Nedbank Group Ltd.
Annual Report 2017

Plain-text annual report

NEDBANK LIMITED ar ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2017 2017 highlights Headline earnings of R11 311m ▲ 11,5% in 2017 (R10 143m in 2016) NIR/expenses ratio 76,0% (76,6% in 2016) Return on equity 17,8% (17,3% in 2016) Common-equity tier 1 ratio 12,6% (11,7% in 2016) Credit loss ratio 47 bps (67 bps in 2016) Return on assets 1,29% (1,20% in 2016) Contents About this report Financial highlights Ten-year review: Consolidated statement of comprehensive income Ten-year review: Consolidated statement of financial position Consolidated annual financial statements Responsibility of our directors Certification from our company secretary Report from the Group Audit Committee Directors’ Report Independent auditors’ report to the shareholders of Nedbank Limited Audited consolidated financial statements Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cashflows Notes to the consolidated financial statements Section A: Accounting policies A1 A2 Principal accounting policies Key assumptions concerning the future and key sources of estimation Standards issued but not yet effective Section B: Segmental and performance-related A3 information Segmental reporting Dividends Share capital Additional tier 1 capital instruments Net interest income Non-interest revenue Operating expenses Indirect taxation B1 B2 B3 B4 B5 B6 B7 B8.1 B8.2 Direct taxation B8.3 Deferred taxation B9 Non-trading and capital items Section C: Core banking assets C1 C2 C3 C4 C5 C6 C7 Loans and advances Impairment of loans and advances Government and other securities Other short-term securities Credit analysis of other short-term securities, and government and other securities Cash and cash equivalents Derivative financial instruments Section D: Core banking liabilities D1 D2 D3 Amounts owed to depositors Long-term debt instruments Contractual maturity analysis for financial liabilities Section E: Asset management E Managed funds 2 4 6 8 10 10 11 12 16 19 22 22 23 24 26 27 27 27 28 28 29 29 32 33 34 35 36 38 39 39 40 42 43 43 50 53 53 54 54 55 60 60 61 62 64 64 Section F: Investments F3 F1 F2 Investment securities Investments in private-equity associates, associate companies and joint arrangements Investments in subsidiary companies and related disclosure Interests in structured consolidated and unconsolidated structured entities Securitisations Related parties Section G: Generic assets F5 F6 F4 G1 G2 Property and equipment Intangible assets Section H: Other assets H1 H2 H3 Long-term employee benefits Non-current assets and liabilities held for sale Other assets Section I: Financial instruments I1 I2 I3 I4 I5 I6 Consolidated statement of financial position – categories of financial instruments Fair-value measurement – financial instruments Assets and liabilities not measured at fair value for which fair value is disclosed Financial instruments designated as at fair value through profit or loss Offsetting financial assets and financial liabilities Collateral Section J: Share-based payments J1 J2 J3 J4 J5 Description of arrangements Effect on profit and financial position Movements in number of instruments Instruments outstanding at the end of the year by exercise price Instruments granted during the year Section K: Other liabilities K1 K2 K3 Provisions and other liabilities Contingent liabilities and undrawn facilities Commitments Section L: Risk and balance sheet management L1 L2 L3 L4 Capital management Liquidity gap Interest rate risk in the banking book Historical value at risk (99%, one-day) by risk type Section M: Cashflow information M Cashflow information Section N: Additional information N1 N2 N3 N4 Foreign currency conversion Events after the reporting period Directors’ emoluments Preference shareholders’ analysis Compliance with IFRS – financial statement notes Nedbank Limited – Annual Report 2017 65 65 65 70 73 74 76 79 80 84 88 88 95 95 96 104 108 124 125 128 130 132 133 136 136 138 139 140 140 140 141 142 142 142 143 144 145 145 147 147 147 148 158 159 1 ABOUT THIS REPORT Our consolidated annual financial statements provide a detailed analysis of our statutory accounting records. These financial statements are independently audited as indicated in the independent auditors’ report and provide indepth disclosure and transparency on the financial performance of the group. The notes to the consolidated annual financial statements are classified in the following sections: Section A: Accounting policies This section briefly outlines the basis of preparation and key accounting policy elections applied in the preparation of the group’s consolidated annual financial statements. Section B: Segmental and performance-related information Refer to this section for information on the group’s financial performance. This section contains the group’s operational segmental report and performance-related notes that provide an analysis of the group’s consolidated statement of comprehensive income. Section C: Core banking assets This section provides information about the group’s core banking assets, including loans and advances, and an analysis of the related impairments charge. Information is also provided on the group’s investments in government and other securities, and other short-term securities. The group’s cash and cash equivalents and derivative financial instruments are also analysed in this section. Section D: Core banking liabilities Information about the group’s core banking liabilities, including long-term debt instruments, can be found in this section. A contractual maturity analysis of financial liabilities is also provided. Section E: Asset management Refer to this section for an analysis of the group’s funds under management. Section F: Investments This section provides an analysis of the group’s investments in investment securities, associate companies, joint arrangements, private-equity associates and subsidiaries. Related information, such as related-party disclosure, information on structured entities and securitisation vehicles can also be found here. Section G: Generic assets This section provides an analysis of non-core assets such as property and equipment, and goodwill and other intangible assets. Section H: Other assets Refer to this section for disclosure on the group’s long-term employee benefits, non-current assets and liabilities held for sale and other assets. Section I: Financial instruments Additional disclosure on the group’s financial instruments can be found in this section. Refer to this section for the categorisation of financial assets and liabilities, the fair-value hierarchy and other fair-value-related disclosures. The group’s disclosure on collateral and offsetting of financial assets and liabilities can also be found in this section. Section J: Share-based payments This section details the group’s share-based payments schemes and their effect on the group’s financial position. Section K: Other liabilities This section provides an analysis of the group’s non-core liabilities, including provisions and other liabilities, contingent liabilities, undrawn facilities and commitments. Section L: Risk and balance sheet management Refer to this section for the group’s liquidity gap disclosure and details on the historical value at risk and interest rate risk in the banking book. Section M: Cashflow information This section contains notes to the group’s statement of cashflows. Section N: Additional information This section contains additional disclosure that may be relevant to understanding the group’s consolidated annual financial statements, such as a foreign currency conversion guide and information on events after the reporting period. 2 Nedbank Limited – Annual Report 2017 Nedbank Limited – Annual Report 2017 3 Financial highlights for the year ended 31 December Headline earnings reconciliation Profit attributable to equity holders of the parent Non-trading and capital items Non-trading and capital items Taxation on non-trading and capital earnings items Headline earnings Key ratios Net interest income to average interest-earning banking assets Credit loss ratio – banking advances Non-interest revenue to total income Efficiency ratio Total equity attributable to equity holders of the parent Return on ordinary shareholders’ equity Average interest-earning banking assets Total assets Return on total assets Total risk-weighted assets Bank capital adequacy ratios (including unappropriated profits): – Common equity tier 1 – Tier 1 – Total Share statistics Number of shares in issue: – Ordinary shares – Preference shares Headline earnings per ordinary share Dividends per preference share: – Declared per share Interim Final – Paid per share – Preference share traded price Closing High Low – Number of preference shares traded 2017 2016 11 160 (151) (210) 59 9 896 (247) (289) 42 11 311 10 143 3,57 0,47 44,1 58,1 67 425 17,8 706 613 903 961 1,29 3,41 0,67 44,1 57,6 61 908 17,3 718 901 900 061 1,20 431 207 425 405 12,6 13,8 16,7 11,7 12,9 16,0 27,9 358,3 40 575 27,9 358,3 36 355 86,56389 86,74290 43,39039 42,75385 43,17350 43,98905 87,37944 82,77096 840 955 820 50,0 925 960 810 107,2 Rm Rm Rm Rm Rm % % % % Rm % Rm Rm % Rm % % % m m cents cents cents cents cents cents cents cents m 4 Nedbank Limited – Annual Report 2017 Headline earnings (Rm) Expenses and efficiency ratio (Rm) Expenses (Rm) Efficiency ratio (%) 12 000 10 000 8 000 6 000 4 000 2 000 0 9 6 4 5 3 2 8 3 8 3 8 3 1 3 5 5 0 6 4 6 9 8 1 7 7 7 0 8 5 7 2 8 3 4 1 0 1 1 1 3 1 1 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 30 000 25 000 20 000 15 000 10 000 5 000 0 1 7 6 2 1 , 4 0 5 2 9 7 3 1 , 3 3 5 3 8 9 4 1 , 3 6 5 5 5 9 6 1 , 8 6 5 1 0 6 8 1 , 3 6 5 9 9 1 0 2 , 6 6 5 1 3 0 2 2 1 , 8 5 9 5 4 3 2 , 8 8 5 3 8 2 5 2 , 6 7 5 2 9 1 6 2 1 , 8 5 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 % 80 60 40 20 0 Total equity (Rbn) Total assets and return on total assets (Rbn) Total assets (Rbn) Return on total assets (%) 90 75 60 45 30 15 0 , 4 6 3 , 0 8 3 , 4 8 3 , 0 3 4 , 3 7 4 7 , 1 5 , 0 6 5 , 0 0 6 , 7 7 6 , 2 4 7 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 1 000 800 600 400 200 0 7 4 5 1 , 1 5 4 5 , 7 0 6 7 5 , 7 0 4 1 6 , 9 0 5 4 6 0 , 1 9 9 6 1 , 1 3 5 7 1 , 1 1 6 8 1 , 1 0 0 9 2 , 1 4 0 9 3 , 1 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Net interest income to average interest-earning banking assets (%) Non-interest revenue to total income (Rm) Non-interest revenue (NIR) (Rm) NIR to total income (%) % 1,5 1,2 0,9 0,6 0,3 0 % 50 5 4 3 2 1 0 8 3 , 5 3 , , 2 3 , 2 3 4 3 , 4 3 , 5 3 , 3 3 , 4 3 , 6 3 , 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 20 000 15 000 10 000 5 000 0 40 30 20 10 0 7 7 8 9 , 3 9 3 8 3 3 0 1 , 0 0 4 1 4 7 0 1 , 4 0 4 5 5 5 2 1 1 , 2 4 1 5 1 4 1 , 9 2 4 6 6 4 5 1 , 3 3 4 6 9 1 6 1 , 7 2 4 4 1 5 7 1 , 9 3 4 1 6 3 9 1 1 , 4 4 7 0 9 9 1 1 , 4 4 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Nedbank Limited – Annual Report 2017 5    Ten-year review CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Rm Interest and similar income Interest expense and similar charges Net interest income Impairments charge on loans and advances Income from lending activities Non-interest revenue Operating income Total operating expenses Indirect taxation Profit from operations before non-trading and capital items Non-trading and capital items Profit from operations Nine-year CAGR¹ % 2,9 1,6 5,7 (4,9) 8,6 8,1 8,4 8,4 10,3 8,2 >(100,0) 6,9 Share of (losses)/profits of associate companies and joint arrangements >(100,0) Profit before direct taxation Direct taxation Profit for the year Profit attributable to: – Ordinary and preference equity holders – Non-controlling interest – ordinary shareholders – Non-controlling interest – preference shareholders Profit for the year Headline earnings 1 Compound annual growth rate. 2017 71 311 46 111 25 200 3 030 22 170 19 907 42 077 26 192 858 15 027 (210) 14 817 (96) 14 721 3 563 11 158 6,8 7,9 6,5 6,9 11 160 >(100,0) >(100,0) 6,5 8,4 (2) 11 158 11 311 2016 69 862 45 344 24 518 4 254 20 264 19 361 39 625 25 283 810 13 532 (289) 13 243 (20) 13 223 3 286 9 937 9 896 41 9 937 10 143 2015 55 128 32 724 22 404 4 608 17 796 17 514 35 310 23 459 668 11 183 (144) 11 039 (1) 11 038 2 828 8 210 8 163 47 8 210 8 275 2014 50 075 28 322 21 753 4 478 17 275 16 196 33 471 22 031 522 10 918 (96) 10 822 12 10 834 2 786 8 048 7 998 50 8 048 8 077 2013 44 107 23 873 20 234 5 529 14 705 15 466 30 171 20 199 480 9 492 (55) 9 437 28 9 465 2 297 7 168 7 152 16 7 168 7 189 2012 42 900 24 102 18 798 5 239 13 559 14 151 27 710 18 601 460 8 649 (49) 8 600 8 600 2 159 6 441 6 410 31 6 441 6 460 2011 41 417 24 119 17 298 5 321 11 977 12 555 24 532 16 955 413 7 164 (48) 7 116 7 116 1 610 5 506 5 483 23 5 506 5 531 2010 43 421 27 556 15 865 6 360 9 505 10 741 20 246 14 983 387 4 876 (103) 4 773 4 773 983 3 790 3 737 53 3 790 3 838 2009 49 332 33 795 15 537 6 659 8 878 10 338 19 216 13 792 402 5 022 (32) 4 990 (1) 4 989 960 4 029 224 15 4 029 3 823 2008 55 154 39 874 15 280 4 755 10 525 9 877 20 402 12 671 356 7 375 745 8 120 9 8 129 1 791 6 338 217 15 6 338 5 469 3 790 6 106 6 Nedbank Limited – Annual Report 2017 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Profit from operations before non-trading and capital items Rm Interest and similar income Interest expense and similar charges Net interest income Impairments charge on loans and advances Income from lending activities Non-interest revenue Operating income Total operating expenses Indirect taxation Non-trading and capital items Profit from operations Profit before direct taxation Direct taxation Profit for the year Profit attributable to: – Ordinary and preference equity holders – Non-controlling interest – ordinary shareholders – Non-controlling interest – preference shareholders Profit for the year Headline earnings 1 Compound annual growth rate. Nine-year CAGR¹ % 2,9 1,6 5,7 (4,9) 8,6 8,1 8,4 8,4 10,3 8,2 6,9 6,8 7,9 6,5 >(100,0) 2017 71 311 46 111 25 200 3 030 22 170 19 907 42 077 26 192 858 15 027 (210) 14 817 (96) 14 721 3 563 11 158 (2) 11 158 11 311 2016 69 862 45 344 24 518 4 254 20 264 19 361 39 625 25 283 810 13 532 (289) 13 243 (20) 13 223 3 286 9 937 9 896 41 9 937 10 143 2015 55 128 32 724 22 404 4 608 17 796 17 514 35 310 23 459 668 11 183 (144) 11 039 (1) 11 038 2 828 8 210 8 163 47 8 210 8 275 6,9 11 160 >(100,0) >(100,0) 6,5 8,4 Share of (losses)/profits of associate companies and joint arrangements >(100,0) 2014 50 075 28 322 21 753 4 478 17 275 16 196 33 471 22 031 522 10 918 (96) 10 822 12 10 834 2 786 8 048 7 998 50 8 048 8 077 2013 44 107 23 873 20 234 5 529 14 705 15 466 30 171 20 199 480 9 492 (55) 9 437 28 9 465 2 297 7 168 7 152 16 7 168 7 189 2012 42 900 24 102 18 798 5 239 13 559 14 151 27 710 18 601 460 8 649 (49) 8 600 8 600 2 159 6 441 6 410 31 6 441 6 460 2011 41 417 24 119 17 298 5 321 11 977 12 555 24 532 16 955 413 7 164 (48) 7 116 7 116 1 610 5 506 5 483 23 5 506 5 531 2010 43 421 27 556 15 865 6 360 9 505 10 741 20 246 14 983 387 4 876 (103) 4 773 4 773 983 3 790 3 737 53 3 790 3 838 2009 49 332 33 795 15 537 6 659 8 878 10 338 19 216 13 792 402 5 022 (32) 4 990 (1) 4 989 960 4 029 2008 55 154 39 874 15 280 4 755 10 525 9 877 20 402 12 671 356 7 375 745 8 120 9 8 129 1 791 6 338 3 790 6 106 224 15 4 029 3 823 217 15 6 338 5 469 Nedbank Limited – Annual Report 2017 7 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 8 823 73 472 30 698 48 749 20 241 68 218 18 044 50 687 18 151 60 078 30 948 42 733 689 637 691 925 666 807 603 329 566 047 520 116 493 107 471 447 446 428 436 420 7 332 75 2 250 388 3 277 37 7 976 5 761 18 145 7 341 8 164 440 1 908 287 2 575 266 8 197 5 042 18 139 5 928 3 925 904 1 648 2 1 400 67 8 114 4 885 16 190 4 881 903 961 900 061 860 733 753 444 699 155 645 350 613 540 576 490 544 990 547 132 28 19 182 48 215 67 425 3 561 2 600 7 561 74 154 23 561 28 19 182 42 698 61 908 3 561 2 000 28 18 532 37 610 56 170 3 561 253 223 183 141 136 121 110 67 722 13 469 59 954 33 996 736 752 750 319 708 036 634 623 585 497 542 671 516 540 491 038 467 924 464 082 14 047 12 717 191 351 3 423 51 482 53 391 3 328 52 062 9 911 87 763 3 009 44 977 829 807 832 339 800 779 697 464 647 480 598 064 570 553 538 090 506 997 510 690 903 961 900 061 860 733 753 444 699 155 645 350 613 540 576 490 544 990 547 132 10 757 56 322 15 644 26 828 5 393 236 2 369 16 1 158 165 7 459 4 409 14 843 4 516 27 17 422 34 787 52 236 3 561 17 467 35 004 13 811 31 279 4 204 340 2 932 12 1 098 69 87 6 571 2 847 13 199 4 188 27 17 422 30 524 47 973 3 561 55 980 15 479 51 675 16 588 8 404 10 016 35 287 3 002 35 634 13 297 1 804 33 265 12 587 37 575 14 660 26 194 4 528 241 2 832 508 1 029 362 84 6 171 1 992 12 641 3 830 27 17 422 26 140 43 589 3 561 47 286 13 475 9 273 67 367 1 880 30 295 11 514 31 715 14 314 29 991 3 989 629 3 549 8 565 66 488 6 082 2 027 11 862 3 634 27 14 422 24 856 39 305 3 561 7 469 21 955 14 077 31 667 3 613 440 2 999 5 933 48 82 5 394 1 965 11 068 3 328 27 14 422 20 281 34 730 3 560 42 987 13 791 38 400 11 930 8 286 27 997 1 473 6 179 76 1 358 1 408 6 823 14 408 12 871 35 754 3 917 580 3 012 12 922 36 102 4 754 1 783 10 437 3 151 27 14 422 18 174 32 623 3 483 1 796 91 37 993 10 799 5 218 162 1 514 1 298 7 638 10 411 23 114 41 834 4 731 314 2 743 10 913 71 104 4 124 1 667 10 061 2 977 27 14 422 16 927 31 376 3 122 1 644 300 36 442 23 077 6 145 117 1 982 1 227 29 439 26 101 20 082 14 060 TEN-YEAR REVIEW (continued) CONSOLIDATED STATEMENT OF FINANCIAL POSITION Rm Assets Cash and cash equivalents Other short-term securities Derivative financial instruments Government and other securities Loans and advances Other assets Current taxation assets Investment securities Non-current assets held for sale Investments in private-equity associates, associate companies and joint arrangements Deferred taxation assets Investment property Property and equipment Long-term employee benefit assets Mandatory reserve deposits with central banks Intangible assets Total assets Equity and liabilities Ordinary share capital Ordinary share premium Reserves Total equity attributable to equity holders of the parent Preference share capital and premium Additional tier 1 capital instruments Non-controlling interest attributable to: – ordinary shareholders – preference shareholders Total equity Derivative financial instruments Amounts owed to depositors Provisions and other liabilities Current taxation liabilities Deferred taxation liabilities Long-term employee benefit liabilities Long-term debt instruments Total liabilities Total equity and liabilities 1 Compound annual growth rate. Nine-year CAGR¹ % 1,6 24,2 3,2 1,7 5,2 5,0 (14,7) (2,2) 50,2 15,3 (7,0) (100,0) 7,6 14,8 6,8 10,5 5,7 0,4 3,2 12,3 8,9 1,5 (45,5) 7,2 8,2 0,2 5,3 9,6 5,6 (17,5) 12,1 15,5 5,5 5,7 8 Nedbank Limited – Annual Report 2017 CONSOLIDATED STATEMENT OF FINANCIAL POSITION Investments in private-equity associates, associate companies Long-term employee benefit assets Mandatory reserve deposits with central banks Rm Assets Cash and cash equivalents Other short-term securities Derivative financial instruments Government and other securities Loans and advances Other assets Current taxation assets Investment securities Non-current assets held for sale and joint arrangements Deferred taxation assets Investment property Property and equipment Intangible assets Total assets Equity and liabilities Ordinary share capital Ordinary share premium Reserves Preference share capital and premium Additional tier 1 capital instruments Non-controlling interest attributable to: – ordinary shareholders – preference shareholders Total equity Derivative financial instruments Amounts owed to depositors Provisions and other liabilities Current taxation liabilities Deferred taxation liabilities Long-term employee benefit liabilities Long-term debt instruments Total liabilities Total equity and liabilities 1 Compound annual growth rate. Total equity attributable to equity holders of the parent Nine-year CAGR¹ 1,6 24,2 3,2 1,7 5,2 5,0 (14,7) (2,2) 50,2 15,3 (7,0) (100,0) 7,6 14,8 6,8 10,5 5,7 0,4 3,2 12,3 8,9 1,5 (45,5) 7,2 8,2 0,2 5,3 9,6 5,6 (17,5) 12,1 15,5 5,5 5,7 8 823 73 472 30 698 48 749 7 332 75 2 250 388 3 277 37 7 976 5 761 18 145 7 341 28 19 182 48 215 67 425 3 561 2 600 7 561 74 154 23 561 191 351 3 423 51 482 20 241 68 218 18 044 50 687 8 164 440 1 908 287 2 575 266 8 197 5 042 18 139 5 928 28 19 182 42 698 61 908 3 561 2 000 67 722 13 469 53 391 3 328 52 062 18 151 60 078 30 948 42 733 3 925 904 1 648 2 1 400 67 8 114 4 885 16 190 4 881 28 18 532 37 610 56 170 3 561 59 954 33 996 9 911 87 763 3 009 44 977 14 047 12 717 % 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 689 637 691 925 666 807 603 329 566 047 520 116 493 107 471 447 446 428 436 420 10 757 56 322 15 644 26 828 17 467 35 004 13 811 31 279 12 587 37 575 14 660 26 194 11 514 31 715 14 314 29 991 7 469 21 955 14 077 31 667 6 823 14 408 12 871 35 754 7 638 10 411 23 114 41 834 5 393 236 2 369 16 1 158 165 7 459 4 409 14 843 4 516 4 204 340 2 932 12 1 098 69 87 6 571 2 847 13 199 4 188 4 528 241 2 832 508 1 029 362 84 6 171 1 992 12 641 3 830 3 989 629 3 549 8 565 66 488 6 082 2 027 11 862 3 634 3 613 440 2 999 5 933 48 82 5 394 1 965 11 068 3 328 3 917 580 3 012 12 922 36 102 4 754 1 783 10 437 3 151 4 731 314 2 743 10 913 71 104 4 124 1 667 10 061 2 977 903 961 900 061 860 733 753 444 699 155 645 350 613 540 576 490 544 990 547 132 27 17 422 34 787 52 236 3 561 27 17 422 30 524 47 973 3 561 27 17 422 26 140 43 589 3 561 27 14 422 24 856 39 305 3 561 27 14 422 20 281 34 730 3 560 253 223 183 141 136 121 110 55 980 15 479 51 675 16 588 47 286 13 475 42 987 13 791 38 400 11 930 27 14 422 18 174 32 623 3 483 1 796 91 37 993 10 799 27 14 422 16 927 31 376 3 122 1 644 300 36 442 23 077 736 752 750 319 708 036 634 623 585 497 542 671 516 540 491 038 467 924 464 082 8 404 10 016 35 287 3 002 35 634 13 297 1 804 33 265 9 273 67 367 1 880 30 295 8 286 27 997 1 473 6 179 76 1 358 1 408 5 218 162 1 514 1 298 6 145 117 1 982 1 227 29 439 26 101 20 082 14 060 829 807 832 339 800 779 697 464 647 480 598 064 570 553 538 090 506 997 510 690 903 961 900 061 860 733 753 444 699 155 645 350 613 540 576 490 544 990 547 132 Nedbank Limited – Annual Report 2017 9 Consolidated annual financial statements Nedbank Limited Reg No 1951/000009/06. Prepared under the supervision of the Nedbank Group CFO, Raisibe Morathi CA(SA). Audited in terms of the Companies Act, 71 of 2008. Responsibility of our directors The directors are responsible for the preparation and fair presentation of the consolidated financial statements of Nedbank Limited (comprising the statement of financial position at 31 December 2017, the statement of comprehensive income, the statement of changes in equity and statement of cashflows for the year then ended), the segmental reporting and the notes to the financial statements (including a summary of significant accounting policies and other explanatory notes) in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and International Financial Reporting Interpretations Committee (IFRIC), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards Council, the requirements of the Companies Act, 71 of 2008, and the JSE Listings Requirements. In addition, the directors are responsible for the preparation of the directors’ report. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error and for maintaining adequate accounting records and an effective system of risk management as well as the preparation of the supplementary schedules included in these financial statements. The directors have made an assessment of the ability of the company and its subsidiaries to continue as going concerns and there is no reason to believe that the business will not be a going concern in the year ahead. The independent auditors are responsible for reporting on whether the consolidated financial statements are fairly presented in accordance with IFRS. Approval of the consolidated annual financial statements The consolidated annual financial statements of Nedbank Limited, as identified in the first paragraph, were approved by the Nedbank Limited Board of Directors on 1 March 2018 and are signed on its behalf by: V Naidoo Chairman Sandown 1 March 2018 MWT Brown Chief Executive 10 Nedbank Limited – Annual Report 2017 Certification from our company secretary In terms of section 88(2)(e) of the Companies Act, 71 of 2008, I certify that, to the best of my knowledge and belief, Nedbank Limited has filed with the Commissioner all such returns and notices as are required by the Companies Act, 71 of 2008, and that all such returns and notices are true, correct and up to date. TSB Jali Company Secretary Sandown 1 March 2018 Nedbank Limited – Annual Report 2017 11 Report from the Group Audit Committee ‘The Nedbank Group Audit Committee (’GAC’) is pleased to present its report for the 2017 financial year. This report has been prepared based on the requirements of the SA Companies Act, 71 of 2008, as amended (’Companies Act’), the King Code of Governance for SA (’King IV’), the JSE Listings Requirements and other applicable regulatory requirements. The committee carried out its responsibilities, including those relating to the audit and financial reporting obligations of the group, as set out in its board-approved charter.’ The GAC’s main objective is to assist the board in fulfilling its oversight responsibilities, in particular with regard to evaluation of the adequacy and efficiency of accounting policies, internal controls and financial and corporate reporting processes. In addition, the GAC assesses the effectiveness of the internal auditors and the independence and effectiveness of the external auditors. The report aims to provide details on how the GAC has satisfied its various statutory obligations during the period, as well as discuss some of the significant matters that arose and how the GAC has addressed these to assist in ensuring the integrity of Nedbank’s financial reporting. Composition and governance Members of the committee satisfy the requirements to serve as members of an audit committee, as provided in section 94 of the Companies Act, and have adequate knowledge and experience to carry out their duties. The composition of the committee and the attendance at the meetings by its members for the 2017 financial year are set out below: Members S Subramoney (Chair) MI Wyman (Chair) NP Mnxasana PM Makwana HR Brody NP Dongwana TA Boardman * Apologies received. Attendance 25 July 2017 9/9 1/1 8/9* 8/9* 6/7* 7/7 0/1* During the year Stanley Subramoney was appointed Chair of the GAC, replacing Malcolm Wyman, who was Chair for the May 2017 meeting. Malcolm Wyman remains on the Nedbank Board as the lead independent director. In addition, Neo Dongwana and Hubert Brody were appointed during the year and Tom Boardman was no longer a member of the committee following his resignation from the board. All members of the GAC are independent non-executive board members. Stanley Subramoney was a member of the GAC from October 2015 and held several introductory engagements with members of the committee, management and the external auditors to familiarise himself with the objectives of the committee and set out his agenda for the 2017 reporting period. The Chief Executive (CE), the Chief Financial Officer (CFO), the Chief Operating Officer (COO), the Chief Risk Officer (CRO), the Chief Internal Auditor (CIA), the Chief Governance and Compliance Officer and representatives of the external auditors are invited to attend all GAC meetings. Other members of management are invited to attend certain meetings to provide the committee with greater insight into specific issues or areas of the group. The GAC Chair has regular contact with the management team to discuss relevant matters directly. The CIA and the external auditors have direct access to the committee, including closed sessions without management, on any matter that they regard as relevant to the fulfilment of the committee’s responsibilities. The GAC Chair meets with the CIA and external auditors separately between audit committee meetings. In addition, the GAC meeting agenda allows for a meeting solely with the members of the GAC. Nine GAC meetings were held in respect of the 2017 financial year, aligned with the key reporting and regulatory timelines, and included three additional ad hoc meetings. The meetings’ key focus areas were: 17 May 2017 31 May 2017 Review of Nedbank Limited Banks Act Returns audit report and approval and discussion of the 2016 external audit strategy presentation. Review of first-quarter results update. Annual trilateral meeting with representatives of the Bank Supervision Department of the South African Reserve Bank for discussion of, among other things, key external audit findings, internal audit matters and reporting responsibilities in terms of the regulations. Review of the interim results for the six months to 30 June 2017 and the press and SENS announcements. 20 September 2017 Ad hoc meeting to review and discuss the report and findings of KPMG International (KPMGI) in respect of KPMG South Africa (KPMG SA). 22 September 2017 Followup ad hoc meeting in respect of the KPMG matter. 25 October 2017 Review and approval of the Nedbank Group Internal Audit Plan for 2018. Review and approval of key financial policies. Review of financial performance for the third quarter of 2017. 18 January 2018 Review of unaudited preliminary results and key financial and accounting judgements. 14 February 2018 20 February 2018 Ad hoc joint Group Credit Committee (GCC) and GAC meeting to review key financial accounting audit matters relating to IFRS 9 implementation. Discussion and review of year-end reports from Internal Audit and the external auditors, feedback from subsidiary audit committees, the GCC Risk Committee, Information Technology Committee and other relevant committees. Review and approval of annual financial statements and related SENS and results announcements. The Chair of the committee reports to the board on its activities and the matters discussed at each meeting, highlighting any key items that the committee believes require action and providing recommendations for their resolution. The performance of the committee is reviewed annually as part of the effectiveness review of the board and all its committees. The latest review concluded that the committee continued to operate effectively and successfully discharged its responsibilities and duties. 12 Nedbank Limited – Annual Report 2017 Significant audit matters The GAC has considered the appropriateness of the key audit matters reported in the external audit opinion and considered the significant audit matters relating to the annual financial statements and how these were addressed by the committee: Significant matter¹ How the GAC addressed the matter Impairment of loans and advances The GAC reviewed and discussed the reports from the GCC regarding the level and appropriateness of impairments, provisioning methodologies and related key judgements in determining the impairment balances. Valuation of financial instruments held at fair value The GAC reviewed reports from the CFO regarding the Investment Committee‘s review of investment valuations and details of critical valuation judgements applied to the valuation of group treasury and trading instruments. Associate investment in ETI The GAC received regular reports from management in connection with the financial performance of Ecobank Transnational Incorporated (ETI) and the accounting considerations for Nedbank. The GAC received comprehensive reports detailing management’s assessment of the impairment indicators and potential value-in-use (VIU) calculations. The GAC noted the improved financial performance of ETI during the 2017 reporting period and management’s assessment that no adjustment of the impairment provision is required, based on observable indications that the impairment loss previously recognised no longer exists or may have decreased. Fraud risk in relation to revenue recognition – non-interest revenue Previously reported as an audit focus area, this was classified by the external auditors as a significant audit matter following updates to the audit approach. The GAC received regular feedback from the CFO in connection with controls over the financial reporting system and, where applicable, key judgements applied in the recognition of revenue. Fraud risk in relation to management override of controls Previously reported as an audit focus area, this was classified by the external auditors as a significant audit matter following updates to the audit approach. The GAC received regular feedback from the CFO in connection with key judgements applicable to management estimates and from Group Internal Audit in connection with the overall control environment and the ’tone at the top’. ¹ The significant matter: ’Associate investment in ETI’ relates only to the consolidated results of Nedbank Group Limited while the other significant matters relate to Nedbank Limited, Nedbank Limited consolidated and Nedbank Group Limited. Financial, legal, compliance and regulatory reporting requirements ■ The GAC received regular reports from the CFO regarding the financial performance of the group, the tracking and monitoring of key performance indicators, details of budgets, forecasts, long-term plans and capital expenditures, financial reporting controls and processes, and the adequacy and reliability of management information used during the financial reporting process. The GAC is satisfied with the appropriateness of the expertise and experience of the CFO and the resources, expertise, succession and experience of Nedbank’s finance function. The GAC reviewed the adequacy of the regulatory reporting processes as required by the Banks Act of SA, which includes evaluation of the quality of reporting and the adequacy of systems and processes, and consideration of any findings regarding the financial regulatory reports by the external auditors. ■ The GAC reviewed the compliance monitoring plan, compliance methodology and structure and the compliance charter. ■ It also reviewed, with management, legal matters that could have a material impact on the group. Annual financial statements and integrated reporting process ■ The GAC reviewed the audited annual financial statements and assessed, and found to be effective and appropriate, the financial reporting process and controls that led to the compilation of the annual financial statements. The GAC also assessed and confirmed the appropriateness of the going concern assumption used in the annual financial statements, taking into account management budgets and the capital and liquidity profiles. ■ The GAC reviewed and discussed the integrated report, reporting process and governance and financial information included in the integrated report after considering recommendations from the Transformation, Social and Ethics Committee, Group Remuneration Committee, Group Risk and Capital Management Committee and the Directors’ Affairs Committee. ■ The GAC recommended to the board that the annual financial statements and the financial information included in the integrated report be approved. The board subsequently approved the annual financial statements and the integrated report, which will be open for discussion at the forthcoming annual general meeting. ■ The GAC reviewed the solvency and liquidity tests and recommended the interim and final dividend proposals for approval by the board. ■ The GAC, together with the GCC, reviewed and approved the high-level project plan and progress updates on the implementation of IFRS 9. Future accounting developments The International Accounting Standards Board (IASB) published IFRS 9: Financial Instruments, IFRS 15: Revenue from Contracts with Customers and IFRS 16: Leases with an effective date of implementation of 1 January 2018 for IFRS 9 and IFRS 15, and 1 January 2019 for IFRS 16. Nedbank Limited – Annual Report 2017 13 REPORT FROM THE GROUP AUDIT COMMITTEE (continued) The IFRS 9 Impairments Implementation Programme, jointly sponsored by the CRO and CFO, continued to progress during 2017 and facilitated the implementation of IFRS 9. The classification and measurement and hedging requirements programme is sponsored by the CFO, and is aligned with the Impairments Implementation Programme. Regular feedback during 2017 was provided to the GCC and received by the GAC from the IFRS 9 Impairments Implementation Committee to understand and remain abreast of key judgement areas. A joint ad hoc GCC and GAC meeting was held on 14 February 2018 to review management’s IFRS 9 opening balance assessment, including related calculations, model and system changes and key judgements. The joint meeting also received a report from the external auditors detailing their procedures and findings in respect of the IFRS 9 opening balance assessment. The GAC was satisfied that the IFRS 9 opening balance impact disclosed in the annual financial statements is appropriate. The GAC noted that, as the statement is effective on 1 January 2018, the disclosures in the 2017 annual financial statements would be preliminary and that further detailed disclosures will be made in the interim financial statements and annual financial statements for the 2018 period. Internal control, risk management and information technology The GAC is responsible for reviewing the effectiveness of systems for internal control, financial reporting and risk management, and for considering the major findings of any internal investigations into control weaknesses, fraud or misconduct, and management’s response thereto. The GAC receives regular reports provided as part of the Enterprisewide Risk Management Framework (ERMF) to assist in evaluating the group’s internal controls. The ERMF places emphasis on accountability, responsibility, independence, reporting, communication and transparency, both internally and in respect of all Nedbank’s key external stakeholders. The GAC receives regular reports from the Group Information Technology Committee regarding the monitoring of the adequacy and effectiveness of the group’s information system controls and from the Group Credit Committee regarding its oversight of the adequacy and effectiveness of the credit monitoring processes and systems. The GAC also receives regular reports on issues in the group’s key issues control log from the CRO and regular reports regarding governance and compliance matters (including the Companies Act and Banks Act) from the Chief Governance and Compliance Officer. Having considered, analysed, reviewed and debated information provided by management and Internal Audit and the external auditors, the GAC considered that the internal controls of the group had been effective in all material aspects throughout the year under review. Internal Audit Internal Audit performs an independent assurance function and forms part of the third line of defence. The Chief Internal Auditor has a functional reporting line to the GAC Chair and an operational reporting line to the CRO. At the beginning of the period the Chief Internal Auditor resigned from Nedbank to pursue her personal interests and an interim executive was appointed. Following an extensive recruitment process that involved the Chair of the GAC, Prabashni Naidoo was appointed CIA. Ms Naidoo was previously a senior executive at an SA bank and has strong risk management and internal audit skills and experience. ■ The GAC reviewed and approved the annual Internal Audit Charter and evaluated the independence, effectiveness and performance of the Internal Audit Department and compliance with its charter. ■ With respect to its evaluation of the adequacy and effectiveness of internal controls, the GAC received reports from the CIA, assessed the effectiveness of the group internal audit function and reviewed and approved the annual Group Internal Audit Plan. ■ It also considered the independent quality assurance review of audit execution by PwC, the results of which confirmed that Internal Audit had generally conformed with the International Institute of Internal Auditors’ standards for professional practice of internal auditing. In particular the GAC: ■ ensured that the CIA had a direct reporting line to the Chair of the GAC and noted the operational and administrative reporting line to the CRO; ■ satisfied itself of the expertise, resources and experience of the CIA; ■ reviewed and approved the Internal Audit Charter; ■ monitored the effectiveness of the internal audit function in terms of its scope, execution of its plan, coverage, independence, skills, staffing, overall performance and position within the organisation; and ■ monitored and challenged, where appropriate, action taken by management with regard to adverse internal audit findings. The GAC is satisfied with the appropriateness of the expertise, experience and resources of the internal audit function. External auditors The GAC is responsible for the appointment, compensation and oversight of the external auditors for the group, namely Deloitte & Touche and KPMG. During the period the GAC: ■ considered and recommended to the board the reappointment of the joint external auditors Deloitte & Touche (with Lito Nunes as designated registered auditor) and KPMG (with Sipho Malaba as designated registered auditor) and the approval of their audit fees for the 2017 year under review; ■ assessed and monitored allegations of corruption against the external auditors and received positive declarations from the firms; ■ approved the external auditors’ annual plan and related scope of work, confirming suitable reliance on Group Internal Audit and the appropriateness of key audit risks identified; ■ monitored the effectiveness of the external auditors in terms of their audit quality, expertise and independence, as well as the content and execution of the audit plan, with the annual review of the quality of the audit and the performance of the joint external auditors having been undertaken by means of questionnaires completed by key finance staff, Internal Audit members and members of the GAC; ■ ensured that the appointment and the independence of the external auditors were in compliance with the Companies Act and all other regulatory and legal requirements, which included receiving from the auditors all decision letters and explanations issued by the Independent Regulatory Board for Auditors or any other regulator, and any summaries relating to monitoring procedures or deficiencies (if applicable) issued by the audit firm to confirm the suitability for appointment of the audit firms and designated individual partners; 14 Nedbank Limited – Annual Report 2017 The coordinated assurance model allows assurance providers to leverage off each other’s insight and intelligence to enhance efficiency and effectiveness of the risk management system and better align with the principles and standards of King IV. The model also ensures that assurance providers issue clear and concise, yet detailed, reports that enable management and directors to make informed and proper decisions. The GAC is, therefore, of the view that the arrangements in place for the coordinated assurance model are adequate and achieve the objective of a more effective, integrated approach across the disciplines of risk management, compliance and audit. The journey of coordinated assurance will continuously evolve as the process matures within the organisation. Key focus areas for 2018 ■ Continued focus on ensuring that the group’s financial systems, processes and controls are operating effectively, are consistent with the group’s complexity and are responsive to changes in the environment and industry. ■ Monitoring of the developments of the independent review of KPMG SA being led by SAICA and assessing the impact on Nedbank and its auditors. ■ Consideration of the requirements arising from MAFR and initiation of a project to assess and address the MAFR requirements. ■ Monitoring of the developments of the Old Mutual managed-separation process, including the reporting of external financial information and the additional external audit reviews required in terms of the Listing Requirements of the JSE and London Stock Exchange. ■ Review and consideration of management’s plans in respect of IFRS 16: Leases. Conclusion The GAC is satisfied that it has complied with all statutory duties as well as other duties given to it by the board under its terms of reference. The GAC reviewed the group annual financial statements for the year ended 31 December 2017 and recommended them for approval to the board on 20 February 2018. On behalf of the GAC Stanley Subramoney Group Audit Committee Chair 1 March 2018 ■ confirmed that no reportable irregularities were identified and reported by the external auditors in terms of the Auditing Profession Act, 26 of 2005; ■ considered reports from subsidiary audit committees and from management on the activities of subsidiary entities; and ■ reviewed the findings and recommendation of the external auditors and confirmed that there were no unresolved matters. The GAC has a well-established policy on auditor independence and audit effectiveness. The GAC reviewed and approved the Non-audit Services Policy, which governs the types of service that can be performed by the auditors, as well as the value and scope of the non-audit services provided by the auditors. Only those non-audit services that do not affect their independence and entail skills and experience that make them the most appropriate suppliers were approved during the period. During the second half of the year, the GAC challenged and engaged with executives and boardmembers from KPMG regarding the allegations of corruption against the audit firm. At least two ad hoc GAC meetings and several separate engagements with the board and stakeholders have taken place to discuss the KPMG developments and assess the impact on Nedbank. The GAC considered, inter alia, regulatory requirements, business continuity and reputational and systematic risk. KPMG SA provided assurance regarding the integrity of its audit processes and further assurance was provided by KPMGI, which agreed, at the request of Nedbank, to provide additional comfort in respect of its support of KPMG SA. The GAC is awaiting the results of the independent inquiries into KPMG SA to assess if any further action or response is required. The GAC engaged with senior management from Deloitte about the negative press regarding a client. The GAC is awaiting the result of the Independent Regulatory Boards of Auditors (IRBA) investigation. IRBA has issued a rule prescribing that auditors of public interest entities (PIEs) in SA must comply with mandatory audit firm rotation (MAFR) with effect from 1 April 2023. IRBA has reported that the application of such a rule is to strengthen the independence of auditors from their clients. Deloitte & Touche and KPMG have been the auditors of Nedbank Group for 44 years and would be impacted by the MAFR rules. The GAC noted the new MAFR rule and initiated preliminary discussions on the potential impact on Nedbank. As part of Nedbank’s transformation commitment and the development of the auditing profession, several mid-tier black-owned accounting firms were appointed as auditors to a number of smaller statutory audits in 2016. The audits, comprising different mandates, were concluded satisfactorily during the year. Combined assurance Nedbank’s combined assurance programme evolved into a fully coordinated assurance model across the group during 2017. The key principles dictate that assurance providers across all lines of defence focus on integrating and aligning the assurance processes and reporting in the group to obtain optimal insight into the management of strategic and business operational risks as well as the overall risk profile of the bank (taking into account the current risk, governance and control efforts). Nedbank Limited – Annual Report 2017 15 Directors’ Report for the year ended 31 December 2017 The board of directors is pleased to present the annual financial statements of Nedbank Limited for the year ended 31 December 2017. Nature of business Nedbank Limited (’Nedbank’ or ’the company’) is a registered bank that, through its subsidiaries, provides a wide range of banking and financial services. Nedbank maintains a primary listing of its non-redeemable, non-cumulative, non- participating preference shares under ’Preference Shares’ on JSE Limited (’the JSE’). Annual financial statements Details of the financial results are set out on pages 22 to 159 of the annual financial statements, which have been prepared under the supervision of the Nedbank Chief Financial Officer, Mrs RK Morathi, and audited in compliance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and IFRS Interpretation Committee (IFRS IC), South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards Council, the requirements of the Companies Act, 71 of 2008 (as amended) and the JSE Listings Requirements. Year under review The year under review is fully covered in the Reflections from our Chairman, Reflections from our Chief Executive and Reflections from our Chief Financial Officer sections of the 2017 Nedbank Group Limited Integrated Report, available at nedbankgroup.co.za. Share capital Details of the authorised and issued share capital, together with details of shares issued during the year, appear in note B3 to the annual financial statements. Ownership The holding company of Nedbank is Nedbank Group Limited (’Nedbank Group’), whose holding company is Old Mutual Life Assurance Company (SA) Limited and associates. Nedbank Group holds 100% of the issued ordinary shares of the company. The ultimate holding company is Old Mutual plc, incorporated in England and Wales. Further details of preference shareholders appear in note N4 to the annual financial statements. Dividends Details of the dividends appear in note B2 to the annual financial statements. Directors Biographical details of the current directors appear in the Board of Directors section of the Nedbank Group Limited Integrated Report, available at nedbankgroup.co.za. Details of directors’ and prescribed officers’ remuneration and Nedbank Group shares and Nedbank non-redeemable, non-cumulative, non-participating preference shares issued to directors and prescribed officers appear in the Remuneration Report available at nedbankgroup.co.za. During the period under review the following changes occurred to the Nedbank Board: ■ David Adomakoh resigned as independent non-executive director on 18 May 2017; ■ Tom Boardman resigned as independent non-executive director on 18 May 2017; ■ Neo Dongwana was appointed as independent non- executive director on 1 June 2017; ■ Linda Manzini was appointed as independent non-executive director on 1 June 2017; and ■ Hubert Brody was appointed as independent non-executive director on 1 July 2017. In terms of Nedbank’s memorandum of incorporation not less than one-third of the directors are required to retire at each Nedbank annual general meeting and may offer themselves for election or reelection. The directors so retiring are firstly those directors appointed by the Nedbank board since the last annual general meeting, and thereafter those longest in office since their last election. Neo Dongwana, Linda Manzini and Hubert Brody were appointed by the board of directors since the previous Nedbank annual general meeting on 17 May 2017, and in terms of the memorandum of incorporation their appointments terminate at the close of the annual general meeting to be held on 8 May 2018. They are available for election. Mantsika Matooane, Vassi Naidoo and Mfundo Nkuhlu are also required to seek reelection at the annual general meeting. The aforementioned directors make themselves available for reelection and separate resolutions will be submitted for approval at the annual general meeting to be held on 8 May 2018. In terms of Nedbank Group policy, as applied by Nedbank, non-executive directors and independent non-executive directors of Nedbank who have served on the board for a period longer than nine years are required to retire unless otherwise agreed by the board. Nomavuso Mnxasana was appointed to the board on 1 October 2008 and will retire at the conclusion of the Nedbank Group annual general meeting on 10 May 2018. 