwise transfer ownership) until 30 June
2019 or the occurrence of a change of control event (Release
Date). A call option enables Heartland to require the Senior
Executive to transfer their shares back to Heartland for no
consideration in the event the Senior Executive ceases their
employment at any time before the Release Date.
Share Settled Options Plan
Under the Share Settled Options Plan (Options Plan), selected
employees were granted share settled options (Options), being
a right (the exercise of which is contingent and dependent
on certain factors, including continued employment by the
Heartland group and the market value of Heartland’s shares)
to receive in the future Heartland shares as incentive based
remuneration.
Executive Remuneration
www.heartland.co.nz
91
The key terms of the Options Plan are:
• When Options are exercised, a settlement amount is
• The Options are linked to a three year service period beginning
on the first day of the financial year in respect of which the
options are granted.
• The employee can exercise their Options at any time during
a specified exercise period which generally commences 20
business days after Heartland’s annual results announcement
for the last financial year of the service period and ends
approximately two years later.
• The reference price of each Option is an amount equal to 5%
over the volume weighted average price (VWAP) of Heartland
shares on the NZX over 20 business days immediately following
the issue date of the Options (Reference Price).
calculated. The settlement amount is the amount by which (as
multiplied by the number of Options):
– The VWAP of Heartland shares on NZX over 20 business days
immediately preceding the exercise date (Market
Price), exceeds
– the Reference Price, less the aggregate amount of cash
dividends (cents per share) paid by Heartland in the period
from the date those Options were granted until and including
the exercise date for those Options.
• The employee receives Heartland shares having an aggregate
Market Price equal to the settlement amount.
The number of employees of Heartland and its subsidiaries (including former employees), other than directors, who received remuneration,
including non-cash benefits, in excess of $100,000 during the year ended 30 June 2016 is set out in the remuneration bands detailed below.
Remuneration
$100,000 to $109,999
$110,000 to $119,999
$120,000 to $129,999
$130,000 to $139,999
$140,000 to $149,999
$150,000 to $159,999
$160,000 to $169,999
$170,000 to $179,999
$180,000 to $189,999
$190,000 to $199,999
$210,000 to $219,999
$220,000 to $229,999
$230,000 to $239,999
$240,000 to $249,999
Number
of Staff
Remuneration
Number
of Staff
21
14
11
16
8
6
8
1
2
2
3
1
2
1
$250,000 to $259,999
$270,000 to $279,999
$290,000 to $299,999
$300,000 to $309,999
$310,000 to $319,999
$360,000 to $369,999
$410,000 to $419,999
$440,000 to $449,999
$450,000 to $459,999
$520,000 to $529,999
$550,000 to $559,999
$560,000 to $569,999
$1,110,000 to $1,119,999
3
1
1
1
2
2
1
1
1
1
1
1
1
Total
113
92
Heartland Bank Limited - Annual Report 2016
Shareholder Information
Spread of Shares
Set out below are details of the spread of shareholders of Heartland as at 19 August 2016.
Size of Holding
1–1,000 shares
1,001–5,000 shares
5,001–10,000 shares
10,001–50,000 shares
50,001–100,000 shares
100,001 shares and over
TOTAL
Number of Shareholders
Total Shares
% of Issued Shares
1,038
2,778
2,023
3,800
652
452
10,743
636,567
8,014,554
15,745,306
86,761,251
46,509,760
318,801,428
476,468,866
0.13%
1.68%
3.30%
18.21%
9.76%
66.91%
100%
Twenty Largest Shareholders1
Set out below are details of the 20 largest shareholders of Heartland as at 19 August 2016.
Rank Shareholder
Total Shares
% of Issued Shares
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Harrogate Trustee Limited
FNZ Custodians Limited
Forsyth Barr Custodians Ltd
Oceania & Eastern Limited
Philip Maurice Carter
Citibank Nominees (NZ) Ltd
Accident Compensation Corporation
Investment Custodial Services Limited
Leveraged Equities Finance Limited
Heartland Trust
National Nominees New Zealand Limited
HSBC Nominees (New Zealand) Limited
HSBC Nominees (New Zealand) Limited
Investment Custodial Services Limited
Jarden Custodians Limited
Custodial Services Limited
JPMorgan Chase Bank
TEA Custodians Limited
New Zealand Depository Nominee Limited
Jeffrey Kenneth Greenslade & Sarah Ormond Greenslade
TOTAL FOR TOP 20 HOLDERS
48,224,352
24,272,949
18,543,113
12,289,728
10,126,405
8,955,692
8,561,415
8,259,824
6,966,269
6,047,026
6,025,921
5,564,127
5,460,975
5,019,618
4,500,000
3,461,711
3,368,863
2,721,007
2,521,479
2,273,260
193,163,734
10.12%
5.09%
3.89%
2.58%
2.13%
1.88%
1.80%
1.73%
1.46%
1.27%
1.26%
1.17%
1.15%
1.05%
0.94%
0.73%
0.71%
0.57%
0.53%
0.48%
40.54%
Substantial Product Holders
At 30 June 2016, the following product holders had given notice in accordance with Sections 276 and 277 of the Financial Markets Conduct
Act 2013 that they were substantial product holders in Heartland. The number of shares shown below are as advised in the most recent
substantial product holder notices to Heartland and may not be their holding as at 30 June 2016.
Name
Number of Shares
Class of Shares
Total Number
of Shares in Class
Harrogate Trustee Limited and
Gregory Raymond Tomlinson
40,285,070
Ordinary
476,468,866
The total number of ordinary shares on issue as at 30 June 2016 was 476,468,866.
1 Any person wishing to acquire an interest in 10% or more of Heartland’s shares must obtain the consent of the Reserve Bank of New Zealand before they do so.
Other Information
www.heartland.co.nz
93
Auditors’ Fees
KPMG has continued to act as auditors of Heartland and its
subsidiaries. The amount payable by Heartland and its subsidiaries
to KPMG as audit fees during the year ended 30 June 2016 was
$479,000. The amount of fees payable to KPMG for non-audit work
during the year ended 30 June 2016 was $107,000. These non-audit
fees were primarily for regulatory compliance services and they
complied with the Heartland’s External Auditor Independence Policy.
Credit Rating
As at 1 September 2016, Heartland had a Fitch Australia Pty Limited
long-term credit rating of BBB (outlook stable).
Exercise of NZX Disciplinary Powers
NZX Limited did not exercise any of its powers under Listing Rule 5.4.2
in relation to Heartland during the year ended 30 June 2016.
NZX Waivers
Set out below is a summary of all waivers granted to Heartland by NZX
Limited within, or relied on by Heartland, within the 12 month period
preceding 30 June 2016. Heartland has also relied on a waiver from NZX
Limited relating to director nominations for its 2016 Annual Meeting.
For the purposes of the amalgamation of Heartland New Zealand
Limited and Heartland Bank Limited that took effect on 31 December
2015, Heartland was granted waivers from the following Listing Rules
in relation to the nomination, appointment, election and retirement of
directors at its 2015 Annual Meeting:
Listing Rule 3.3.5
NZX waived the requirement that the proposed directors of Heartland
who were existing directors of Heartland Bank Limited, but not
existing directors of Heartland New Zealand Limited, be nominated
by a shareholder on the basis that shareholders were already familiar
with these proposed directors and therefore this requirement was an
unnecessary procedural step. Heartland did not believe this waiver
prejudiced shareholders’ rights under this Listing Rule, especially
as shareholders still had the opportunity to nominate additional
directors during Heartland’s director nomination period.
Listing Rule 3.3.6
NZX waived the requirement that the directors appointed by the
Board during the course of 2015 were required to retire with effect at
the 2015 Annual Meeting on the basis that all existing directors either
retired or retired and sought re-election with effect on 31 December
2015. The directors who would ordinarily have been required to retire
and seek re-election at the 2015 Annual Meeting under Listing Rule
3.3.6 were Deborah (Jane) Taylor and Jeffrey Greenslade (who was
reappointed by the board as an executive director before his term of
appointment reached 5 years as required by Listing Rule 3.3.9).