16 Nedbank Limited – Annual Report 2017 Details of the members of the board who served during the year and at the reporting date are given below: Name Position as director Date appointed as director Date resigned/retired as director (where applicable) DKT Adomakoh (Ghanaian) TA Boardman HR Brody MWT Brown BA Dames NP Dongwana ID Gladman JB Hemphill EM Kruger RAG Leith PM Makwana L Manzini MA Matooane NP Mnxasana RK Morathi V Naidoo JK Netshitenzhe MC Nkuhlu S Subramoney MI Wyman (British) Independent non-executive director Independent non-executive director Independent non-executive director Chief Executive Independent non-executive director Independent non-executive director Non-executive director Non-executive director Independent non-executive director Non-executive director Independent non-executive director Independent non-executive director Independent non-executive director Independent non-executive director Chief Financial Officer and executive director Chairman and non-executive director Independent non-executive director Chief Operating Officer and executive director Independent non-executive director Lead independent director 21 February 2014 18 May 2017 1 November 2002 (1 March 2010 as non-executive, 1 January 2014 as Independent non-executive) 1 July 2017 18 May 2017 17 June 2004 30 June 2014 1 June 2017 7 June 2012 25 November 2015 1 August 2016 13 October 2016 17 November 2011 1 June 2017 15 May 2014 1 October 2008 1 September 2009 1 May 2015 5 August 2010 1 January 2015 23 September 2015 1 August 2009 Directors’ interests Nedbank Group holds the issued ordinary shares. The directors’ interests in ordinary shares in Nedbank Group and non-redeemable, non-cumulative, non-participating preference shares in Nedbank at 31 December 2017 are set out online in the full supplementary Remuneration Report. The directors had no interest in any third party or company responsible for managing any of the business activities of the group. Banking transactions with directors are entered into in the normal course of business under terms that are no more favourable than those arranged with third parties. Audit Committee and Group Transformation, Social and Ethics Committee reports The Audit Committee Report appears on pages 12 to 15 and the Group Transformation, Social and Ethics Committee Report is included in the 2017 Nedbank Group Integrated Report. Company Secretary and registered office As part of the annual board evaluation process, the board of directors conducts an assessment of the Company Secretary. The board is satisfied that Thabani Jali is suitably competent, qualified and experienced and has adequately and effectively performed the role and duties of a company secretary, and provided the board with independent guidance and support. Thabani Jali has direct access to, and ongoing communication with, the Chairman of the board and the Chairman and the Company Secretary meet regularly through the year. Thabani Jali is not a director of the company. Details of Thabani Jali’s qualifications and experience available at nedbankgroup.co.za. The Company Secretary’s addresses and the registered office are as follows: Business address Registered address Postal address 135 Rivonia Road Sandown Sandton 2196 SA Nedbank Limited PO Box 1144 Johannesburg 2000 SA Nedbank Limited Nedbank 135 Rivonia Campus 135 Rivonia Road Sandown Sandton 2196 SA Property and equipment There was no material change in the nature of the fixed assets of Nedbank or its subsidiaries or in the policy regarding their use during the year. Nedbank Limited – Annual Report 2017 17 Directors’ Report (continued) for the year ended 31 December 2017 Political donations Nedbank Group has an established policy of not making donations to any political party. Contracts and matters in which directors and officers of the company have an interest No contracts in which directors and officers of the company had an interest and that significantly affected the affairs or business of the company or any of its subsidiaries were entered into during the year. Directors’ and prescribed officers’ service contracts There are no service contracts with the directors of the company, other than for the Chairman and executive directors as set out below. The directors who entered into these service contracts remain subject to retirement by rotation in terms of Nedbank’s memorandum of incorporation. The key responsibilities relating to Vassi Naidoo’s position as Chairman of Nedbank are encapsulated in a contract. Service contracts have been entered into for Mike Brown, Mfundo Nkuhlu and Raisibe Morathi. These service contracts are effective until the executive directors reach the normal retirement age and stipulate a maximum notice period of six months (12 months for Mike Brown) under most circumstances. Details relating to the service contracts of prescribed officers are incorporated in the Remuneration Report, which can be found at nedbankgroup.co.za. Subsidiary companies Details of principal subsidiary companies are reflected in note F3 to the annual financial statements at nedbankgroup.co.za. Special resolutions by subsidiaries ■ 31 January 2017 by Depfin Investments Proprietary Limited regarding the reclassification of 800 000 Class P no par value preference shares. ■ 15 June 2017 by Depfin Investments Proprietary Limited regarding the substitution of the rights of the Class P no par value preference shares. ■ 10 August 2017 by Depfin Investments Proprietary Limited regarding the reclassification of 700 000 Class Q no par value preference shares. ■ 17 October 2017 by MHF Properties Proprietary Limited regarding the deletion of the word ’audited’ in the phrase ’audited annual financial statements’. ■ 17 October 2017 by Mortgage Investment Corporation Proprietary Limited regarding the deletion of the word ’audited’ in the phrase ’audited annual financial statements’. ■ 17 October 2017 by Pyraned Proprietary Limited regarding the deletion of the word ’audited’ in the phrase ’audited annual financial statements’. ■ 9 November 2017 by Morened Proprietary Limited regarding the deletion of the word ’audited’ in the phrase ’audited annual financial statements’. ■ 9 November 2017 by Kingsmead Properties Proprietary Limited regarding the deletion of the word ’audited’ in the phrase ’audited annual financial statements’. ■ 9 November 2017 by N H S Properties Proprietary Limited regarding the deletion of the word ’audited’ in the phrase ’audited annual financial statements’. ■ 10 November 2017 by Lighthouse Developments Proprietary Limited regarding the deletion of the word ’audited’ in the phrase ’audited annual financial statements’. ■ 22 November 2017 by BoE Developments Proprietary Limited regarding the deletion of the word ’audited’ in the phrase ’audited annual financial statements’. ■ 22 November 2017 by BoE Holdings Proprietary Limited regarding the deletion of the word ’audited’ in the phrase ’audited annual financial statements’. ■ 27 November 2017 by Nedcor Bank Nominees (RF) Proprietary Limited regarding the deletion of the word ’audited’ in the phrase ’audited annual financial statements’. ■ 27 November 2017 by Bene Inventa Proprietary Limited regarding the deletion of the word ’audited’ in the phrase ’audited annual financial statements’. ■ 8 December 2017 by Depfin Investments Proprietary Limited regarding the reclassification of 450 000 Class R no par value preference shares. ■ 11 December 2017 by BoE Private Equity Investments Proprietary Limited regarding the deletion of the word ’audited’ in the phrase ’audited annual financial statements’. ■ 14 December 2017 by Telle Investments Proprietary Limited regarding the deletion of the word ’audited’ in the phrase ’audited annual financial statements’. ■ 18 December 2017 by IBL Asset Finance and Services Proprietary Limited regarding the deletion of the word ’audited’ in the phrase ’audited annual financial statements’. Acquisition of shares No shares in Nedbank were acquired by Nedbank or by a Nedbank subsidiary during the financial year under review. Events after the reporting period The directors are not aware of any other material events that have occurred between the reporting date and 1 March 2018. 18 Nedbank Limited – Annual Report 2017 Independent auditors’ report to the shareholders of Nedbank Limited Report on the audit of the Nedbank Limited consolidated financial statements Opinion We have audited the consolidated financial statements of Nedbank Limited (the Group) set out on pages 22 to 157, which comprise the consolidated statement of financial position at 31 December 2017, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cashflows for the year then ended, and the notes to the financial statements, including a summary of significant accounting policies. In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Nedbank Limited at 31 December 2017, and its consolidated financial performance and consolidated cashflows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Independent Regulatory Board for Auditors’ Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Parts A and B). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements for the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How the matter was addressed in the audit IMPAIRMENT OF LOANS AND ADVANCES (CONSOLIDATED FINANCIAL STATEMENTS) Refer to Note C2 of the consolidated financial statements for selected disclosures applicable to this matter. Loans and advances, which represent 72,2% of total assets, and the associated impairment provisions are significant in the context of the consolidated financial statements. Provisions for loan impairments and other credit risk provisions represent management’s estimate of credit losses incurred in loan portfolios at the reporting date. Judgement and knowledge is needed to select the statistical methods used in developing and revising the models used to make these estimates. The estimation of these credit losses is inherently uncertain and is subject to significant judgement. Collective impairments are calculated using models which rely on expert judgement and large historical datasets. Overlays may be applied to model outputs to cater for additional factors, and the valuation of these overlays can be highly subjective. Specific impairment is also calculated for individually significant loans with larger exposure where there is evidence that an impairment event has occurred. Both the identification of an impairment event, and the subsequent valuation of an impairment allowance, requires judgement. The Retail and Business Banking (RBB) cluster lends to small and medium-sized businesses and to individuals. RBB loans represents 43% of total loans and advances. These loans and advances are typically lower in value and are assessed collectively by grouping them into homogenous portfolios for monitoring and impairment assessment. This process relies on models to determine incurred credit losses across the portfolios. The Corporate and Investment Banking (CIB) cluster lends to corporate, institutional and public sector clients. CIB loans represent 50,1% of total loans and advances. Advances in CIB are typically individually significant, and therefore individually assessed for impairment. The assessment process requires detailed knowledge of the borrower and requires credit officers to use judgement to determine whether a loss event has occurred and the amount of the resulting loss. For specific impairments, judgement is required to determine when an impairment event has occurred and then to estimate the expected future cashflows related to that loan and advance. Our audit included identifying relevant controls that address the impairment risks identified and evaluating the design and implementation, and where relevant the operating effectiveness, of these controls. We focused on controls over the identification of impairment losses; the governance processes in place for credit models, inputs and overlays; the credit forums where key judgements are considered; and how the directors ensure they have appropriate oversight over provisions for loan impairments and other credit risk provisions. In the RBB cluster, impairment provisions are model-driven and we therefore focused on the data used to generate impairment provisions, as well as the appropriateness of key models used, by: ■ Testing the historical accuracy of models by assessing the historical projections compared to actual credit losses. ■ Focusing on the most significant model assumptions and we performed detailed procedures on the completeness and accuracy of the data used. We compared internal data and assumptions to those used more widely in the market. ■ Using our internal credit experts we assessed the appropriateness of the models used for each significant product type, and independently recalculated the impairment allowance for selected portfolios using our challenger models. ■ Challenging the appropriateness of post-model adjustments made by management by assessing evidence to support the overlays. We used our internal credit experts to perform an independent valuation of the overlay amounts applied to ensure valid. ■ For specific provisions, the appropriateness of provisioning methodologies and policies was independently assessed for a sample of loans across the portfolio selected applying risk criteria. An independent view was formed on the specific provisions raised based on our review of the detailed loan and counterparty information. Nedbank Limited – Annual Report 2017 19 INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF NEDBANK LIMITED (continued) Key audit matter How the matter was addressed in the audit Given the combination of inherent subjectivity and judgement involved in estimating credit losses and the material nature of the balance, we considered the impairment of loans and advances to be a key audit matter in our audit of the consolidated financial statements. In the CIB cluster: ■ We selected a sample of performing loans and advances and performed a detailed independent assessment of the credit losses identified, focusing on whether there is evidence of an incurred loss. ■ For a sample of loans and advances that had been individually assessed and impaired, we independently challenged the valuation of impairment losses that had been incurred by developing our own expectation of the amount of the allowance. ■ In order to focus our procedures on the areas where there is a higher risk, we performed detailed credit loss assessments of loans and advances with higher risk credit grades. ■ When performing work on the valuation of allowances, we considered any collateral held by the Bank. ■ Where management have used specialists to perform the valuations, we assessed their competence, capabilities and objectivity of these valuations. VALUATION OF FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE (CONSOLIDATED FINANCIAL STATEMENTS) Refer to Note I2 of the consolidated financial statements for selected disclosures applicable to this matter. At 31 December 2017, financial assets at fair value through profit or loss (FVTPL) represented 20,4% of total assets and financial liabilities at FVTPL of 14,2% of total liabilities. Available for sale (AFS) financial assets represented 2% of total assets. Of the financial instruments (both assets and liabilities) carried at fair value or as AFS, 1,5% were classified as level 3 in the fair value hierarchy as prescribed by IFRS 13 Fair Value Measurement. Financial instruments that are classified as level 2 or level 3 in the fair value hierarchy will have some element of estimation uncertainty inherent in their value, and the uncertainty is higher for level 3 financial instruments which, by their nature, are unobservable. These portfolios include unlisted equity investments, loans and advances, investment securities and certain derivative financial instruments. This risk applies to both individual financial instruments and also to portfolio valuation adjustments which are applied to adjust portfolios for risks that are not included in the model valuation. These portfolio adjustments are subjective in nature and may rely on inputs that are unobservable. In addition certain financial instrument valuation techniques are subject to ever developing market practices which may increase the estimation uncertainty. As the determination of the fair value of certain financial instruments is a key source of estimation uncertainty, is subject to significant judgement and represents a material balance, this matter was a considered to be a key audit matter in our audit of the consolidated financial statements. As part of our audit, we identified relevant controls over valuation of financial instruments and evaluated the design and implementation, and where relevant the operating effectiveness, of these controls. We focused on controls over model governance, independent price verification and the daily profit and loss attribution processes. We assessed the models used by the management and rates applied at year-end, and used valuation tools to re-perform valuations across a range of financial instruments. For portfolio adjustments, we focused on the appropriateness of any changes made to the valuation methodology and inputs during the year. Additionally, these were benchmarked to current market best practices to assess the appropriateness of the methodologies applied. For unlisted private equity investments and investment securities, we challenged the key inputs and assumptions driving the valuation, and assessed the models used. We considered sensitivities to key factors including: ■ assessing the appropriateness of the pricing multiples available from comparable listed companies, adjusted for comparability differences, size and liquidity; and ■ assessing the reasonability of the cashflows and discount rates used by comparing them to similar instruments. We also assessed the disclosures made relating to the valuation of financial instruments in relation to the fair value hierarchy to ensure consistency with the requirements of the relevant accounting standards and with the methodologies applied by management. Where new valuation methodologies have been applied, we assessed whether, the model valuation methodologies used for material valuation risks are appropriate, utilising our valuation experts. We assessed the appropriateness of key assumptions and inputs observable sources and, where proxies were used, we assessed the appropriateness of the proxy. Other information The directors are responsible for the other information. The other information comprises the Directors’ Report, the Certification from the company secretary and the Report from the Group Audit Committee, as required by the Companies Act of South Africa, as well as the additional information contained in the audited consolidated annual financial statements report, which we obtained prior to the date of this report. The other information also comprises Nedbank Group Limited’s Integrated Report, which is expected to be made available to us after the date of this report. The other information does not include the consolidated financial statements and our auditors’ report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements Nedbank Limited – Annual Report 2017 20 or our knowledge obtained in the audit, or otherwise appears to be materially misstated. expressing an opinion on the effectiveness of the Group’s internal control. If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’ report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the consolidated financial statements The directors are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group to cease operations, or have no realistic alternative but to do so. Auditors’ responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: ■ Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ■ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of ■ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. ■ Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern. ■ Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. ■ Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on other legal and regulatory requirements In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that Deloitte & Touche has been the auditor of Nedbank Group Limited for 44 years and KPMG Inc. has been the auditor of Nedbank Group Limited for 44 years. KPMG Inc Registered Auditor Per: Sipho Malaba Partner 1 March 2018 Deloitte & Touche Registered Auditor Per: Lito Nunes Partner 1 March 2018 Nedbank Limited – Annual Report 2017 21 Audited consolidated financial statements Consolidated statement of comprehensive income for the year ended 31 December Interest and similar income Interest expense and similar charges Net interest income Impairments charge on loans and advances Income from lending activities Non-interest revenue Operating income Total operating expenses Indirect taxation Profit from operations before non-trading and capital items Non-trading and capital items Profit from operations Share of losses of associate companies and joint arrangements Profit before direct taxation Direct taxation Profit for the year Other comprehensive income/(losses) net of taxation Items that may subsequently be reclassified to profit or loss Exchange differences on translating foreign operations Fair value adjustments on available-for-sale assets Items that may not subsequently be reclassified to profit or loss Gains on property revaluations Remeasurements on long-term employee benefit assets Total comprehensive income for the year Profit attributable to: – Ordinary and preference shareholders – Non-controlling interest – ordinary shareholders Total comprehensive income attributable to: – Ordinary and preference shareholders – Non-controlling interest – ordinary shareholders Total comprehensive income for the year Notes B5.1 B5.2 C2.1 B6 B7 B8.1 B9 B8.2.1 B8.2.3 2017 Rm 71 311 46 111 25 200 3 030 22 170 19 907 42 077 26 192 858 15 027 (210) 14 817 (96) 14 721 3 563 11 158 493 (29) (14) 161 375 2016 Rm 69 862 45 344 24 518 4 254 20 264 19 361 39 625 25 283 810 13 532 (289) 13 243 (20) 13 223 3 286 9 937 (453) (231) (13) 24 (233) 11 651 9 484 11 160 (2) 11 158 11 653 (2) 11 651 9 896 41 9 937 9 443 41 9 484 22 Nedbank Limited – Annual Report 2017 Consolidated statement of financial position at 31 December ASSETS Cash and cash equivalents Other short-term securities Derivative financial instruments Government and other securities Loans and advances¹ Other assets Current taxation assets Investment securities Non-current assets held for sale Investments in private-equity associates, associate companies and joint arrangements Deferred taxation assets Property and equipment Long-term employee benefit assets Mandatory reserve deposits with central banks Intangible assets Total assets EQUITY AND LIABILITIES Ordinary share capital Ordinary share premium Reserves Total equity attributable to equity holders of the parent Preference share capital and premium Holders of preference shares Holders of additional tier 1 capital instruments Non-controlling interest attributable to ordinary shareholders Total equity Derivative financial instruments Amounts owed to depositors² Provisions and other liabilities Current taxation liabilities Deferred taxation liabilities Long-term employee benefit liabilities Long-term debt instruments Total liabilities Total equity and liabilities ¹ ² Included in loans and advances are loans to fellow subsidiaries amounting to R22,1bn (2016: R23,8bn). Included in amounts owed to depositors are deposits from fellow subsidiaries amounting to R16,1bn (2016: R31,4bn). Notes 2017 Rm 2016 Rm C6 C4 C7 C3 C1.1 H3 F1 H2 F2 B8.3 G1 H1.1 C6 G2 B3.1 B3.2 B4 C7 D1 K1.1 B8.3 H1.1 D2 8 823 73 472 30 698 48 749 20 241 68 218 18 044 50 687 689 637 691 925 7 332 75 2 250 388 3 277 37 7 976 5 761 18 145 7 341 8 164 440 1 908 287 2 575 266 8 197 5 042 18 139 5 928 903 961 900 061 28 19 182 48 215 67 425 3 561 561 2 600 7 74 154 23 561 28 19 182 42 698 61 908 3 561 2 000 253 67 722 13 469 736 752 750 319 14 047 12 717 191 351 3 423 51 482 53 391 3 328 52 062 829 807 832 339 903 961 900 061 Nedbank Limited – Annual Report 2017 23 Consolidated statement of changes in equity for the year ended 31 December Reserves Reserves Number of ordinary shares 27 555 649 320 830 Ordinary share capital Rm 28 Ordinary share premium Rm 18 532 650 Foreign currency translation reserve¹ Rm Property revaluation reserve² Rm Share- based payments reserve³ Rm 352 1 722 (1 035) (231) 24 – – (13) – – (231) 24 (48) (94) 360 Balance at 31 December 2015 Shares issued Additional tier 1 capital instruments issued Preference share dividend Additional tier 1 capital instruments interest paid Dividend to shareholders Total comprehensive income for the year Profit attributable to ordinary and preference equity holders Exchange differences on translating foreign operations Fair value adjustments on available-for-sale assets Gains on property revaluations Remeasurements on long-term employee benefit assets Transfer (from)/to reserves Share-based payments reserve movement Regulatory risk reserve provision Other movements Balance at 31 December 2016 27 876 479 28 19 182 121 1 698 (769) (6) 41 548 61 908 3 561 – 253 67 722 Additional tier 1 capital instruments issued Preference share dividend Additional tier 1 capital instruments interest paid Dividend to shareholders Distribution of subsidiaries to shareholder Preference share held by group entities Total comprehensive income for the year Profit attributable to ordinary and preference equity holders Exchange differences on translating foreign operations Fair value adjustments on available-for-sale assets Gains on property revaluations Remeasurements on long-term employee benefit assets Transfer (from)/to reserves Share-based payments reserve movement Other movements (29) 161 – – (14) 11 535 11 653 – – 561 (29) 161 (109) 82 (94) Balance at 31 December 2017 27 876 479 28 19 182 92 1 750 (781) 7 (17) 47 164 67 425 3 561 561 2 600 7 74 154 Other non- Available- for- Other distributable sale distributable Total equity attributable to equity holders Equity controlling Non- Preference Equity attributable interest share attributable to additional attributable capital to tier 1 capital to and preference instrument ordinary reserves⁴ reserve⁵ reserves⁶ of the parent premium shareholders holders shareholders Rm 95 Rm 7 36 469 56 170 Rm 3 561 Rm Rm Rm Rm 20 (10) 1 106 (99) 650 – (377) (78) (4 250) 9 443 (377) (78) (4 250) 9 663 9 896 9 896 (231) (13) 24 (233) 360 (10) – – – – (29) (14) 161 375 – (94) (1) (371) (218) (4 665) (688) (371) (218) (4 665) (787) 11 160 11 160 (233) 122 (1) 375 24 (1) (13) (14) 3 2 000 2 000 600 Rm 223 (11) 41 41 (244) (2) (2) Total equity Rm 59 954 650 2 000 (377) (78) (4 261) 9 484 9 937 (231) (13) 24 (233) 360 (10) – – 600 (371) (218) (4 665) (1 031) 561 11 651 11 158 (29) (14) 161 375 – (94) (1) ¹ This represents the cumulative foreign exchange differences that arise on the translation of an entity with a different functional currency compared with the presentation currency of the parent company. The cumulative reserve relating to a subsidiary, associate company or joint venture that is disposed of is included in the determination of profit/loss on disposal of the subsidiary, associate company or joint venture. ² This represents the cumulative amounts that have been recognised on the revaluation of group properties net of deferred taxation. When the property is disposed of, the cumulative revaluation surplus is transferred directly to retained income. ³ All share-based payment expenses are recognised in the statement of comprehensive income, with the corresponding amount recognised in share-based payment reserves. Any excess tax benefit over the relative tax on the share-based payments expense is recognised directly in this reserve. On the expiry or exercise of a share- based instrument the cumulative amount recognised in this respect is transferred directly to other distributable reserves. The negative share-based payment reserve arises from the grants paid by Nedbank Limited to various share schemes to acquire Nedbank Group Limited shares, which is recognised directly in equity. The reconciliation shown in this note is the cumulative share-based payment charge for all share schemes. ⁴ Represents other non-distributable revaluation surplus on capital items and non-distributable reserves transferred from other distributable reserves to comply with various banking regulations. ⁵ This comprises all fair-value adjustments, net of the related tax on all financial assets that have been classified as available for sale. On the disposal or impairment of available-for-sale financial assets the cumulative gains and the associated tax recognised on these instruments are recognised in profit or loss for the period and are not included in the determination of headline earnings per share. ⁶ Represents the accumulated profits after distributions to shareholders and appropriation of retained earnings to other non-distributable earnings. All movements are reflected net of taxation. 24 Nedbank Limited – Annual Report 2017 Reserves Reserves Other non- distributable reserves⁴ Rm Available- for- sale reserve⁵ Rm Other distributable reserves⁶ Rm Total equity attributable to equity holders of the parent Rm Preference share capital and premium Rm Equity attributable to preference shareholders Rm Equity attributable to additional tier 1 capital instrument holders Rm 95 7 36 469 56 170 3 561 (231) 24 – – (13) (13) Balance at 31 December 2016 27 876 479 28 19 182 121 1 698 (769) 20 (10) 1 106 (99) Ordinary Ordinary Property Foreign currency Share- based share translation revaluation payments premium reserve¹ reserve² reserve³ Rm 352 Rm Rm 1 722 (1 035) Number of ordinary shares 27 555 649 320 830 share capital Rm 28 Rm 18 532 650 (231) (29) 24 (48) (94) 360 161 (109) 82 (94) Balance at 31 December 2015 Shares issued Additional tier 1 capital instruments issued Preference share dividend Additional tier 1 capital instruments interest paid Dividend to shareholders Total comprehensive income for the year Profit attributable to ordinary and preference equity holders operations Exchange differences on translating foreign Fair value adjustments on available-for-sale assets Gains on property revaluations Remeasurements on long-term employee benefit assets Transfer (from)/to reserves Share-based payments reserve movement Regulatory risk reserve provision Other movements Additional tier 1 capital instruments issued Preference share dividend Additional tier 1 capital instruments interest paid Dividend to shareholders Distribution of subsidiaries to shareholder Preference share held by group entities Total comprehensive income for the year Profit attributable to ordinary and preference equity holders operations Exchange differences on translating foreign Fair value adjustments on available-for-sale assets Gains on property revaluations Remeasurements on long-term employee benefit assets Transfer (from)/to reserves Share-based payments reserve movement Other movements ¹ This represents the cumulative foreign exchange differences that arise on the translation of an entity with a different functional currency compared with the presentation currency of the parent company. The cumulative reserve relating to a subsidiary, associate company or joint venture that is disposed of is included in the determination of profit/loss on disposal of the subsidiary, associate company or joint venture. ² This represents the cumulative amounts that have been recognised on the revaluation of group properties net of deferred taxation. When the property is disposed of, the cumulative revaluation surplus is transferred directly to retained income. ³ All share-based payment expenses are recognised in the statement of comprehensive income, with the corresponding amount recognised in share-based payment reserves. Any excess tax benefit over the relative tax on the share-based payments expense is recognised directly in this reserve. On the expiry or exercise of a share- based instrument the cumulative amount recognised in this respect is transferred directly to other distributable reserves. The negative share-based payment reserve arises from the grants paid by Nedbank Limited to various share schemes to acquire Nedbank Group Limited shares, which is recognised directly in equity. The reconciliation shown in this note is the cumulative share-based payment charge for all share schemes. ⁴ Represents other non-distributable revaluation surplus on capital items and non-distributable reserves transferred from other distributable reserves to comply with various banking regulations. ⁵ This comprises all fair-value adjustments, net of the related tax on all financial assets that have been classified as available for sale. On the disposal or impairment of available-for-sale financial assets the cumulative gains and the associated tax recognised on these instruments are recognised in profit or loss for the period and are not included in the determination of headline earnings per share. ⁶ Represents the accumulated profits after distributions to shareholders and appropriation of retained earnings to other non-distributable earnings. All movements are reflected net of taxation. (29) 161 – – (14) 11 535 11 653 – – 11 160 11 160 (14) 3 375 24 (1) (29) (14) 161 375 – (94) (1) Balance at 31 December 2017 27 876 479 28 19 182 92 1 750 (781) 7 (17) 47 164 67 425 3 561 561 2 600 7 74 154 Nedbank Limited – Annual Report 2017 25 2 000 – – 650 – (377) (78) (4 250) 9 443 (377) (78) (4 250) 9 663 9 896 9 896 (231) (13) 24 (233) – 360 (10) – (233) 122 (1) (6) 41 548 61 908 3 561 – (371) (218) (4 665) (688) – (371) (218) (4 665) (787) – 561 2 000 600 Non- controlling interest attributable to ordinary shareholders Rm 223 (11) 41 41 Total equity Rm 59 954 650 2 000 (377) (78) (4 261) 9 484 9 937 (231) (13) 24 (233) – 360 (10) – 253 67 722 (244) (2) (2) 600 (371) (218) (4 665) (1 031) 561 11 651 11 158 (29) (14) 161 375 – (94) (1) Consolidated statement of cashflows for the year ended 31 December Cash generated by operations Cash received from clients Cash paid to clients, employees and suppliers Dividends received on investments Recoveries on loans previously written off Change in funds for operating activities Increase in operating assets Increase in operating liabilities Net cash from operating activities before taxation Taxation paid Cashflows (utilised by)/from operating activities Cashflows utilised by investing activities Acquisition of property and equipment, computer software and development costs and investment property Disposal of property and equipment, computer software and development costs and investment property Disposal of investment banking assets Notes M1 M2 M3 M4 M5 M7 2017 Rm 22 183 90 472 2016 Rm 21 707 89 203 (70 207) (68 662) 710 1 208 (19 139) (24 144) 5 005 3 044 (3 913) (869) (6 197) 9 1 157 (14 185) (38 057) 23 872 7 522 (4 020) 3 502 (5 265) (3 571) (3 776) 4 36 65 11 Acquisition of private-equity associates, associate companies and joint arrangements (1 459) (1 403) Disposal of private-equity associates, associate companies and joint arrangements Acquisition of investment securities Disposal of investment securities Disposal of investments in subsidiary companies net of cash Cashflows (utilised by)/from financing activities Proceeds from issue of ordinary shares Issue of additional tier 1 capital instruments Issue of long-term debt instruments Redemption of long-term debt instruments Dividends paid to ordinary shareholders Preference share dividends paid Additional tier 1 capital instruments interest paid Effects of exchange rate changes on opening cash and cash equivalents Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of year² Cash and cash equivalents at the end of the year² ¹ Represents amounts less than R1m. 2 Including mandatory reserve deposits with central banks. M6 D2.1 D2.1 661 (398) 36 (1 506) (4 346) 600 7 340 (7 939) (3 758) (371) (218) ¹ (11 412) 38 380 208 (818) 448 5 030 650 2 000 13 587 (6 502) (4 250) (377) (78) 772 4 039 34 341 C6 26 968 38 380 26 Nedbank Limited – Annual Report 2017 Notes to the consolidated financial statements for the year ended 31 December SECTION A: ACCOUNTING POLICIES A1 Principal accounting policies A1.1 The group’s principal accounting policies in preparing the consolidated financial statements of Nedbank Limited are disclosed in the individual sections to the financial statements. This section details the basis of preparation and key accounting policy elections. Basis of preparation The financial statements have been prepared on a going-concern basis and have been prepared on a consistent basis with the prior year. The amendments to standards effective 1 January 2017 did not have a significant impact on the basis of preparation. The amendments to standards not yet effective as at 1 January 2017, except IFRS 9, IFRS 15 and IFRS 16, will not have a significant impact on implementation. During the year the group has complied with externally imposed capital requirements (refer to the Risk and Balance Sheet Management Review available at nedbank.co.za for further information). The consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB and IFRIC, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards Council, the requirements of the Companies Act, 71 of 2008, and the JSE Listings Requirements. The financial information presented in the consolidated financial statements comprises that of the parent company, Nedbank Limited, together with its subsidiaries, including consolidated structured entities, joint arrangements and associates, presented as a single entity (’the group’). Separate financial statements for the company are available at the company’s headoffice at Nedbank 135 Rivonia Campus, 135 Rivonia Road, Sandown, 2196, Johannesburg. A1.2 The financial statements are presented in SA rand, the functional currency of Nedbank Limited, and are rounded to the nearest million rands. Accounting policy elections The following accounting policy elections have been made by the group: Asset/ Liability Option Election and implication Property and equipment ■ International Accounting Standard (IAS) 16 permits the use of the cost or fair value model for the subsequent measurement of property and equipment (choice per category). ■ Land and buildings are stated at revalued amounts, being fair value less subsequent depreciation and impairment. ■ Revaluation surpluses are recognised in equity, through other comprehensive income. When the property is disposed of, the cumulative revaluation surplus is transferred directly to retained income. ■ Computer equipment, furniture and other equipment and vehicles are carried at cost less accumulated depreciation. Note/ Section G1 Investment in venture capital divisions Financial instruments ■ IAS 28 provides an exemption from applying the equity method of accounting if an investment in an associate is held by, or indirectly through, a venture capital organisation. ■ IAS 39 allows for the irrevocable designation of financial assets and liabilities on initial recognition at fair value through profit or loss if the designation eliminates or significantly reduces an accounting mismatch. ■ IAS 39 permits trade date or settlement date accounting for the regular-way purchase or sale of financial assets. Investments in subsidiar- ies, associate companies and joint arrange- ments ■ In terms of IAS 27, investments in subsidiaries, associates and joint arrangements can be accounted for in the separate financial statements either at cost, or in accordance with IAS 39, or in terms of IAS 28. ■ In venture capital divisions the group has F2 elected to carry associate and joint-venture entities at fair value through profit or loss under IAS 39. ■ The group has elected to designate certain fixed-rate financial assets and liabilities at fair value through profit or loss to reduce the accounting mismatch. I ■ Regular way purchases or sales of financial assets are recognised and derecognised using trade date accounting. ■ The group has elected to recognise these F2 investments at cost less impairments in the separate financial statements. Nedbank Limited – Annual Report 2017 27 A2 Key assumptions concerning the future and key sources of estimation The group’s key accounting policy elections are set out in note A1.2 of the consolidated financial statements. Detailed accounting policies are disclosed in the notes to the consolidated financial statements. Certain of these policies, as well as estimates made by management, are considered to be important to an understanding of the group’s financial condition since they require management to make difficult, complex or subjective judgements and estimates, some of which may relate to matters that are inherently uncertain. Further information on accounting policies that include estimates that are particularly sensitive in terms of judgements and the extent to which estimates are used are provided within the notes to the consolidated financial statements. Other accounting policies involve significant amounts of judgements and estimates, but the total amounts involved are not significant to the financial statements. Management has agreed the accounting policies and critical accounting estimates with the board and Nedbank Group Audit Committee. A3 New standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2017 reporting periods and have not been early adopted by the group. The group’s assessment of the impact of the new standards can be found in the following notes: ■ IFRS 9: Financial Instruments (refer to note I). ■ IFRS 15: Revenue from Contracts with Customers (refer to note B6). ■ IFRS 16: Leases (refer to note K3). There are no other standards that are not yet effective and that would be expected to have a material impact on the group in the current or future reporting periods and on foreseeable future transactions. 28 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December SECTION B: SEGMENTAL AND PERFORMANCE-RELATED INFORMATION Segmental reporting B1 Accounting policy An operating segment is a component of an entity that engages in business activities from which it may earn revenues, the operating results of which components are regularly reviewed by the group’s chief operating decisionmakers to make decisions about resources to be allocated and to assess its performance, and for which financial information is available. The group’s identification of its segments and the measurement of segment results are based on the group’s internal reporting to management. The segments have been identified according to the nature of their respective products and services and their related target markets. The segments identified are complemented by Centre, which provides support in the areas of finance, human resources, governance and compliance, risk management and information technology. Additional information relating to other performance measures is provided. The group accounts for intersegment revenues and transfers as if the transactions were with third parties at current market prices. The group’s identification of its segments and the measurement of segment results are based on the group’s internal management reporting as used for day-to-day decisionmaking and as reviewed by the chief operating decisionmaker, which in Nedbank Group Limited’s case is the Group Executive Committee. The measure of segment profit is headline earnings. DESCRIPTION OF SEGMENTS The group’s identification of its segments and the measurement of segment results are based on the group’s internal management reporting as used for day-to-day decisionmaking and as reviewed by the chief operating decisionmaker, which in Nedbank Limited’s case is the Group Executive Committee. The measure of segment profit is headline earnings. NEDBANK CORPORATE AND INVESTMENT BANKING Nedbank CIB offers the full spectrum of transactional, corporate, investment banking and markets solutions, characterised by a highly integrated partnership approach. These solutions include lending products, advisory services, leverage financing, trading, broking, structuring, hedging and client coverage. The cluster has expertise in a broad spectrum of product and relationship-based solutions, including specialist corporate finance advice, innovative products and services, customised transactional banking and property finance. Nedbank CIB’s primary units are Markets, Investment Banking, Property Finance, Transactional Services and Client Coverage. NEDBANK RETAIL AND BUSINESS BANKING Nedbank Retail serves the financial needs of all individuals (excluding high-net-worth individuals serviced by Nedbank Wealth) and small businesses with a turnover of up to R10m to whom it offers a full spectrum of banking and assurance products and services. The retail product portfolio includes transactional accounts, home loans, vehicle and asset finance [including the Motor Finance Corporation (MFC)], card (both card-issuing and merchant-acquiring services), personal loans and investments. The business banking portfolio offers the full spectrum of commercial banking products and related services to entities with an annual turnover from R10m up to R700m. NEDBANK WEALTH Nedbank Wealth provides insurance, asset management and wealth management solutions to clients ranging from entry- level to high-net-worth individuals. Insurance provides life and short-term insurance solutions for individuals and businesses including simple risk, funeral, vehicle, personal-accident, credit life and investments. Asset Management offers local and international unit trusts, cash management and multimanagement solutions. Wealth Management provides specialist services to meet the needs of high-net-worth clients locally and internationally, including trust and estate planning, stockbroking and financial planning for the broader Nedbank client base. Nedbank Wealth has operations in SA, London, Jersey, Guernsey, the United Arab Emirates and on the Isle of Man. CENTRE Centre is an aggregation of business operations that provide various support services to Nedbank Group Limited, which includes the following clusters: Group Finance, Group Technology, Group Strategic Planning and Economics, Group Human Resources, Enterprise Governance and Compliance, Group Risk and Group Marketing, Communications and Corporate Affairs. Centre also includes Group Balance Sheet Management, which is responsible for capital management, funding and liquidity risk management, the management of banking-book interest rate risk, margin management and strategic portfolio tilt. Nedbank Limited – Annual Report 2017 29 B1 Segmental reporting (continued) Statement of financial position (Rm) Assets Cash and cash equivalents Other short-term securities Derivative financial instruments Government and other securities Loans and advances Other assets Intergroup assets Total assets Equity and liabilities Total equity Derivative financial instruments Amounts owed to depositors Provisions and other liabilities Long-term debt instruments Intergroup liabilities Total equity and liabilities Nedbank Limited Fellow subsidiaries Investment Banking Business Banking Nedbank Wealth Centre¹ 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Nedbank Corporate and Nedbank Retail and 26 968 73 472 30 698 48 749 689 637 34 437 – 38 380 68 218 18 044 50 687 691 925 32 807 – (2 363) (14 920) 833 1 (151) (25 266) 903 961 900 061 (41 866) 74 154 23 561 736 752 18 012 51 482 – 67 722 13 469 750 319 16 489 52 062 – (7 940) 197 (6 703) (29 202) 129 1 653 462 (13 881) 455 127 4 430 (21 899) 534 (29 772) (6 047) 189 15 780 (39 694) 3 692 3 765 305 198 289 882 6 078 11 257 6 530 4 665 2 354 16 652 1 29 413 18 412 994 15 604 9 28 577 16 858 487 632 491 480 326 225 304 842 66 832 62 042 27 812 26 254 295 294 272 274 1 798 1 321 3 796 2 518 3 885 2 35 081 23 016 3 387 4 33 461 20 931 4 848 4 259 (88 628) 903 961 900 061 (41 866) (29 772) 487 632 491 480 326 225 304 842 66 832 62 042 65 138 71 469 Statement of comprehensive income (Rm) Net interest income/(loss) Impairments charge on loans and advances Income/(Loss) from lending activities Non-interest revenue Operating income/(loss) Total operating expenses Indirect taxation Profit/(Loss) from operations² Share of (losses)/profits of associate companies and joint arrangements Profit/(Loss) before direct taxation² Direct taxation² Profit/(Loss) after direct taxation² Profit attributable to non-controlling interest: – Ordinary shareholders – Preference shareholders – Additional tier 1 capital instruments noteholders 25 200 3 030 22 170 19 907 42 077 26 192 858 15 027 24 518 4 254 20 264 19 361 39 625 25 283 810 13 532 (96) (20) 14 931 3 622 11 309 (2) – – 13 512 3 328 10 184 41 – – (950) (61) (889) (3 159) (4 048) (1 420) (103) (2 525) (2 525) (663) (1 862) 14 (338) (252) (895) (123) (772) (3 265) (4 037) (1 196) (85) (2 756) (2 756) (750) (2 006) 42 (361) (78) Headline earnings/(loss) 11 311 10 143 (1 286) (1 609) 6 315 6 014 5 302 4 960 1 068 1 192 Selected ratios Average interest-earning banking assets (Rm)³ Return on total assets (%)³ Return on ordinary shareholders’ equity (%)³ Net interest income to average interest-earning banking assets (%)³ Non-interest revenue to total income (%) Non-interest revenue to total operating expenses (%) Credit loss ratio – banking advances (%)³ Efficiency ratio (%) Effective taxation rate (%) Revenue (Rm)⁴ Contribution to group economic profit (Rm)³ Number of employees (permanent staff)³ 706 613 1,29 17,8 718 901 1,20 17,3 3,57 44,1 76,0 0,47 58,1 24,3 45 107 2 036 28 193 3,41 44,1 76,6 0,67 57,6 24,6 43 879 1 552 29 378 (27 130) (31 886) 340 065 369 525 306 225 285 393 40 814 50 660 (4 109) (1 374) (793) (4 160) (1 426) (637) Includes all group eliminations. ¹ ² These items are presented on a headline earnings basis and therefore exclude the impact of non-trading and capital items. ³ This metric has not been audited by the group’s external auditors. ⁴ Revenue is calculated as net interest income plus non-interest revenue. Depreciation costs of R1 319m (2016: R1 181m) and amortisation costs of R777m (2016: R784m) for property, equipment, computer software and capitalised development are charged on an activity-justified transfer pricing methodology by the segment owning the assets to the segment utilising the benefits thereof. During 2017 the Nedbank Rest of Africa Cluster subsidiaries that had been owned by Nedbank Limited at 31 December 2016 were transferred to Nedbank Group Limited. Comparative information has been restated accordingly. 