NZX also waived the requirement that the directors appointed to
Heartland on the amalgamation (by being named in the resolutions
passed by the board) seek re-election at Heartland’s 2016 Annual
Meeting on the basis that they were approved by shareholders at the
2015 Annual Meeting and the ordinary rotation requirements in Listing
Rule 3.3.11 apply from 31 December 2015. The waiver was granted on
the conditions that:
• all of Heartland’s existing directors retired at the 2015 Annual
Meeting with effect from 31 December 2015 (however, they
were eligible for election as directors of Heartland at the 2015
Annual Meeting);
•
•
•
•
the amalgamation resolutions, which specified the names of
the persons who were to be the directors of Heartland upon
amalgamation, only named persons who were elected by
Heartland’s shareholders at the 2015 Annual Meeting as directors
of Heartland;
the waiver, its conditions and their implications are clearly and
prominently disclosed in Heartland’s annual report for each year
the waiver is relied on;
this waiver and its implications were explained in Heartland’s
notice of meeting for the 2015 Annual Meeting; and
this waiver and its implications are explained in Heartland’s
notice of meeting for the 2016 Annual Meeting.
Listing Rule 3.3.11
NZX waived the requirement that a number of Heartland’s directors
retire by rotation at the 2015 Annual Meeting on the basis that all
existing directors either retired or retired and sought re-election with
effect from 31 December 2015. The directors who would ordinarily
have been required to retire by rotation (but would be eligible for
re-election) at the 2015 Annual Meeting under Listing Rule 3.3.11 were
one of Christopher Mace and Gregory Tomlinson (as determined by
the Board).
Heartland also obtained a waiver from Listing Rule 3.3.5 to the
extent it prohibited Heartland from imposing a precondition on the
nomination of a director to its board. A waiver was required because
Heartland is a registered bank and, before any person can be
appointed as a director, that person must satisfy certain requirements
of the Reserve Bank of New Zealand (RBNZ).
Satisfaction of these requirements is therefore a precondition to
Heartland accepting any director nomination. The effect of this
precondition is that the RBNZ must provide its non-objection to the
proposed appointment of any nominee before the closing date for
director nominations. Heartland has relied on this waiver in respect of
any director nominations for its 2016 Annual Meeting. The waiver was
granted on the conditions that:
•
•
satisfaction of the RBNZ’s requirements is the only precondition
to Heartland accepting a director nomination;
the waiver, its conditions and their implications are clearly and
prominently disclosed in Heartland’s annual report for each year
the waiver is relied on;
• Heartland gives not less than 30 business days’ notice of the
closing date for director nominations;
• Heartland gives an overview of the RBNZ’s requirements in the
same notice; and
• Heartland assists any prospective nominee with the
administrative steps required to meet the RBNZ’s requirements
by providing the necessary documentation to be completed by
the nominee, procuring a New Zealand criminal history check
and submitting all information to the RBNZ for assessment.
94
Heartland Bank Limited - Annual Report 2016
Directory
Directory1
Chairman
Chief Executive Officer
Director
Director
Director
Director
Director
Auditor
KPMG
KPMG Centre, 18 Viaduct Harbour, Auckland 1010
T 09 367 5800
Share Registry
Link Market Services Limited
Level 11, Deloitte House
80 Queen Street, Auckland 1010
T 09 375 5998
F 09 375 5990
E enquiries@linkmarketservices.com
W www.linkmarketservices.com
Directors
Geoff Ricketts
Jeffrey Greenslade
John Harvey
Bruce Irvine
Graham Kennedy
Chris Mace
Greg Tomlinson
Registered Office
35 Teed Street
Newmarket
Auckland 1023
PO Box 9919
Newmarket
Auckland, 1149
T 0508 432 785
E info@heartland.co.nz
W www.heartland.co.nz
Heartland Executives
Jeffrey Greenslade
Chief Executive Officer
Laura Byrne
Chief Strategy Advisor
Michael Drumm
General Counsel
Chris Flood
Head of Banking
Richard Lorraway
Chief Risk Officer
Rochelle Moloney
Head of Corporate
Communications
Simon Owen
Chief Financial Officer
1Correct as at 1 September 2016