30 Nedbank Limited – Annual Report 2017 5 025 60 750 29 840 21 312 356 029 14 676 30 437 23 236 338 792 11 690 1 350 82 127 7 216 193 7 023 7 164 14 187 6 044 83 8 060 (96) 7 964 1 665 6 299 15 306 46 625 17 582 27 775 370 199 13 993 28 462 13 239 343 153 25 128 1 378 80 120 7 291 1 095 6 196 7 453 13 649 5 751 96 7 802 (20) 7 782 1 769 6 013 1,31 20,70 2,1 49,8 118,50 0,06 42,3 20,9 14 380 2 039 2 756 1,28 21,10 2,0 50,5 129,60 0,34 39,0 22,7 14 744 1 970 2 729 (16) (1) 58 80 17 790 3 222 14 568 12 312 26 880 19 136 302 7 442 7 442 2 082 5 360 1,68 19,10 5,8 40,9 64,30 1,06 63,6 28,0 30 102 1 394 20 081 17 347 3 261 14 086 11 724 25 810 18 433 359 7 018 7 018 1 978 5 040 1,68 18,90 6,1 40,3 63,60 1,12 63,4 28,2 29 071 1 230 21 189 1 003 26 977 3 390 4 367 2 880 117 1 370 1 370 302 1 068 46 639 1,62 27,50 2,2 77,2 117,70 0,09 65,6 22,0 4 393 522 2 231 974 22 952 3 410 4 362 2 704 108 1 550 1 550 358 1 192 45 209 1,93 35,20 2,2 77,8 126,10 0,08 61,7 23,1 4 384 711 2 232 18 260 10 990 24 27 436 (852) 20 537 (11 257) 65 138 19 960 126 74 288 10 710 48 682 141 (350) 491 200 691 (448) 459 680 680 236 444 280 252 (88) 17 853 19 870 (2) 22 785 (1 163) 17 325 (5 199) 71 469 15 666 37 85 651 6 328 48 166 (84 379) (199) (1) (198) 39 (159) (409) 332 (82) (82) (27) (55) 281 78 (414) 341 (545) 3 918 (160) (933) 3 865 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Nedbank Limited Fellow subsidiaries Nedbank Corporate and Investment Banking Nedbank Retail and Business Banking Nedbank Wealth Centre¹ 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 5 025 60 750 29 840 21 312 356 029 14 676 15 306 46 625 17 582 27 775 370 199 13 993 487 632 491 480 30 437 23 236 338 792 11 690 1 350 82 127 28 462 13 239 343 153 25 128 1 378 80 120 3 692 3 765 305 198 6 078 11 257 326 225 289 882 6 530 4 665 304 842 27 812 26 254 295 294 1 798 1 321 272 274 3 796 2 518 2 354 16 652 1 29 413 18 412 994 15 604 9 28 577 16 858 66 832 62 042 3 885 2 35 081 23 016 3 387 4 33 461 20 931 4 848 4 259 18 260 10 990 24 27 436 (852) 20 537 (11 257) 65 138 19 960 126 74 288 10 710 48 682 (88 628) 17 853 19 870 (2) 22 785 (1 163) 17 325 (5 199) 71 469 15 666 37 85 651 6 328 48 166 (84 379) 903 961 900 061 (41 866) (29 772) 487 632 491 480 326 225 304 842 66 832 62 042 65 138 71 469 7 216 193 7 023 7 164 14 187 6 044 83 8 060 (96) 7 964 1 665 6 299 7 291 1 095 6 196 7 453 13 649 5 751 96 7 802 (20) 7 782 1 769 6 013 17 790 3 222 14 568 12 312 26 880 19 136 302 7 442 7 442 2 082 5 360 17 347 3 261 14 086 11 724 25 810 18 433 359 7 018 7 018 1 978 5 040 (16) (1) 58 80 1 003 26 977 3 390 4 367 2 880 117 1 370 1 370 302 1 068 974 22 952 3 410 4 362 2 704 108 1 550 1 550 358 1 192 11 311 10 143 (1 286) (1 609) 6 315 6 014 5 302 4 960 1 068 1 192 340 065 1,31 20,70 369 525 1,28 21,10 306 225 1,68 19,10 285 393 1,68 18,90 2,1 49,8 118,50 0,06 42,3 20,9 14 380 2 039 2 756 2,0 50,5 129,60 0,34 39,0 22,7 14 744 1 970 2 729 5,8 40,9 64,30 1,06 63,6 28,0 30 102 1 394 20 081 6,1 40,3 63,60 1,12 63,4 28,2 29 071 1 230 21 189 46 639 1,62 27,50 2,2 77,2 117,70 0,09 65,6 22,0 4 393 522 2 231 45 209 1,93 35,20 2,2 77,8 126,10 0,08 61,7 23,1 4 384 711 2 232 141 (350) 491 200 691 (448) 459 680 680 236 444 280 252 (88) (199) (1) (198) 39 (159) (409) 332 (82) (82) (27) (55) 281 78 (414) 40 814 50 660 341 (545) 3 918 (160) (933) 3 865 Profit/(Loss) from operations² Share of (losses)/profits of associate companies and joint arrangements (96) (20) B1 Segmental reporting (continued) Statement of financial position (Rm) Assets Cash and cash equivalents Other short-term securities Derivative financial instruments Government and other securities Loans and advances Other assets Intergroup assets Total assets Equity and liabilities Total equity Derivative financial instruments Amounts owed to depositors Provisions and other liabilities Long-term debt instruments Intergroup liabilities Total equity and liabilities Statement of comprehensive income (Rm) Net interest income/(loss) Impairments charge on loans and advances Income/(Loss) from lending activities Non-interest revenue Operating income/(loss) Total operating expenses Indirect taxation Profit/(Loss) before direct taxation² Direct taxation² Profit/(Loss) after direct taxation² Profit attributable to non-controlling interest: – Additional tier 1 capital instruments noteholders – Ordinary shareholders – Preference shareholders Headline earnings/(loss) Selected ratios Return on total assets (%)³ Return on ordinary shareholders’ equity (%)³ Net interest income to average interest-earning banking assets (%)³ Non-interest revenue to total income (%) Non-interest revenue to total operating expenses (%) Credit loss ratio – banking advances (%)³ Efficiency ratio (%) Effective taxation rate (%) Revenue (Rm)⁴ Contribution to group economic profit (Rm)³ Number of employees (permanent staff)³ ¹ Includes all group eliminations. 903 961 900 061 (41 866) (2 363) (14 920) 833 1 (151) (25 266) (7 940) 197 (6 703) (29 202) 129 1 653 (950) (61) (889) (3 159) (4 048) (1 420) (103) (2 525) (2 525) (663) (1 862) 14 (338) (252) 462 (13 881) 455 127 4 430 (21 899) 534 (29 772) (6 047) 189 15 780 (39 694) (895) (123) (772) (3 265) (4 037) (1 196) (85) (2 756) (2 756) (750) (2 006) 42 (361) (78) 38 380 68 218 18 044 50 687 691 925 32 807 – 67 722 13 469 750 319 16 489 52 062 – 24 518 4 254 20 264 19 361 39 625 25 283 810 13 532 13 512 3 328 10 184 41 – – 1,20 17,3 3,41 44,1 76,6 0,67 57,6 24,6 26 968 73 472 30 698 48 749 689 637 34 437 – 74 154 23 561 736 752 18 012 51 482 – 25 200 3 030 22 170 19 907 42 077 26 192 858 15 027 14 931 3 622 11 309 (2) – – 1,29 17,8 3,57 44,1 76,0 0,47 58,1 24,3 45 107 2 036 28 193 43 879 1 552 29 378 (4 109) (1 374) (793) (4 160) (1 426) (637) ² These items are presented on a headline earnings basis and therefore exclude the impact of non-trading and capital items. ³ This metric has not been audited by the group’s external auditors. ⁴ Revenue is calculated as net interest income plus non-interest revenue. Depreciation costs of R1 319m (2016: R1 181m) and amortisation costs of R777m (2016: R784m) for property, equipment, computer software and capitalised development are charged on an activity-justified transfer pricing methodology by the segment owning the assets to the segment utilising the benefits thereof. During 2017 the Nedbank Rest of Africa Cluster subsidiaries that had been owned by Nedbank Limited at 31 December 2016 were transferred to Nedbank Group Limited. Comparative information has been restated accordingly. Average interest-earning banking assets (Rm)³ 706 613 718 901 (27 130) (31 886) Nedbank Limited – Annual Report 2017 31 B2 Dividends B2.1 Ordinary shares 2017 Final declared for 2016 – paid 2017 Interim declared for 2017 Ordinary dividends paid 2017 Final ordinary dividend declared for 2017 2016 Final declared for 2015 – paid 2016 Interim declared for 2016 Ordinary dividends paid 2016 Final ordinary dividend declared for 2016 ¹ Total dividend declared for 2017 = 11 480 cents per share. ² Total dividend declared for 2016 = 8 578 cents per share. Dividends declared B2.2 Preference shares 2018 Millions of shares Cents per shares Rm 28 28 28 28 8 304 8 430¹ 16 734 3 050¹ 9 073 6 278² 15 351 2 300² 2 315 2 350 4 665 2 500 1 750 4 250 Number of shares Cents per share Amount Rm Nedbank – Final (dividend no 30) declared for 2017 – payable April 2018 358 277 491 43,17350 154,7 2017 Nedbank – Final (dividend no 28) declared for 2016 – paid April 2017 358 277 491 43,98905 Nedbank – Interim (dividend no 29) declared for 2017 – paid September 2017 358 277 491 43,39039 Total of dividends declared Nedbank (MFC) – participating preference shares1 2016 Nedbank – Final (dividend no 26) declared for 2015 – paid April 2016 358 277 491 40,01711 Nedbank – Interim (dividend no 27) declared for 2016 – paid September 2016 358 277 491 42,75385 Total of dividends declared Nedbank (MFC) – participating preference shares1 ¹ Profit share calculated semi-annually. 157,6 155,5 313,1 58,0 371,1 143,4 153,1 296,5 80,0 376,5 32 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December B3 Share capital Accounting policy Share capital Ordinary share capital, preference share capital or any financial instrument issued by the group is classified as equity when: ■ payment of cash, in the form of a dividend or redemption, is at the discretion of the group; ■ the instrument does not provide for the exchange of financial instruments under conditions that are potentially unfavourable to the group; ■ settlement in the group’s own equity instruments is for a fixed number of equity instruments at a fixed price; and ■ the instrument represents a residual interest in the assets of the group after deducting all its liabilities. Consideration paid or received for equity instruments is recognised directly in equity. Equity instruments are initially measured at the proceeds received, less incremental directly attributable issue costs, net of any related income tax benefits. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the group’s equity instruments. Distributions to holders of equity instruments are recognised as distributions in the statement of changes in equity in the period in which they are payable. Dividends for the year that are declared after the reporting date are disclosed in note B3 to the financial statements. Treasury shares When the group acquires its own share capital, the amount of the consideration paid, including directly attributable costs, net of any related tax benefit, is recognised as a change in equity. Shares repurchased by the issuing entity are cancelled. Shares repurchased by group entities are classified as treasury shares and are held at cost. These shares are treated as a deduction from the issued and weighted-average number of shares and the cost price of the shares is presented as a deduction from total equity. The par value of the shares is presented as a deduction from ordinary share capital and the remainder of the cost is presented as a deduction from ordinary share premium. Dividends received on treasury shares are eliminated on consolidation. B3.1 Ordinary share capital Authorised 30 000 000 (2016: 30 000 000) ordinary shares of R1 each Issued 27 876 479 (2016: 27 876 479) fully paid ordinary shares of R1 each 2017 Rm 2016 Rm 30 28 28 30 28 28 Subject to the restrictions imposed by the Companies Act, 71 of 2008, the unissued shares are under the control of the directors until the forthcoming annual general meeting. B3.2 Preference share capital and premium Nedbank Limited preference share capital and premium Authorised 1 000 000 000 (2016: 1 000 000 000) non-redeemable, non-cumulative, non-participating preference shares of R0,001 each 5 000 Class A redeemable cumulative preference shares of R0,0001 each 5 000 Class B redeemable cumulative preference shares of R0,0001 each Issued 358 277 491 (2016: 358 277 491) non-redeemable, non-cumulative, non-participating preference shares of R0,001 each 100 Class A redeemable cumulative preference shares of R0,0001 each 100 Class B redeemable cumulative preference shares of R0,0001 each Preference share premium ¹ Represents amounts less than R1m. 2017 Rm 2016 Rm 1 ¹ ¹ ¹ ¹ 1 ¹ ¹ ¹ ¹ 3 561 3 561 3 561 3 561 Nedbank Limited – Annual Report 2017 33 B3 Share capital (continued) B3.2 Preference share capital and premium (continued) Preference shares are classified as equity instruments by Nedbank Limited (’the company’). Each preference share confers on the holder the right to capital of the company in the form of a cash dividend prior to payment of dividends to any other class of shareholder. The rate is limited to 83,33% of the prevailing prime rate on a deemed value of R10 and is never compounded. The dividends, if declared, accrue half-yearly on 30 June and 31 December and are payable within 120 days of these dates respectively. If a preference dividend is not declared, the dividend will not accumulate and will never become payable by the company, whether in preference to payments to any other class of share or otherwise. Each preference share confers on the holder the right to a return of capital on the winding-up of the company prior to any payment to any other class of share, but holders are not entitled to any further participation in the profits, assets or any surplus assets of the company in such circumstances. The holders of this class of share are not entitled to be present or vote (even by proxy) at any meeting of the company except when a declared dividend or part thereof remains in arrears and unpaid after six months from the due date or a resolution is proposed that directly affects the rights attached to the preference share or the interests of the holder, including resolutions to wind up the company or in the reduction of its share capital. At every general meeting where the preference shareholder is entitled to vote, the voting rights are restricted to the holder’s nominal value in proportion to the total nominal value of all shares issued by the company. No shares in the capital of the company, in priority to the preference shares, can be created or issued without prior sanction of the holders of preference shares by way of a resolution passed at a separate class meeting properly constituted in terms of the provisions set out in the memorandum of incorporation. B4 Holders of additional tier 1 capital instruments The group issued new style (Basel III compliant) additional tier 1 (AT 1) capital instrument as follows: Instrument code Date of issue Call date Instrument terms 2017 Rm 2016 Rm Subordinated Callable notes (rand- denominated) NEDT1A NEDT1B NED04U 20 May 2016 21 May 2021 25 November 2016 26 November 2021 30 June 2017 1 July 2022 3-month JIBAR + 7,00% per annum 3-month JIBAR + 6,25% per annum 3-month JIBAR + 5,65% per annum 1 500 1 500 500 500 600 2 600 2 000 The AT 1 notes represent perpetual, subordinated instruments, with no redemption date. The instruments are redeemable subject to regulatory approval at the sole discretion of the issuer, Nedbank Limited from the applicable call date and following a regulatory event or following a tax event. The payment of interest is at the discretion of the issuer and interest payments are non-cumulative. In addition, if certain conditions are reached, the regulator may prohibit Nedbank from making interest payments. Nedbank Limited – Annual Report 2017 34 B5 Net interest income Accounting policy Interest income and expense Interest income and expense are recognised in profit or loss using the effective-interest-rate method taking into account the expected timing and amount of cashflows. The effective-interest-rate method is a method of calculating the amortised cost of a financial asset or financial liability (or group of financial assets or financial liabilities) and of allocating the interest income or interest expense over the relevant period. Interest income and expense include the amortisation of any discount or premium or other differences between the initial carrying amount of an interest-bearing financial instrument and its amount at maturity calculated on an effective-interest-rate basis. B5.1 Interest and similar income Home loans (including properties in possession) Commercial mortgages Finance lease and instalment debtors Credit cards Overdrafts Term loans and other Government and other securities Interest on government and other securities Fair-value adjustments on hedged items (refer to note C7.5) Fair-value adjustments on hedging instruments (refer to note C7.5) Short-term funds and securities Interest and similar income may be analysed as follows: – Interest and similar income from financial instruments not at fair value through profit or loss – Interest and similar income from financial instruments at fair value through profit or loss B5.2 Interest expense and similar charges Deposit and loan accounts Current and savings accounts Negotiable certificates of deposit Other liabilities Long-term debt instruments Interest expense and similar charges may be analysed as follows: – Interest expense and similar charges from financial instruments not at fair value through profit or loss – Interest expense and similar charges from financial instruments at fair value through profit or loss 2017 Rm 13 334 15 106 11 893 2 305 1 628 21 261 2 959 2 963 139 (143) 2 825 71 311 2016 Rm 12 923 13 888 11 183 2 111 1 566 20 345 3 606 3 603 25 (22) 4 240 69 862 63 791 7 520 71 311 62 873 6 989 69 862 2017 Rm 2016 Rm 27 068 25 767 908 7 520 5 518 5 097 46 111 913 7 458 6 764 4 442 45 344 40 837 41 259 5 274 46 111 4 085 45 344 Nedbank Limited – Annual Report 2017 35 B6 Non-interest revenue Accounting policy ■ Commission and fee income The group earns fees and commissions from a range of services it provides to clients and these are accounted for as follows: Income earned on the execution of a significant act is recognised when the significant act has been performed. Income earned from the provision of services is recognised as the service is rendered by reference to the stage of completion of the service. Income that forms an integral part of the effective interest rate of a financial instrument is recognised as an adjustment to the effective interest rate and recorded in interest income. Fees charged for servicing a loan are recognised in revenue as the service is provided, which in most instances occurs monthly when the fees are levied. ■ Insurance income Insurance income comprises premiums written on insurance contracts entered into during the year, with the earned portion of premiums received recognised as revenue. Premiums are earned from the date of attachment of risk, over the indemnity period, based on the pattern of risks underwritten. Premiums are disclosed gross of commission payable and reinsurance premiums. Claims incurred consist of claims and claims-handling expenses paid during the financial year together for the movement in provision for outstanding claims. Outward reinsurance premiums are accounted for in the same accounting period as premiums for the related direct insurance. ■ Dividend income Dividend income is recognised when the right to receive payment is established on the ex-dividend date for equity instruments and is included in dividend income under non-interest revenue. ■ Net trading income Net trading income comprises all gains and losses from changes in the fair value of financial assets and financial liabilities held for trading, together with the related interest, expense, costs and dividends. Interest earned while holding trading securities and interest incurred on trading liabilities are reported within non-interest revenue. ■ Other Exchange and securities trading income, from investments and net gains on the sale of investment banking assets, is recognised in profit or loss when the amount of revenue from the transaction can be measured reliably. It is probable that the economic benefits of the transaction will flow to the group and the costs associated with the transaction or service can be measured reliably. Fair-value gains or losses on financial instruments at fair value through profit or loss, including derivatives, are included in non-interest revenue. These fair-value gains or losses are determined after deducting the interest component, which is recognised separately in interest income and expense. Gains or losses on derecognition of any financial assets or financial liabilities are included in non-interest revenue. New standards and interpretations not yet adopted IFRS 15: Revenue from Contracts with Customers IFRS 15 replaces all existing revenue requirements in IFRS and applies to all revenue arising from contracts with clients, unless the contracts are in the scope of the standards on leases, insurance contracts and financial instruments. The standard is effective and will be implemented by the group from 1 January 2018. The group has applied the standard retrospectively with the cumulative effect of initial application recognised in opening retained earnings at 1 January 2018 and accordingly the group will not restate comparative figures. The core principle of the standard is that revenue recognised reflects the consideration to which the company expects to be entitled in exchange for the transfer of promised goods or services to the client. The standard incorporates a five-step analysis to determine the amount and timing of revenue recognition. The group performed an assessment to determine the impact of the new standard on the group’s statement of financial position and performance, which resulted in the measurement of the group’s client loyalty programmes being reviewed. The group has concluded that the loyalty points awarded to clients are consideration payable in terms of IFRS 15 guidance. IFRS 15 requires revenue to be decreased by the amount expected to be payable to clients, which is recognised as a liability until payment is affected. The liability for the amount expected to be paid to clients under the loyalty programme increases by approximately R300m on transition and R216m on an after-tax basis. 36 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Non-interest revenue Commission and fees income Administration fees Cash-handling fees Insurance commission Exchange commission Other fees Guarantee income Card income Service charges Other commission Insurance income Fair-value adjustments (note B6.1) Fair-value adjustments Fair-value adjustments – own debt Net trading income Foreign exchange Debt securities Equities Commodities Private-equity income Securities dealing – realised Securities dealing – unrealised Dividends received from unlisted investments Other income Interest and distribution Investment income Dividends received from unlisted investments Long-term-asset sales Net sundry income Rents received Rental income from properties in possession Other sundry income ¹ Represents amounts less than R1m. B6.1 Analysis of fair-value adjustments Fair-value adjustments can be analysed as follows: – Held for trading – Designated as at fair value through profit or loss 2017 Rm 2016 Rm 14 890 14 587 551 950 660 366 1 154 224 3 645 3 909 3 431 371 105 (30) 135 3 426 1 259 2 158 (30) 39 683 119 (430) 700 141 153 46 10 36 386 12 ¹ 374 591 936 657 387 1 265 182 3 452 3 865 3 252 250 21 (52) 73 3 321 1 356 1 933 (15) 47 869 (41) 435 179 94 202 20 9 11 293 10 1 282 19 907 19 361 (700) 805 105 (1 364) 1 385 21 Nedbank Limited – Annual Report 2017 37 B7 Total operating expenses Staff costs Remuneration and other staff costs Short-term incentives Long-term employee benefits (note H1.1.2)¹ Share-based payments expense – employees Computer processing Depreciation for computer equipment Amortisation of computer software Operating lease charges for computer equipment Development costs Other computer processing expenses Communication and travel Depreciation for vehicles Other communication and travel Occupation and accommodation Depreciation for owner-occupied land and buildings Operating lease charges for land and buildings Other occupation and accommodation expenses Marketing and public relations Fees and assurances Auditors’ remuneration Statutory audit – current year Non-audit services – other services Other fees and assurance costs Furniture, office equipment and consumables Depreciation for furniture and other equipment Operating lease charge for furniture and other equipment Other office equipment and consumables BBBEE share-based payments expenses Other sundries 2017 Rm 2016 Rm 14 562 11 839 2 149 (15) 589 3 855 701 777 398 158 1 821 737 3 734 13 819 11 098 2 234 (61) 548 3 751 599 784 393 196 1 779 754 3 751 2 076 2 086 381 781 914 1 606 2 609 138 116 22 368 815 903 1 618 2 421 125 104 21 2 471 2 296 526 234 12 280 2 219 525 211 5 309 12 297 26 192 25 283 Certain expenses incurred by the company on behalf of subsidiary companies are recovered from subsidiary companies. ¹ Includes contributions to defined-benefit and pension funds and postretirement medical aid funding and any adjustments for defined-benefit obligations together with any fair-value adjustments of plan assets held. See note H1. 38 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December B8 Taxation Accounting policy Taxation expense, recognised in the statement of comprehensive income, comprises current and deferred taxation. Current or deferred taxation is recognised in profit or loss, except to the extent that it relates to items recognised directly in equity, in which case it too is recognised in equity and to the extent that it relates to items recognised in other comprehensive income (OCI), in which case it too is recognised in OCI. Current taxation Current taxation is the expected tax payable on the taxable income for the year, using taxation rates enacted or substantively enacted at the reporting date, and any adjustment to taxation payable in respect of previous years (prior- period tax paid). Deferred taxation Deferred taxation is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective taxation bases. The amount of deferred taxation provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, and is measured at the taxation rates (enacted or substantively enacted at the reporting date) that are expected to be applied to the temporary differences when they reverse. Deferred taxation is recognised in profit or loss for the period, except to the extent that it relates to a transaction that is recognised directly in equity or in OCI, or a business combination that is accounted for as an acquisition. The effect on deferred taxation of any changes in taxation rates is recognised in profit or loss for the period, except to the extent that it relates to items previously charged or credited directly to equity or OCI. Deferred taxation liabilities are recognised for all taxable temporary differences, and deferred taxation assets are recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Deferred taxation assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related taxation benefits will be realised. Deferred taxation assets and liabilities are offset if there is a legally enforceable right to offset current taxation liabilities against current taxation assets, and they relate to income taxes levied by the same taxation authority on the same taxable entity, or on different taxation entities, but they intend to settle current tax liabilities and assets on a net basis or their taxation assets and liabilities will be realised simultaneously. Key assumptions concerning the future and key sources of estimation The group is subject to direct taxation in a number of jurisdictions in which it operates. There may be transactions and calculations for which the ultimate tax determination has an element of uncertainty during the ordinary course of business. The group recognises liabilities based on objective estimates of the quantum of taxes that may be due. Where the final tax determination is different from the amounts that were initially recorded, such differences will impact the income tax and deferred taxation provisions in the period in which such determination is made through profit or loss for that period. B8.1 Indirect taxation Value-added taxation¹ Transaction-based taxes ¹ Comprises the value-added taxation incurred that is irrecoverable in respect of the making of exempt supplies as defined in the Value-Added Tax Act, 89 of 1991. B8.2 Direct taxation B8.2.1 Charge for the year SA normal taxation: – Current charge – Capital gains taxation – deferred – Deferred taxation Foreign taxation Current and deferred taxation on income Prior-year (underprovision)/overprovision Total taxation on income Taxation on non-trading and capital items Nedbank Limited – Annual Report 2017 2017 Rm 655 203 858 3 669 (45) (120) 107 3 611 11 3 622 (59) 3 563 2016 Rm 627 183 810 3 471 10 (293) 157 3 345 (17) 3 328 (42) 3 286 39 B8 Taxation (continued) B8.2 Direct taxation (continued) B8.2.2 Taxation rate reconciliation Standard rate of SA normal taxation Non-taxable dividend income Other Effective taxation rate B8.2.3 Income tax recognised in other comprehensive income 2017 Exchange differences on translating foreign operations Fair-value adjustments on available-for-sale assets Remeasurements on long-term employee benefit assets Gains on property revaluations 2016 Exchange differences on translating foreign operations Fair-value adjustments on available-for-sale assets Remeasurements on long-term employee benefit assets Gains on property revaluations 2017 % 2016 % 28,0 (2,7) (1,0) 24,3 28,0 (2,7) (0,7) 24,6 Gross Taxation Net of taxation (29) (19) 521 232 (231) (17) (322) 35 5 (146) (71) 4 89 (11) (29) (14) 375 161 (231) (13) (233) 24 B8.2.4 Future taxation relief The group has estimated taxation losses of R337m (2016: R239m) that can be set off against future taxable income, of which R117m (2016: R4m) has been applied to the deferred taxation balance. B8.3 Deferred taxation The analysis of deferred tax assets and deferred tax liabilities is as follows: Deferred taxation assets – Deferred taxation assets to be recovered after more than 12 months Deferred taxation liabilities – Deferred taxation liabilities to be recovered after more than 12 months Net deferred taxation liabilities The gross movement on the deferred income taxation account is as follows: – Balance at the beginning of the year – Statement of comprehensive income charge – Tax charge/(credit) relating to components of other comprehensive income – Tax charge/(credit) directly to equity – Rate change – Reclassification between taxation types and categories Balance at the end of the year 2017 Rm 2016 Rm 37 37 (351) (351) (314) (125) 65 (212) (8) (34) (314) 266 266 (391) (391) (125) (696) 285 89 26 (33) 204 (125) 40 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December The movement in deferred taxation assets and liabilities during the year, without taking into consideration the offsetting of balances with the same tax jurisdiction, is as follows: Deferred taxation assets Credit impairments Deferred revenue Medical aid Provisions Taxation losses Balance at the beginning of the year 1 293 273 162 207 26 Total 1 961 Charged/(credited) to the income statement Charged/(credited) to other comprehensive income Reclassification between taxation types and categories 163 (3) 21 38 At 31 December 2016 1 456 270 221 65 1 228 501 (24) 222 39 228 2 2 450 Charged/(credited) to the income statement Charged/(credited) to other comprehensive income Reclassification between taxation types and categories (64) 32 402 32 402 (39) (39) (34) 34 2 779 (34) 869 At 31 December 2017 1 456 206 214 Deferred taxation liabilities Accelerated asset allowances Property revaluations Deferred acquisition costs Pension fund Capital investments Share- based payments Available for sale Total (549) (591) (479) (694) (223) (120) (2) (2 658) 27 3 (20) (64) 84 32 50 8 (19) 18 (14) 62 50 26 (33) At 31 December 2016 (522) (599) (499) (708) (153) (23) (93) 1 (1) (22) (2 575) (41) (96) (52) (147) 2 (3) (337) (71) (107) 5 (173) At 31 December 2017 (563) (670) (595) (867) (300) (45) (136) 37 38 (8) (3 093) Balance at the beginning of the year Charged/(credited) to the income statement Charged/(credited) to other comprehensive income Charged/(credited) directly to equity Change in taxation rate Reclassification between taxation types and categories Charged/(credited) to the income statement Charged/(credited) to other comprehensive income Charged/(credited) directly to equity Nedbank Limited – Annual Report 2017 41 B9 Non-trading and capital items Accounting policy Profit from operations before non-trading and capital items Non-trading and capital items and fair-value adjustments of investment properties are disclosed separately on the face of the statement of comprehensive income, being remeasurements excluded from the calculation of headline earnings in accordance with the guidance contained in SAICA Circular 2/2015: Headline Earnings. The principal items that will be included under these measures are gains and losses on sale of subsidiaries and available-for-sale financial assets, gains and losses on sale of property and equipment, impairment of property, equipment and intangible assets and fair-value adjustments of investment properties. Rm Profit attributable to ordinary and preference equity holders Non-trading and capital items IAS 16: Loss on disposal of property and equipment IAS 38: Impairment of intangible assets IAS 39: Loss on sale of available-for-sale financial assets IAS 40: Loss on disposal of investment properties 2017 2016 Gross 210 47 163 Net of taxation 11 160 151 35 116 Gross 289 44 145 94 6 Net of taxation 9 896 247 44 103 94 6 Headline earnings 11 311 10 143 42 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December SECTION C: CORE BANKING ASSETS Accounting policy Refer to Section I: Financial instruments for the group’s accounting policies regarding financial assets and liabilities. C1 Loans and advances The group extends advances to individuals and to the corporate, commercial and public sectors. Advances made to individuals are mostly in the form of mortgages, instalment credit, overdrafts, personal loans and credit card borrowings. This note should be read in conjunction with note C2 ʼImpairment of loans and advancesʼ, as this note represents the gross exposure before any impairment provision. Specific impairments have been raised against those loans identified as impaired, and the analysis per product type can be found in note C2.2. Portfolio impairments are recognised against loans and advances classified as ʼneither past due nor impairedʼ or ʼpast due but not impairedʼ. C1.1 Categories of loans and advances Mortgage loans Home loans Commercial mortgages Net finance lease and instalment debtors (note C1.4) Gross investment Unearned finance charges Credit cards Other loans and advances Properties in possession Overdrafts Term loans Personal loans Other term loans Overnight loans Other loans to clients Foreign client lending Remittances in transit Other loans¹ Preference shares and debentures Factoring accounts Deposits placed under reverse repurchase agreements Impairment of loans and advances (note C2) Comprises: Loans and advances to clients Loans and advances to banks ¹ Represents clients’ indebtedness for acceptances, structured financing and other loans. 2017 Rm 2016 Rm 297 851 138 441 159 410 108 920 140 245 (31 325) 15 719 286 190 135 495 150 695 102 845 131 973 (29 128) 14 818 278 502 299 886 99 15 827 113 318 18 125 95 193 20 426 87 597 20 596 48 66 953 18 494 5 461 17 280 223 15 357 117 959 17 941 100 018 21 913 103 720 26 684 229 76 807 20 050 5 010 15 654 700 992 703 739 (11 355) (11 814) 689 637 691 925 683 328 676 389 17 664 27 350 700 992 703 739 Nedbank Limited – Annual Report 2017 43 Loans and advances (continued) C1 C1.2 Sectoral analysis1 Individuals Financial services, insurance and real estate Banks Manufacturing1 Building and property development Transport, storage and communication Retailers, catering and accommodation Wholesale and trade Mining and quarrying Agriculture, forestry and fishing1 Government and public sector Other services 1 The sectoral analysis of loans and advances was reviewed in 2017, which resulted in the reallocation of loans and advances between the manufacturing and agriculture, forestry and fishing categories. 2016 comparatives have been restated accordingly. C1.3 Geographical analysis SA Rest of Africa Europe Asia United States of America Other Rm Gross C1.4 Net finance lease and instalment debtors 2017 Unearned finance charges Net Gross 2017 Rm 2016 Rm 248 661 253 000 204 582 185 276 17 664 54 840 8 054 32 413 9 001 26 785 21 921 4 892 11 034 61 145 27 350 57 360 8 263 39 400 8 665 29 993 22 326 3 387 2 969 65 750 700 992 703 739 670 092 657 509 9 146 17 260 3 746 250 498 17 484 21 706 3 856 412 2 772 700 992 703 739 2016 Unearned finance charges Net No later than one year1 31 944 (7 097) 24 847 29 113 (6 707) 22 406 Later than one year and no later than five years1 Later than five years 94 126 14 175 (21 047) (3 181) 73 079 10 994 140 245 (31 325) 108 920 91 200 11 660 131 973 (19 822) (2 599) 71 378 9 061 (29 128) 102 845 1 During 2017 the group reassessed how certain costs included as part of the effective interest rate are allocated among the ʼno later than one yearʼ and ʼlater than one year and no later than five yearsʼ buckets. This resulted in R1 498m being transferred from the ʼno later than one yearʼ to the ʼlater than one year and no later than five yearsʼ bucket. Comparative information for 2016 has been restated accordingly. 44 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Rm 2017 2016 2017 2016 2017 2016 2017 2016 Total Neither past due nor impaired Past due but not individually impaired Defaulted C1.5 Classification of loans and advances Mortgage loans Net finance lease and instalment debtors Credit cards 297 851 286 190 279 791 267 469 9 955 10 133 8 105 8 588 108 920 102 845 98 951 93 955 15 719 14 818 13 029 12 370 6 246 1 233 6 010 1 119 3 723 1 457 99 791 2 880 1 329 223 642 647 1 767 3 399 2 757 Properties in possession 99 223 Overdrafts Term loans Overnight loans Other loans to clients 15 827 15 357 14 321 14 068 113 318 117 959 108 245 113 435 20 426 21 913 20 426 21 913 715 1 674 87 597 103 720 86 963 100 935 111 154 523 2 631 Preference shares and debentures 18 494 20 050 18 494 20 050 Factoring accounts 5 461 5 010 5 208 4 762 194 220 59 28 Deposits placed under reverse repurchase agreements 17 280 15 654 17 280 15 654 700 992 703 739 662 708 664 611 20 128 20 050 18 156 19 078 Loans and advances defaulted – not impaired Loans and advances defaulted – impaired 815 569 17 341 18 509 18 156 19 078 Nedbank Limited – Annual Report 2017 45 Rm 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Total < 1 month > 1 month < 3 months > 3 months < 6 months > 6 months < 12 months > 12 months Loans and advances (continued) C1 C1.6 Age analysis of loans and advances Neither past due nor impaired Mortgage loans Net finance lease and instalment debtors Credit cards Overdrafts Term loans Overnight loans Other loans to clients Preference shares and debentures Factoring accounts Deposits placed under reverse repurchase agreements Trade, other bills and bankers’ acceptances Past due but not individually impaired Mortgage loans Net finance lease and instalment debtors Credit cards Overdrafts Term loans Other loans to clients Factoring accounts Subtotal Defaulted Mortgage loans Net finance lease and instalment debtors Credit cards Properties in possession Overdrafts Term loans Other loans to clients Factoring accounts Total loans and advances 662 708 279 791 98 951 13 029 14 321 664 611 267 469 93 955 12 370 14 068 662 708 279 791 98 951 13 029 14 321 108 245 113 435 108 245 20 426 86 963 18 494 5 208 17 280 – 21 913 100 935 20 050 4 762 15 654 – 20 128 20 050 9 955 6 246 1 233 715 1 674 111 194 10 133 6 010 1 119 647 1 767 154 220 20 426 86 963 18 494 5 208 17 280 – 4 466 3 215 305 97 548 111 190 664 611 267 469 93 955 12 370 14 068 113 435 21 913 100 935 20 050 4 762 15 654 – 12 562 7 257 2 825 767 609 740 147 217 682 836 684 661 667 174 677 173 13 571 7 469 2 015 49 – 27 – 18 156 19 078 8 105 3 723 1 457 99 791 3 399 523 59 8 588 2 880 1 329 223 642 2 757 2 631 28 700 992 703 739 13 571 5 792 5 332 1 001 54 1 388 4 7 469 2 865 3 183 352 35 1 025 6 3 2 015 876 609 135 109 286 49 47 2 19 11 2 3 2 1 19 27 25 2 46 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Rm 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Total < 1 month > 1 month < 3 months > 3 months < 6 months > 6 months < 12 months > 12 months C1 Loans and advances (continued) C1.6 Age analysis of loans and advances Neither past due nor impaired Mortgage loans Net finance lease and instalment debtors Preference shares and debentures Factoring accounts Deposits placed under reverse repurchase agreements Trade, other bills and bankers’ acceptances Past due but not individually impaired Net finance lease and instalment debtors Credit cards Overdrafts Term loans Overnight loans Other loans to clients Mortgage loans Credit cards Overdrafts Term loans Other loans to clients Factoring accounts Subtotal Defaulted Mortgage loans Credit cards Properties in possession Overdrafts Term loans Other loans to clients Factoring accounts Total loans and advances Net finance lease and instalment debtors 662 708 279 791 98 951 13 029 14 321 20 426 86 963 18 494 5 208 17 280 – 4 466 3 215 305 97 548 111 190 664 611 267 469 93 955 12 370 14 068 113 435 21 913 100 935 20 050 4 762 15 654 – 12 562 7 257 2 825 767 609 740 147 217 108 245 113 435 108 245 20 128 20 050 662 708 279 791 98 951 13 029 14 321 20 426 86 963 18 494 5 208 17 280 – 9 955 6 246 1 233 715 1 674 111 194 8 105 3 723 1 457 99 791 3 399 523 59 664 611 267 469 93 955 12 370 14 068 21 913 100 935 20 050 4 762 15 654 – 10 133 6 010 1 119 647 1 767 154 220 8 588 2 880 1 329 223 642 2 757 2 631 28 700 992 703 739 13 571 5 792 5 332 1 001 54 1 388 4 7 469 2 865 3 183 352 35 1 025 6 3 2 015 876 609 135 109 286 682 836 684 661 667 174 677 173 13 571 7 469 2 015 18 156 19 078 19 11 2 3 2 1 19 49 47 2 27 25 2 49 – 27 – Nedbank Limited – Annual Report 2017 47 Rm 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Total NGR 1–12 NGR 13–20 NGR 21–25 NP1–NP3 Unrated¹ Loans and advances (continued) C1 C1.7 Credit quality of loans and advances Neither past due nor impaired Mortgage loans Net finance lease and instalment debtors Credit cards Overdrafts Term loans Overnight loans Other loans to clients Preference shares and debentures Factoring accounts Deposits placed under reverse repurchase agreements Past due but not individually impaired Mortgage loans¹ Net finance lease and instalment debtors¹ Credit cards Overdrafts Term loans Overnight loans Other loans to clients¹ Factoring accounts Defaulted Mortgage loans¹ Net finance lease and instalment debtors¹ Credit cards Properties in possession Overdrafts Term loans Other loans to clients¹ Factoring accounts Total loans and advances ¹ Loans and advances in this category do not have assigned AIRB ratings. 288 379 112 884 314 993 105 873 3 390 1 640 3 600 77 020 17 299 40 822 15 674 616 15 434 57 48 8 1 – – 3 280 1 834 5 113 82 148 18 467 72 662 14 538 609 10 469 72 62 9 1 – 662 708 279 791 98 951 13 029 14 321 108 245 20 426 86 963 18 494 5 208 17 280 20 128 9 955 6 246 1 233 715 1 674 – 111 194 664 611 267 469 93 955 12 370 14 068 113 435 21 913 100 935 20 050 4 762 15 654 20 050 10 133 6 010 1 119 647 1 767 – 154 220 18 156 19 078 8 105 3 723 1 457 99 791 3 399 523 59 8 588 2 880 1 329 223 642 2 757 2 631 28 314 867 158 653 81 214 8 216 10 466 23 711 2 956 22 215 998 4 592 1 846 2 238 1 615 282 107 44 190 315 325 152 707 81 091 8 263 8 349 23 164 3 169 26 583 2 661 4 153 5 185 2 677 2 029 278 147 56 167 – – 35 063 8 252 14 347 3 173 255 7 511 103 1 422 17 750 8 292 5 900 1 099 671 1 483 111 194 – 27 494 7 256 9 038 2 266 255 7 708 277 694 17 087 8 002 5 624 945 591 1 564 141 220 – 2 2 83 64 19 17 819 7 836 3 723 1 457 31 791 3 399 523 59 – 24 397 3 68 22 504 1 822 – 337 269 68 91 9 64 18 18 281 8 120 2 842 1 329 619 2 737 2 606 28 6 799 1 633 546 7 351 415 996 2 851 123 31 44 35 13 797 468 38 223 23 20 25 700 992 703 739 288 436 315 065 317 105 318 002 52 813 44 581 17 904 18 372 24 734 7 719 The group uses a master rating scale for measuring credit risk, which measures borrower risk excluding the effect of collateral and any credit mitigation (ie probability of default only). The comprehensive probability-of-default rating scale, which is mapped to default probabilities and external rating agency scales, enables the group to measure credit risk consistently and accurately across its entire portfolio. A brief explanation of the scale follows: NGR 1–12: Represents borrowers who demonstrate a strong capacity to meet financial obligations, and who have a negligible or low probability of default. This category comprises, but is not limited to, the group’s large corporate clients, including financial institutions, parastatals and other government-related institutions. NGR 13–20: Represents borrowers who demonstrate a satisfactory ability to make payments and who have a low or moderate probability of default. This category comprises, but is not limited to, small and medium-sized businesses, medium- sized corporate clients and individuals. NGR 21–25: Represents borrowers who are of higher risk. This category comprises higher-risk individuals or small businesses, as well as borrowers that were rated higher on inception, but have since migrated down the rating scale as a result of poor financial performance. However, the borrower has not defaulted and is continuing to make repayments. NP 1–3: Represents clients who have defaulted. Where this rating appears in the ’past due but not impaired’ category, the borrowers are continuing to make repayments against their obligation and are being closely monitored. 48 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Rm 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Total NGR 1–12 NGR 13–20 NGR 21–25 NP1–NP3 Unrated¹ 314 867 158 653 81 214 8 216 10 466 23 711 2 956 22 215 998 4 592 1 846 2 238 1 615 282 107 44 190 315 325 152 707 81 091 8 263 8 349 23 164 3 169 26 583 2 661 4 153 5 185 2 677 2 029 278 147 56 167 18 156 19 078 – – 35 063 8 252 14 347 3 173 255 7 511 103 1 422 17 750 8 292 5 900 1 099 671 1 483 111 194 – 27 494 7 256 9 038 2 266 255 7 708 277 694 17 087 8 002 5 624 945 591 1 564 141 220 – 2 2 83 64 19 17 819 7 836 3 723 1 457 31 791 3 399 523 59 – 24 397 3 68 22 504 1 822 – 337 269 68 91 9 64 18 18 281 8 120 2 842 1 329 619 2 737 2 606 28 6 799 1 633 546 7 351 415 996 2 851 123 31 44 35 13 797 468 38 223 23 20 25 700 992 703 739 288 436 315 065 317 105 318 002 52 813 44 581 17 904 18 372 24 734 7 719 C1 Loans and advances (continued) C1.7 Credit quality of loans and advances Neither past due nor impaired Mortgage loans Net finance lease and instalment debtors Credit cards Overdrafts Term loans Overnight loans Other loans to clients Preference shares and debentures Factoring accounts Deposits placed under reverse repurchase agreements Past due but not individually impaired Mortgage loans¹ Net finance lease and instalment debtors¹ Credit cards Overdrafts Term loans Overnight loans Other loans to clients¹ Factoring accounts Defaulted Mortgage loans¹ Credit cards Properties in possession Overdrafts Term loans Other loans to clients¹ Factoring accounts Total loans and advances Net finance lease and instalment debtors¹ 288 379 112 884 314 993 105 873 3 390 1 640 3 600 77 020 17 299 40 822 15 674 616 15 434 57 48 8 1 – – 3 280 1 834 5 113 82 148 18 467 72 662 14 538 609 10 469 72 62 9 1 – 662 708 279 791 98 951 13 029 14 321 108 245 20 426 86 963 18 494 5 208 17 280 20 128 9 955 6 246 1 233 715 1 674 – 111 194 8 105 3 723 1 457 99 791 3 399 523 59 664 611 267 469 93 955 12 370 14 068 113 435 21 913 100 935 20 050 4 762 15 654 20 050 10 133 6 010 1 119 647 1 767 – 154 220 8 588 2 880 1 329 223 642 2 757 2 631 28 ¹ Loans and advances in this category do not have assigned AIRB ratings. The group uses a master rating scale for measuring credit risk, which measures borrower risk excluding the effect of collateral and any credit mitigation (ie probability of default only). The comprehensive probability-of-default rating scale, which is mapped to default probabilities and external rating agency scales, enables the group to measure credit risk consistently and accurately across its entire portfolio. A brief explanation of the scale follows: NGR 1–12: Represents borrowers who demonstrate a strong capacity to meet financial obligations, and who have a negligible or low probability of default. This category comprises, but is not limited to, the group’s large corporate clients, including financial institutions, parastatals and other government-related institutions. NGR 13–20: Represents borrowers who demonstrate a satisfactory ability to make payments and who have a low or moderate probability of default. This category comprises, but is not limited to, small and medium-sized businesses, medium- sized corporate clients and individuals. NGR 21–25: Represents borrowers who are of higher risk. This category comprises higher-risk individuals or small businesses, as well as borrowers that were rated higher on inception, but have since migrated down the rating scale as a result of poor financial performance. However, the borrower has not defaulted and is continuing to make repayments. NP 1–3: Represents clients who have defaulted. Where this rating appears in the ’past due but not impaired’ category, the borrowers are continuing to make repayments against their obligation and are being closely monitored. Nedbank Limited – Annual Report 2017 49 C2 Impairment of loans and advances Credit risk Credit risk arises from lending and other financing activities that constitute the group’s core business and is managed across the group in terms of its board-approved Group Credit Risk Monitoring Framework (GCRMF), which covers the macrostructures for credit risk management and incorporates selected excerpts from the group credit policy, credit approval mandates, credit risk monitoring and governance structures. It is a key component of the group’s ERMF, Capital Management and RAF, and it is reviewed on a quarterly basis. The GCRMF includes the two AIRB Approach technical forums (ie wholesale and retail) and the ad hoc Group Credit Ratings Committee, which reports into the Group Credit Committee (GCC). Also included is the Large-exposure Approval Committee (LEAC), whose function is the approval of credit applications in excess of the large-exposure threshold, imposed by the Banks Act, 94 of 1990. The GCC also acts as the designated committee appointed by the board to monitor, challenge and ultimately approve all material aspects of the group’s AIRB rating and risk estimation systems and processes. The current membership includes seven non-executive directors and three executive directors. The board and the GCC are required by the banking regulations to have a general understanding of the AIRB system and the related reports. The GCC also needs to ensure the independence of Group Credit Risk Monitoring (GCRM), which includes the Credit Model Validation Unit (CMVU) and Model Risk Management (MRM), from the business units originating the credit in the bank. GCRM monitors the business units’ credit portfolios, risk procedures, policies and credit standards, maintains the Group Credit Risk Framework and validates AIRB credit models. GCRM reports to executive management, cluster credit committees (CCCs) and ultimately the board’s GCC on a regular basis. Additionally, GCRM ensures consistency in the rating processes, and has ultimate responsibility for independent credit model validation through the CMVU, the group’s independent risk control unit, as per the banking regulations. GCRM and Group Credit Portfolio Management (GCPM) champion the Basel III AIRB methodology across the group. Key assumptions concerning the future and key sources of estimation Allowances for loan impairment and other credit risk provisions Allowances for loan impairment represent management’s estimate of the losses incurred in the loan portfolios at the reporting date. The group assesses its loan portfolios for impairment at each reporting date. In determining whether an impairment loss should be recorded in the statement of comprehensive income the group makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cashflows from a portfolio of loans before the decrease can be allocated to an individual loan in that portfolio. Estimates are made of the duration between the occurrence of a loss event and the identification of a loss on an individual basis. The impairment for performing loans is calculated on a portfolio basis, based on historical loss ratios, adjusted for national and industry-specific economic conditions and other indicators present at the reporting date that correlates with defaults on the portfolio. These include early arrears and other indicators of potential default, such as changes in macroeconomic conditions and legislation affecting credit recovery. These annual loss ratios are applied to loan balances in the portfolio and scaled to the estimated-loss emergence period. Within the Nedbank Retail and Business Banking and Nedbank Wealth portfolios, which comprise large numbers of small homogeneous assets with similar risk characteristics where credit-scoring techniques are generally used, statistical techniques are used to calculate impairment allowances on the portfolio, based on historical recovery rates and assumed emergence periods. These statistical analyses use, as primary inputs, the extent to which accounts in the portfolio are in arrears and historical information on the eventual losses encountered from such delinquent portfolios. There are many such models in use, each tailored to a product, line of business or client category. Judgement and knowledge are needed in selecting the statistical methods to be used when the models are developed or revised. Overlays may be applied to model outputs to cater for additional factors and the valuation of these overlays can be subjective. The impairment allowance reflected in the financial statements for these portfolios is considered to be reasonable and supportable. For individually significant loans with larger exposures impairment allowances are calculated on an individual basis and all relevant considerations that have a bearing on the expected future cashflows are taken into account. For example, the business prospects for the client, the realisable value of collateral, the group’s position relative to other claimants, the reliability of client information and the likely cost and duration of the workout process. The level of the impairment allowance is the difference between the value of the discounted expected future cashflows (discounted at the loan’s original effective interest rate) and its carrying amount. Subjective judgements are made in the calculation of future cashflows. Furthermore, judgements change with time as new information becomes available or as workout strategies evolve, resulting in frequent revisions to the impairment allowance as individual decisions are taken. Changes in these estimates would result in a change in the allowances and have a direct impact on the impairments charge. C2.1 Impairment of loans and advances Balance at beginning of year Impairments charge Statement of comprehensive income charge net of recoveries Recoveries Amounts written off against the impairment/Other transfers Total impairments Specific impairment Portfolio impairment 2017 Rm 2016 Rm 2017 Rm 2016 Rm 2017 Rm 2016 Rm 11 814 11 059 4 238 5 411 7 137 4 122 3 030 1 208 4 254 1 157 2 914 1 208 6 415 5 372 4 215 1 157 4 677 4 644 116 116 39 39 (4 697) (4 656) (4 654) (4 650) (43) (6) Impairment of loans and advances 11 355 11 814 6 605 7 137 4 750 4 677 50 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December C2.2 Impairments of loans and advances by classification Total impairment – 2017 Home loans Commercial mortgages Properties in possession Credit cards Overdrafts Other loans to clients Net finance lease and instalment debtors Preference shares and debentures Trade, other bills and bankers’ acceptances Balance at the beginning of the year Rm Impairment charge/ (release) Rm Amounts written off against the impairment/ Other transfers Rm 1 987 966 33 1 308 555 4 599 2 313 52 1 71 (64) (33) 1 002 253 1 243 1 564 160 42 (371) (94) 24 (931) (159) (1 741) (1 428) 3 Total Rm 1 687 808 24 1 379 649 4 101 2 449 212 46 Impairment of loans and advances 11 814 4 238 (4 697) 11 355 Total impairment – 2016 Home loans Commercial mortgages Properties in possession Credit cards Overdrafts Other loans to clients Net finance lease and instalment debtors Preference shares and debentures Trade, other bills and bankers’ acceptances 2 125 957 22 1 178 478 4 059 2 239 1 242 124 (40) 984 215 2 482 1 362 42 (380) (115) 51 (854) (138) (1 942) (1 288) 10 1 987 966 33 1 308 555 4 599 2 313 52 1 Impairment of loans and advances 11 059 5 411 (4 656) 11 814 Specific impairment – 2017 Home loans Commercial mortgages Properties in possession Credit cards Overdrafts Other loans to clients Net finance lease and instalment debtors Preference shares and debentures Specific impairment of loans and advances Specific impairment – 2016 Home loans Commercial mortgages Properties in possession Credit cards Overdrafts Other loans to clients Net finance lease and instalment debtors Preference shares and debentures 1 360 443 33 1 181 447 2 525 1 135 13 7 137 1 370 464 22 1 045 321 2 077 1 116 246 (47) (33) 1 002 239 1 211 1 504 (380) (82) 24 (931) (160) (1 689) (1 436) 4 122 (4 654) 364 92 (40) 990 214 2 444 1 295 13 (374) (113) 51 (854) (88) (1 996) (1 276) Specific impairment of loans and advances 6 415 5 372 (4 650) 1 226 314 24 1 252 526 2 047 1 203 13 6 605 1 360 443 33 1 181 447 2 525 1 135 13 7 137 Nedbank Limited – Annual Report 2017 51 Balance at the beginning of the year Rm Impairment charge/ (release) Rm Amounts written off against the impairment/ Other transfers Rm C2 Impairment of loans and advances (continued) C2.2 Impairments of loans and advances by classification (continued) Portfolio impairment – 2017 Home loans Commercial mortgages Credit cards Overdrafts Other loans to clients Net finance lease and instalment debtors Preference shares and debentures Trade, other bills and bankers’ acceptances Portfolio impairment of loans and advances Portfolio impairment – 2016 Home loans Commercial mortgages Credit cards Overdrafts Other loans to clients Net finance lease and instalment debtors Preference shares and debentures Trade, other bills and bankers’ acceptances Portfolio impairment of loans and advances 627 523 127 108 2 074 1 178 39 1 4 677 755 493 133 157 1 982 1 123 1 4 644 Total Rm 461 494 127 123 2 054 1 246 199 46 4 750 627 523 127 108 2 074 1 178 39 1 (175) (17) 14 32 60 160 42 116 (122) 32 (6) 1 38 67 29 9 (12) 1 (52) 8 3 (43) (6) (2) (50) 54 (12) 10 39 (6) 4 677 C2.3 Sectoral analysis Individuals Financial services, insurance and real estate Manufacturing Building and property development Transport, storage and communication Retailers, catering and accommodation Wholesale and trade Mining and quarrying Agriculture, forestry and fishing Government and public sector Other services C2.4 Geographical analysis SA Other African countries Europe Asia United States of America Other Total impairment Specific impairment Portfolio impairment 2017 Rm 2016 Rm 2017 Rm 2016 Rm 2017 Rm 2016 Rm 7 695 7 724 5 210 5 191 2 485 2 533 1 038 598 124 629 207 131 216 101 30 586 1 572 439 109 570 83 149 380 70 13 705 266 213 46 38 178 43 102 66 13 430 403 95 57 392 61 65 306 36 2 529 772 385 78 591 29 88 114 35 17 156 11 355 11 814 6 605 7 137 4 750 11 053 10 936 186 100 3 7 6 305 214 343 4 12 6 512 93 6 441 172 180 340 4 4 541 93 100 3 7 6 11 355 11 814 6 605 7 137 4 750 1 169 344 52 178 22 84 74 34 11 176 4 677 4 495 133 34 3 12 4 677 52 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December C2.5 Interest on specifically impaired loans and advances 2017 Rm 2016 Rm 1 301 1 284 Interest on specifically impaired loans and advances is determined for the period for which the loans and advances were classified as specifically impaired. The amount is calculated by multiplying the discounted expected recovery by the effective interest rate for the specifically impaired loans and advances. The interest on specifically impaired loans and advances reflects the unwinding of the time value of money for the expected discounted recovery. Interest on specifically impaired loans and advances does not represent the contractual interest that has been earned on the outstanding balance of a loan and advance. C3 Government and other securities C3.1 Analysis Government and government-guaranteed securities Other dated securities¹ C3.2 Sectoral analysis 2017 Rm 2016 Rm 32 502 16 247 48 749 37 904 12 783 50 687 Financial services, insurance and real estate 16 533 10 441 Banks Manufacturing Transport, storage and communication Government and public sector Other sectors ¹ Includes securitised assets. See note F5. C4 Other short-term securities C4.1 Analysis Negotiable certificates of deposit Treasury bills and other bonds C4.2 Sectoral analysis Banks Government and public sector Other services 1 891 5 721 446 23 748 410 48 749 2 102 4 406 1 350 30 979 1 409 50 687 2017 Rm 2016 Rm 12 859 60 613 73 472 11 570 60 434 1 468 73 472 11 183 57 035 68 218 11 150 56 621 447 68 218 Nedbank Limited – Annual Report 2017 53 Investment grade Subinvestment grade Not rated Total 2017 Rm 2016 Rm 2017 Rm 2016 Rm 2017 Rm 2016 Rm 2017 Rm 2016 Rm C5 Credit analysis of other short-term securities, and government and other securities Credit ratings Other short-term securities 72 674 67 263 798 Negotiable certificates of deposit 12 859 11 133 Treasury bills and other 59 815 56 130 798 854 50 804 – 101 73 472 68 218 12 859 11 183 60 613 57 035 48 749 50 687 101 664 Government and other securities 40 083 47 570 7 863 2 453 803 Government and government- guaranteed securities 25 172 37 256 7 330 648 Other dated securities 14 911 10 314 533 1 805 112 757 114 833 8 661 3 307 803 803 32 502 37 904 664 16 247 12 783 765 122 221 118 905 Debt securities that are purchased by the group are rated using an internal rating system, being the Nedbank Group Rating (NGR) scale. The group requires that all investments be rated using the NGR scale to ensure that credit risk is measured consistently and accurately across the group. This ensures compliance with the group’s policy on the rating of investments. The NGR scale has been mapped to the credit-rating scales of external credit-rating agencies. According to the NGR scale, investment grade can be equated to a Standard & Poor’s and Fitch rating of at least BB+ and a Moody’s rating of at least Ba1. All government and other short-term securities are current and not impaired. Investment grade includes credit ratings from NGR01 to NGR12 and subinvestment grade includes credit ratings from NGR13 to NGR25. C6 Cash and cash equivalents Coins and bank notes Money at call and short notice Balances with central banks – other than mandatory reserve deposits Cash and cash equivalents excluding mandatory reserve deposits with central banks Mandatory reserve deposits with central banks ¹ Represents amounts less than R1m. 2017 Rm 2016 Rm 7 162 1 661 ¹ 8 823 18 145 7 344 12 897 ¹ 20 241 18 139 26 968 38 380 Money at call and short notice constitute amounts withdrawable in 32 days or fewer. Mandatory reserve deposits are not available for use in the group’s day-to-day operations. Cash on hand and mandatory reserve deposits are non-interest bearing. 54 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December C7 Derivative financial instruments Accounting policy Derivative financial instruments and hedge accounting Derivatives are classified as financial assets when their fair value is positive or as financial liabilities when their fair value is negative, subject to the offsetting principles as described under ’Offsetting financial instruments and related income’. The method of recognising fair value gains and losses depends on whether derivatives are held for trading or are designated as hedging instruments, and if the latter, the nature of the risks being hedged. ■ Derivatives that qualify for hedge accounting The group applies hedge accounting when transactions meet the criteria set out in IAS 39. The group’s hedging strategy makes use of fair-value hedges, which are hedges of the change in fair value of recognised assets or liabilities or firm commitments. At the inception of a hedging relationship, the group designates and documents the relationship between the hedging instrument and the hedge item as well as its risk management objective and strategy for undertaking the hedging transactions, and the nature of the risk being hedged. The group also documents its assessment of whether the hedging instrument is effective in offsetting changes in fair value or cashflow of the hedged item attributable to the hedged risk. Hedge effectiveness is assessed at inception and throughout the term of each hedging relationship. Each hedge must be expected to be highly effective (prospective effectiveness), and demonstrate actual effectiveness (retrospective effectiveness) on an ongoing basis. For prospective effectiveness, the hedging instrument must be expected to be highly effective in offsetting changes in fair value or cashflows attributable to the hedged risk during the period for which the hedge is designated. For actual effectiveness to be achieved the changes in fair value or cashflows must offset each other in the range of 80% to 125%. Interest on designated qualifying hedges is included in net interest income. ■ Fair-value hedges Where a hedging relationship is designated as a fair-value hedge, the hedged item is adjusted for the change in fair value in respect of the risk being hedged. Fair-value gains and losses arising on the remeasurement of both the hedging instrument and the hedged item are recognised in net interest income, for so long as the hedging relationship is effective. Any hedge ineffectiveness is recognised in profit or loss in non-interest revenue. If the derivative expires, is sold, terminated or exercised, no longer meets the criteria for fair-value hedge accounting, or the designation is revoked, then hedge accounting is discontinued. ■ Derivatives that do not qualify for hedge accounting All gains and losses from changes in the fair value of derivatives that are not designated as being subject to hedge accounting are recognised immediately in non-interest revenue. Embedded derivatives Derivatives in a host contract that is a financial or non-financial instrument, such as an equity conversion option in a convertible bond, are separated from the host contract when all of the following conditions are met: ■ The economic characteristics and risks of the embedded derivative are not closely related to those of the host contract. ■ A separate instrument with the same terms as the embedded derivative would meet the definition of a derivative. ■ The combined contract is not measured at fair value, with changes in fair value recognised in profit or loss. The host contract is accounted for: ■ under IAS 39 if it is a financial instrument; and ■ in accordance with other appropriate accounting standards if it is not a financial instrument. If an embedded derivative is required to be separated from its host contract, but it is not possible to measure the fair value of the embedded derivative separately, either at acquisition or at a subsequent financial reporting date, the entire hybrid instrument is categorised as at fair value through profit or loss and measured at fair value. Principal types of derivatives These transactions have been entered into in the normal course of business and are carried at fair value. The principal types of derivative contracts into which the group enters are swaps, options, futures and forwards. Collateral The group may require collateral in respect of the credit risk present in derivative transactions. The amount of credit risk is principally the positive fair value of the contract. Collateral may be in the form of cash or in the form of a lien over a client’s assets, entitling the group to make a claim for current and future liabilities. Nedbank Limited – Annual Report 2017 55 C7 Derivative financial instruments (continued) C7.1 Total carrying amount of derivative financial instruments Gross carrying amount of assets Gross carrying amount of liabilities Net carrying amount 2017 Rm 2016 Rm 30 698 (23 561) 7 137 18 044 (13 469) 4 575 A detailed breakdown of the carrying amount (fair value) and notional principal of the various types of derivative financial instruments held by the group is presented in the following tables in notes C7.2 – C7.5. C7.2 Notional principal of derivative financial instruments This represents the gross notional amounts of all outstanding contracts at year-end. This gross notional amount is the sum of the absolute amount of all purchases and sales of derivative instruments. The notional amounts do not represent amounts exchanged by the parties and therefore represent only the measure of involvement by the group in derivative contracts and not its exposure to market or credit risks arising from such contracts. The amounts actually exchanged are calculated on the basis of the notional amounts and other terms of the derivative, which relate to interest rates, exchange rates, securities or commodity prices or financial and other indices. Notional principal Rm 2017 Positive value Rm Negative value Rm Notional principal Rm 2016 Positive value Rm Negative value Rm 3 270 275 275 Hedging derivatives Interest rate derivatives Interest rate swaps Other derivatives Equity derivatives Options written Options purchased Futures¹ Commodity derivatives Options purchased Caps and floors Swaps Futures Exchange rate derivatives Forwards Futures Currency swaps Options purchased Options written 3 270 36 977 16 102 16 102 4 773 30 10 10 – 10 345 313 209 472 9 86 481 41 629 7 722 18 856 16 102 2 754 15 10 5 199 368 114 463 3 43 273 41 629 18 121 16 102 2 019 15 10 5 145 945 95 009 6 43 208 7 722 9 128 2 208 2 208 4 712 4 800 6 3 006 10 1 778 316 107 243 904 39 58 967 6 203 6 994 Interest rate derivatives 4 287 739 2 161 724 2 126 015 1 445 315 Interest rate swaps 2 121 763 1 052 967 1 068 796 Forward rate agreements 2 150 254 1 097 340 1 052 914 Futures Caps Floors Credit default swaps 199 2 212 2 300 11 011 199 506 2 300 8 412 1 706 789 543 632 233 558 4 375 750 2 599 17 856 11 464 6 392 Total notional principal 4 673 329 2 379 963 2 293 366 1 775 625 956 887 818 738 ¹ Includes contracts for difference with positive notionals of R1 199m (2016: R81m) and negative notionals of R463m (2016: R1 029m). The equity forward agreement has positive notionals of R1 556m (2016: R1 801m) and negative notionals of R1 556m (2016: R1 801m). 56 Nedbank Limited – Annual Report 2017 4 090 2 208 1 882 3 011 3 006 5 165 389 128 796 27 30 363 6 203 784 122 422 789 348 606 513 750 5 038 2 208 2 830 1 789 6 5 1 778 150 718 115 108 12 28 604 6 994 661 193 366 754 283 627 558 3 862 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December C7.3 Carrying amount of derivative financial instruments The amounts disclosed represent the fair value of all derivative instruments held at year-end. The fair value of a derivative financial instrument is the amount at which it could be exchanged in an orderly transaction between market participants at the measurement date, other than a forced liquidation or sale. Fair values are obtained from quoted market prices, discounted-cashflow models and market-accepted option-pricing models. 2017 Carrying amount of assets Rm Net carrying amount Rm Carrying amount of liabilities Rm Net carrying amount Rm 2016 Carrying amount of assets Rm Carrying amount of liabilities Rm Hedging derivatives Interest rate derivatives Interest rate swaps Other derivatives Equity derivatives Options written Options purchased Futures¹ Commodity derivatives Options written Options purchased Swaps Futures Exchange rate derivatives Forwards Futures Currency swaps Options purchased Options written Interest rate derivatives Interest rate swaps Forward rate agreements Futures Caps Floors Credit default swaps (138) – 1 323 (1 021) 1 021 – (133) (243) 264 (154) – 3 510 2 014 (84) 1 266 884 (570) 3 898 3 437 334 1 (8) 13 121 1 021 302 332 264 68 14 875 8 867 33 5 091 884 14 168 13 151 843 1 4 13 156 138 1 323 1 021 302 465 243 222 11 365 6 853 117 3 825 570 10 270 9 714 509 12 35 5 – (201) 201 – (97) (1) 4 (105) 5 2 253 2 092 (6) 176 330 (339) 2 414 2 279 57 (2) (2) 1 81 5 445 201 244 235 4 226 5 8 769 5 680 135 2 624 330 8 590 8 198 240 4 1 147 445 201 244 332 1 331 6 516 3 588 141 2 448 339 6 176 5 919 183 2 6 66 Total carrying amount 7 137 30 698 23 561 4 575 18 044 13 469 ¹ Includes contracts for difference and an equity forward agreement. The fair value of the contracts for difference is zero as the variation margin is settled at the end of every day. The equity forward agreement is an asset with a fair value of R61m (2016: R90m). Nedbank Limited – Annual Report 2017 57 Rm C7 Derivative financial instruments (continued) C7.4 Analysis of derivative financial instruments Derivative assets 2017 Maturity analysis Under one year One to five years Over five years 2016 Maturity analysis Under one year One to five years Over five years Derivative liabilities 2017 Maturity analysis Under one year One to five years Over five years 2016 Maturity analysis Under one year One to five years Over five years Hedging derivatives Interest rate derivatives Other derivatives Equity derivatives Commodity derivatives Exchange rate derivatives Interest rate derivatives Total 814 509 309 23 – 1 323 332 1 4 5 138 138 173 272 10 225 445 235 814 509 449 16 1 323 465 173 272 1 331 10 051 2 609 2 215 14 875 6 155 1 378 1 236 8 769 8 340 1 758 1 267 11 365 4 106 1 401 1 009 6 516 1 492 4 115 8 561 12 666 7 256 10 776 14 168 30 698 952 2 214 5 424 7 290 4 090 6 664 8 590 18 044 1 103 3 207 5 960 10 270 640 1 673 3 863 6 176 10 706 5 490 7 365 23 561 4 920 3 677 4 872 13 469 Notional principal of derivatives – 445 332 2017 Maturity analysis Under one year One to five years Over five years 2016 Maturity analysis Under one year One to five years Over five years 75 3 195 3 270 75 200 275 28 632 6 683 1 662 36 977 3 107 4 911 1 110 9 128 22 8 273 102 2 815 165 3 116 921 42 960 1 056 382 1 106 108 29 251 416 192 450 300 30 345 313 4 287 739 4 673 329 4 790 259 980 10 31 264 24 863 653 056 504 455 287 804 920 933 540 715 313 977 4 800 316 107 1 445 315 1 775 625 The maturity analysis in this note is prepared based on contractual maturities. 58 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December C7.5 Derivatives designated as fair-value hedges in terms of the group’s fair-value hedge accounting solution As part of the group’s hedging activities, it enters into transactions that are designated as fair-value hedge transactions. Fair-value hedges are used by the group to mitigate the risk of changes in the fair-value of financial instruments due to movements in market interest rates. Derivatives that are designated by the group to form part of these fair-value hedge transactions principally consist of interest rate swaps. The corresponding hedged items forming part of these fair-value hedges, designated into the fair-value hedge accounting solution, primarily consist of fixed-rate government bonds (refer to note C3). For qualifying fair-value hedges all changes in the fair value of the derivative and in the fair value of the hedged item in relation to the risk being hedged are recognised in profit or loss. The group recognised the following gains and losses on hedging instruments and hedged items: Profit on hedged items (assets) (note B5.1) Loss on hedging instruments (assets) (note B5.1) 2017 Rm 139 (143) (4) 2016 Rm 25 (22) 3 Nedbank Limited – Annual Report 2017 59 SECTION D: CORE BANKING LIABILITIES Accounting policy Refer to Section I: Financial instruments for the group’s accounting policies regarding financial assets and liabilities. D1 Amounts owed to depositors D1.1 Classifications Current accounts Savings deposits Other deposits and loan accounts Call and term deposits Fixed deposits Cash management deposits Other deposits and loan accounts Foreign currency liabilities Negotiable certificates of deposit Deposits received under repurchase agreements¹ Comprises: – Amounts owed to depositors – Amounts owed to banks Deposit products include current accounts, savings accounts, call and notice deposits, fixed deposits and negotiable certificates of deposit. Term deposits vary from six months to five years in both the wholesale and retail markets. Foreign currency liabilities are either matched by advances to clients or hedged against exchange rate fluctuations. ¹ The group has pledged government and other securities (note C3) and negotiable certificates of deposit (note C4) amounting to R28 538m (2016: R19 162m) as collateral for deposits received under repurchase agreements. These amounts represent assets that have been transferred, but which do not qualify for derecognition under IAS 39. The associated liabilities amounted to R24 615m (2016: R19 127m). D1.2 Sectoral analysis Banks Government and public sector Individuals Business sector D1.3 Geographical analysis SA Rest of Africa Europe Asia United States of America 2017 Rm 2016 Rm 72 571 9 695 71 403 10 036 533 992 529 166 279 251 286 647 54 955 66 628 49 070 66 946 133 158 126 503 21 295 74 584 24 615 34 107 86 480 19 127 736 752 750 319 689 912 708 627 46 840 41 692 736 752 750 319 46 840 50 242 209 537 430 133 41 692 62 343 188 621 457 663 736 752 750 319 710 048 731 478 3 927 8 573 6 535 7 669 8 329 9 458 1 029 25 736 752 750 319 60 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Instrument type Maturity dates Interest rates 2017 Rm 2016 Rm D2 Long-term debt instruments Subordinated debt¹ Callable notes (rand-denominated – floating) 6 July 2022 to 16 September 2020 Callable notes (rand-denominated – fixed) 8 April 2024 to 1 July 2025 JIBAR plus 0,47% to 3,50% 7 019 9 065 10,49% to 11,29% 891 891 Callable notes (US dollar- denominated) Basel III subordinated debt² 3 March 2022 Three-month USD LIBOR 1 378 Callable notes (rand-denominated – floating) 15 March 2022 to 22 December 2026 Securitised liabilities³ Callable notes (rand-denominated – floating) 25 May 2018 to 25 February 2042 Senior unsecured debt⁴ Senior unsecured notes – fixed Senior unsecured notes – floating 9 September 2019 to 19 November 2027 21 February 2017 to 31 July 2026 JIBAR plus 3,75% to 4,00% 4 520 2 000 JIBAR plus 0,58% to 3,00% 2 672 3 003 8,79% to 11,39% 18 638 17 967 JIBAR plus 0,85% to 2,25% 17 716 26 17 736 22 51 482 52 062 Unsecured debentures 30 November 2029 Zero coupon Total long-term debt instruments in issue ¹ ² ³ 4 During 2017 two subordinated debt instruments were repaid and two subordinated debt instruments were issued. A sum of R100m was issued at a fixed interest rate of 10,82%, which is repayable on 31 July 2029. In addition, a sum of R100m was issued at a variable interest rate of JIBAR plus 2,45%, which is repayable on 2 August 2027. During 2017 two Basel III subordinated debt instruments were issued. A sum of R2,5bn was issued with variable rates ranging between JIBAR plus 3,75% and JIBAR plus 3,80%. These instruments are redeemable by 26 May 2022. During 2017 seven securitised liabilities were repaid and seven securitised liabilities were issued. A sum of R1 340m was issued at floating interest rates ranging between JIBAR plus 1,05% and JIBAR plus 2,70%. These instruments are repayable by 20 February 2022. During 2017 five senior unsecured debt instruments were repaid and four senior unsecured debt instruments were issued. A sum of R618m was issued with a fixed interest rate 9,60%, repayable on 20 February 2024. A sum of R2,9bn was issued with variable interest rates ranging between JIBAR plus 1,29% and JIBAR plus 1,50%, repayable by 26 February 2024. D2.1 Movement in carrying amount Balance at the beginning of the year Changes arising from cash movements Issue of long-term debt instruments Redemption of long-term debt instruments Interest paid Changes arising from non-cash movements Accrued interest and premium discount Fair-value adjustments 2017 Rm 2016 Rm 52 062 (5 638) 7 340 (7 939) (5 039) 5 058 5 025 33 44 977 2 650 13 587 (6 502) (4 435) 4 435 4 409 26 Balance at the end of the year 51 482 52 062 Nedbank Limited – Annual Report 2017 61 Rm D3 Contractual maturity analysis for financial liabilities 2017 Long-term debt instruments Amounts owed to depositors Current accounts Savings deposits Other deposits and loan accounts Foreign currency liabilities Negotiable certificates of deposit Deposits received under repurchase agreements Derivative financial instruments – liabilities Provisions and other liabilities Contingent liabilities and undrawn facilities Guarantees on behalf of clients Letters of credit and discounting transactions Irrevocable unutilised facilities and other 2016 Long-term debt instruments Amounts owed to depositors Current accounts Savings deposits Other deposits and loan accounts Foreign currency liabilities Negotiable certificates of deposit Deposits received under repurchase agreements Derivative financial instruments – liabilities Provisions and other liabilities Contingent liabilities and undrawn facilities Guarantees on behalf of clients Letters of credit and discounting transactions Irrevocable unutilised facilities and other Statement of financial position amount < 3 months 51 482 1 136 736 752 542 071 72 571 9 695 72 573 9 696 533 992 400 549 21 295 74 584 24 615 23 561 18 012 17 525 17 094 24 634 5 102 829 807 548 309 81 082 77 117 110 502 38 184 18 012 873 206 26 710 2 837 101 336 – 130 883 52 062 750 319 71 403 10 036 3 363 546 765 71 405 10 036 529 166 405 528 34 107 86 480 19 127 13 469 16 489 22 352 18 301 19 143 2 229 832 339 552 357 77 868 76 384 112 447 39 734 22 177 3 360 101 566 127 103 – – – – – – > 3 months < 6 months > 6 months < 1 year > 1 year < 5 years > 5 years maturity Total Non- determinable 2 360 76 387 5 776 68 077 39 253 65 760 22 919 7 893 71 444 – 760 188 59 159 1 427 15 801 33 762 2 344 31 971 18 235 47 525 7 893 2 335 3 264 5 489 7 372 – – – – 1 740 74 799 4 578 70 444 38 488 70 281 25 163 9 699 48 103 3 135 23 561 33 506 5 860 31 078 44 571 2 762 22 948 9 699 1 329 1 362 3 678 4 872 72 573 9 696 548 888 21 296 83 101 24 634 23 562 18 012 26 710 2 837 101 336 130 883 73 332 771 988 71 405 10 036 541 407 34 109 95 888 19 143 13 470 16 488 875 278 22 177 3 360 101 566 127 103 18 012 – – 16 488 16 488 Provisions and other liabilities are included in this table to provide a reconciliation with the statement of financial position and also include current and deferred taxation liabilities and long-term employee benefit liabilities. Derivatives are not profiled on an undiscounted basis. 62 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December D3 Contractual maturity analysis for financial liabilities Rm 2017 Long-term debt instruments Amounts owed to depositors Current accounts Savings deposits Other deposits and loan accounts Foreign currency liabilities Negotiable certificates of deposit Deposits received under repurchase agreements Derivative financial instruments – liabilities Provisions and other liabilities Contingent liabilities and undrawn facilities Guarantees on behalf of clients Letters of credit and discounting transactions Irrevocable unutilised facilities and other 2016 Long-term debt instruments Amounts owed to depositors Current accounts Savings deposits Other deposits and loan accounts Foreign currency liabilities Negotiable certificates of deposit Deposits received under repurchase agreements Derivative financial instruments – liabilities Provisions and other liabilities Contingent liabilities and undrawn facilities Guarantees on behalf of clients Letters of credit and discounting transactions Irrevocable unutilised facilities and other Statement of financial position amount < 3 months 51 482 1 136 736 752 542 071 533 992 400 549 72 571 9 695 21 295 74 584 24 615 23 561 18 012 72 573 9 696 17 525 17 094 24 634 5 102 26 710 2 837 101 336 3 363 546 765 71 405 10 036 22 352 18 301 19 143 2 229 529 166 405 528 52 062 750 319 71 403 10 036 34 107 86 480 19 127 13 469 16 489 22 177 3 360 101 566 127 103 – > 3 months < 6 months > 6 months < 1 year > 1 year < 5 years > 5 years Non- determinable maturity Total 2 360 76 387 5 776 68 077 39 253 65 760 22 919 7 893 71 444 – 760 188 59 159 1 427 15 801 33 762 2 344 31 971 47 525 7 893 18 235 2 335 3 264 5 489 7 372 72 573 9 696 548 888 21 296 83 101 24 634 23 562 18 012 18 012 829 807 548 309 81 082 77 117 110 502 38 184 18 012 873 206 – 130 883 – – – – 1 740 74 799 4 578 70 444 38 488 70 281 25 163 9 699 48 103 3 135 23 561 33 506 5 860 31 078 44 571 2 762 22 948 9 699 1 329 1 362 3 678 4 872 832 339 552 357 77 868 76 384 112 447 39 734 – – 16 488 16 488 Provisions and other liabilities are included in this table to provide a reconciliation with the statement of financial position and also include current and deferred taxation liabilities and long-term employee benefit liabilities. Derivatives are not profiled on an undiscounted basis. – – – – – 26 710 2 837 101 336 130 883 73 332 771 988 71 405 10 036 541 407 34 109 95 888 19 143 13 470 16 488 875 278 22 177 3 360 101 566 127 103 Nedbank Limited – Annual Report 2017 63 SECTION E: ASSET MANAGEMENT E1 Managed funds Accounting policy Nedbank Group Limited, through a number of subsidiaries, operates unit trusts, holds and invests funds on behalf of clients and acts as a trustee in a number of fiduciary capacities. In addition, companies in the group operate securities and custodial services on behalf of clients. Commissions and fees earned in respect of trust and management activities performed are included in the Nedbank Group Limited consolidated statement of comprehensive income as non-interest revenue. Nedbank Limited does not have any funds under management. 64 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December F F1 SECTION F: INVESTMENTS Investment securities Accounting policy Refer to Section I: Financial instruments for the group’s accounting policies regarding financial assets and liabilities. Listed investments Unlisted investments Strate Limited Private-equity portfolio Other Total listed and unlisted investments 2017 Rm 15 2 235 143 965 1 127 2 250 2016 Rm 19 1 889 130 713 1 046 1 908 Refer to note I2.2.1 for the classification of investment securities in terms of the fair-value hierarchy. F2 Investments in private-equity associates, associate companies and joint arrangements Accounting policy Associates An associate is an entity over which the group has the ability to exercise significant influence, but not control or joint control, through participation in the financial and operating policy decisions of the entity. This is generally demonstrated by the group holding in excess of 20%, but no more than 50%, of the voting rights. The group’s share of postacquisition profit or loss and postacquisition movements in other comprehensive income are recognised in the income statement and OCI, respectively. The group applies the equity method of accounting from the date significant influence commences until the date significant influence ceases (or the associate is classified as held for sale), ie when the group’s share of losses exceeds the carrying amount of the associate, the carrying amount is reduced to nil, inclusive of any long-term debt outstanding. The recognition of further losses is discontinued, except to the extent that the group has incurred legal or constructive obligations, or guaranteed obligations, in respect of the associate. In applying the equity method the investor should use the financial statements of the associate as of the same date as the financial statements of the investor unless it is impracticable to do so. If it is impracticable, the most recent available financial statements of the associate or joint venture should be used, with adjustments made for the effects of any significant transactions or events occurring between the accounting period ends. However, the difference between the reporting date of the associate and that of the investor cannot be longer than three months. Where an entity within the group transacts with an associate of the group, unrealised profits and losses are eliminated to the extent of the group’s interest in the associate, but only to the extent that there is no evidence of impairment. At each reporting date the group determines whether there is objective evidence that the investments in associates are impaired. Objective evidence of impairment for an associate investment includes information about significant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in which the issuer operates, and indicates that the cost of the associate investment may not be recovered. A significant or prolonged decline in the fair value of an associate investment below its cost is also considered objective evidence of impairment. The carrying amounts of such investments are then reduced to recognise any impairment by applying the impairment methodology described in note G. Investments in associates that are held with the intention of disposing thereof within 12 months are accounted for and classified as non-current assets held for sale in accordance with the methodology described in H2. Nedbank Limited – Annual Report 2017 65 F2 Investments in private-equity associates, associate companies and joint arrangements (continued) Accounting policy (continued) Joint arrangements Joint arrangements are those entities over which the group has joint control, established by contractual agreements requiring unanimous consent for decisions about relevant activities that significantly affect the returns of the arrangements. They are classified as either joint operations or joint ventures, depending on the contractual rights and obligations of the investor, and are accounted for as follows: ■ Joint operation – when the group has rights to the assets, and obligations for the liabilities, relating to an arrangement, it accounts for its assets, liabilities and transactions, including its share of those held or incurred jointly, in relation to the joint operation, in accordance with the applicable IFRS. ■ Joint venture – when the group has rights only to the net assets of the arrangement, it accounts for its interest using the equity method as described in the associates’ accounting policy. Common control transactions Transactions in which combining entities are controlled by the same party or parties before and after the transaction, and where that control is not transitory, are referred to as common control transactions. The group’s accounting policy for the acquiring entity is to account for the transaction at book values as reflected in the consolidated financial statements of the selling entity. The excess of the cost of the transaction over the acquirer’s proportionate share of the net assets value acquired in common control transactions, will be allocated to the common control reserve in equity. Associate companies and joint ventures held by venture capital divisions Where the group has an investment in an associate or joint-venture company held by a venture capital division, whose primary business is to purchase and dispose of minority stakes in entities, the investment is classified as designated at fair value through profit or loss, as the divisions are managed on a fair-value basis. Changes in the fair value of these investments are recognised in non-interest revenue in profit or loss in the period in which they occur. 66 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December F2.1 Movement in carrying amount Carrying amount at beginning of year Share of associate companies’ and joint arrangements’ losses after taxation for the current year Net movement of associate companies and joint arrangements at cost¹ Fair-value movements Carrying amount at end of year F2.2 Analysis of carrying amount Associate investments – on acquisition: Net asset value Share of retained earnings since acquisition Fair-value movements ¹ These amounts include movements due to acquisitions and disposals. 2017 Rm 2016 Rm 2 575 1 400 (96) 792 6 (20) 921 274 3 277 2 575 2 662 (77) 692 3 277 1 870 19 686 2 575 Nedbank Limited – Annual Report 2017 67 F2 Investments in private-equity associates, associate companies and joint arrangements (continued) F2.3 Analysis of investments in private-equity associates, associate companies and joint arrangements Percentage holding Carrying amount to/(from) associates Dividends received Campuskey Proprietary Limited Nature of activities Property development Masingita Property Investment Holdings Proprietary Limited Property development Quintado 126 Proprietary Limited Other individually immaterial associates1 Private-equity associates (manufacturing, industrial, leisure and other) Private-equity associates (property investment associates) Property development Other Individually immaterial joint arrangements1 Various Various 2017 % 20 35 25 2016 % 20 35 25 Measure- ment Acquisition method date Year-end Fair value Fair value Fair value Dec 15 Aug 05 Dec 13 Feb Feb Jun Fair value Fair value Equity- accounted All investments in associate companies and joint arrangements are unlisted. Unless otherwise stated, all entities are domiciled and incorporated in SA. The group has the same proportion of voting rights as its proportion of ownership interest, unless stated otherwise, and has not incurred any contingent liabilities with regard to the associates or joint arrangements listed above. No significant judgement or assumptions were applied in concluding that the group has significant influence over the associates mentioned above or that the group has joint control over the joint arrangements mentioned above. ¹ Represents various investments that are not individually material. Group Net indebtedness of loans 2017 Rm 140 289 109 643 1 592 224 280 3 277 2016 Rm 108 279 93 601 1 147 225 122 2 575 2017 Rm 64 136 367 1 211 2016 Rm 13 98 117 191 909 2017 Rm 2016 Rm 165 23 23 133 288 2 066 127 1 455 188 156 68 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December F2 Investments in private-equity associates, associate companies and joint F2.3 Analysis of investments in private-equity associates, associate companies and joint arrangements (continued) arrangements Campuskey Proprietary Limited Masingita Property Investment Holdings Proprietary Limited Property development Nature of activities Property development Property development Quintado 126 Proprietary Limited Other individually immaterial associates1 Private-equity associates (manufacturing, industrial, leisure and other) Private-equity associates (property investment associates) Other Individually immaterial joint arrangements1 Various Various Percentage holding 2017 % 20 35 25 2016 % 20 35 25 All investments in associate companies and joint arrangements are unlisted. Unless otherwise stated, all entities are domiciled and incorporated in SA. The group has the same proportion of voting rights as its proportion of ownership interest, unless stated otherwise, and has not incurred any contingent liabilities with regard to the associates or joint arrangements listed above. No significant judgement or assumptions were applied in concluding that the group has significant influence over the associates mentioned above or that the group has joint control over the joint arrangements mentioned above. ¹ Represents various investments that are not individually material. Acquisition date Year-end Dec 15 Aug 05 Dec 13 Feb Feb Jun Measure- ment method Fair value Fair value Fair value Fair value Fair value Equity- accounted Carrying amount Net indebtedness of loans to/(from) associates Dividends received Group 2017 Rm 140 289 109 643 1 592 224 280 3 277 2016 Rm 108 279 93 601 1 147 225 122 2 575 2017 Rm 64 136 367 1 211 2016 Rm 13 98 117 191 909 2017 Rm 2016 Rm 165 23 23 133 288 2 066 127 1 455 188 156 Nedbank Limited – Annual Report 2017 69 F3 Investments in subsidiary companies and related disclosure Accounting policy Subsidiary undertakings and consolidated structured entities Subsidiary undertakings are those entities, including unincorporated entities such as trusts and partnerships, that are controlled by the group. The group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The group is considered to have power over an entity when it has existing rights that give it the current ability to direct the relevant activities of the entity. The group is exposed, or has rights, to variable returns from its involvement with the entity when the investor’s returns from its involvement have the potential to vary as a result of the entity’s performance. The group considers all facts and circumstances relevant to its involvement with an entity to evaluate whether control exists. The group assesses any changes to the facts and circumstances relevant to the entity and reassesses the consolidation requirements on a continuous basis. The consolidated financial statements include the assets, liabilities and results of the company plus subsidiaries, including consolidated structured entities from the date control is established until the date that control ceases. Intragroup balances, transactions, income and expenses, and profits and losses are eliminated in preparation of the consolidated financial statements. Unrealised losses are not eliminated to the extent that they provide objective evidence of impairment. Subsidiaries include structured entities that are designed so that their activities are not governed by way of voting rights. In assessing whether the group has power over such investees, in which it has an interest, the group considers factors such as the purpose and design of the investee, its practical ability to direct the relevant activities of the investee, the nature of its relationship with the investee, and the size of its exposure to the variability of returns of the investee. Sponsored entities Where the group does not have an interest in an unconsolidated structured entity, the group will assess whether it sponsors the specific structured entity. The group will sponsor such an entity by assessing whether the group led the formation of the entity, the name of the group is associated with the name of the entity or it provides certain implicit guarantees to the entity in question. Company Investments in group companies are accounted for at cost less impairment losses in the separate financial statements. The carrying amounts of these investments are reviewed annually and impaired, when necessary, by applying the impairment methodology described in note G. Acquisitions and disposals of stakes in group companies Acquisitions of subsidiaries (entities acquired) and businesses (assets and liabilities acquired) are accounted for using the acquisition method. The cost of a business combination is measured as the aggregate of the fair values (at the acquisition date) of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. Where the cost of acquisition includes any asset or liability resulting from a contingent consideration arrangement, that asset or liability is measured at the acquisition date fair value. Subsequent changes in such fair values are accounted for in accordance with IAS 39, either in profit or loss or OCI. Changes in the fair value of a contingent consideration that has been classified as equity are not recognised. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3: Business Combinations are recognised at their fair value at the date of acquisition, except: ■ deferred taxation assets or liabilities, which are recognised and measured in accordance with IAS 12: Income Taxes, and liabilities or assets related to employee benefit arrangements, which are recognised and measured in accordance with IAS 19: Employee Benefits; ■ liabilities or equity instruments that relate to the replacement, by the group, of an acquiree’s share-based payment awards, which are measured in accordance with IFRS 2: Share-Based Payments; and ■ assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5: Non-Current Assets Held for Sale and discontinued operations, which are measured in accordance with that standard. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the group reports provisional amounts for the items for which the accounting is incomplete. Where provisional amounts were reported, these are adjusted during the measurement period (see below). Additional assets or liabilities are recognised to reflect any new information obtained about the facts and circumstances that existed at the date of acquisition, which, if known, would have affected the amounts recognised on that date. 70 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Accounting policy (continued) The measurement period is the period from the date of acquisition to the date the group receives complete information about the facts and circumstances that existed at the acquisition date. This measurement period is subject to a maximum of one year after the acquisition date. Where a business combination is achieved in stages, the group’s previously held interests in the acquired entity are remeasured to fair value at the acquisition date on the date the group attains control, and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in OCI are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to the acquisition, non-controlling interests consist of the amount attributed to such interests at initial recognition and the non-controlling interest’s share of changes in equity since the date of the combination. The difference between the proceeds from the disposal of a subsidiary, the fair value of any retained investment and its carrying amount at the date of disposal, including the cumulative amount of any exchange differences recognised in the statement of changes in equity that relate to the subsidiary, is recognised as a gain or loss on the disposal of the subsidiary in the group profit or loss for the period. All changes in the group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions (transactions with owners). Any difference between the amount by which the non-controlling interests are increased or decreased and the fair value of the consideration paid or received is recognised directly in equity and attributed to the group. Investments in foreign operations Nedbank Limited’s presentation currency is SA rand. The assets and liabilities, including goodwill and fair-value adjustments, of group entities (including equity-accounted associates) that have functional currencies other than that of the company (SA rand) are translated at the closing exchange rate. Income and expenses are translated using the average exchange rate for the period. The differences that arise on translation of these entities are recognised in other comprehensive income in the statement of comprehensive income. The cumulative exchange differences are recognised as a separate component of equity and are represented by the balance in the foreign currency translation reserve. On disposal of a foreign operation the cumulative amount in the foreign currency translation reserve related to that operation is transferred to profit or loss for the period when the gain or loss on the disposal of the foreign operation is recognised. The primary and major determinants for non-rand functional currencies are the economic factors that determine the sales price for goods and services as well as costs. Additional supplementary factors to be considered are funding, autonomy and cashflows. Key assumptions concerning the future and key sources of estimation Derecognition The group enters into transactions that may result in the derecognition of certain financial instruments. Judgement is applied as to whether these financial instruments are derecognised from the group’s statement of financial position. Nedbank Limited – Annual Report 2017 71 Investments in subsidiary companies and related disclosure (continued) F3 F3.1 Analysis of investments in subsidiary companies Non-banking companies² Depfin Investments Proprietary Limited Nedcor Trade Services Limited (Mauritius) Nedcor Investments Limited Group Issued capital Effective holding 2017 Rm ¹ 4 28 2016 Rm ¹ 4 28 2017 Rm 100 100 100 2016 Rm 100 100 100 ¹ ² Represents amounts less than R1m. These entities are free of any restrictions imposed on the distribution of funds, save for compliance with any local regulations. Unless otherwise stated, all entities are domiciled in SA. Unless otherwise stated, the financial statements of the subsidiaries used in the preparation of consolidated financial statements are as of the same date or same period as that of the consolidated financial statements. Unless otherwise stated, there are no significant restrictions (eg statutory, contractual and regulatory restrictions) on the group’s ability to access or use the assets and settle the liabilities of the group. Headline earnings from subsidiaries (after eliminating intercompany transactions) Aggregate headline earnings attributable to equity holders Aggregate headline losses attributable to equity holders 2017 Rm 2016 Rm 11 348 10 160 (37) 11 311 (17) 10 143 General information required in terms of the Companies Act, 71 of 2008, is detailed in respect of only those subsidiaries where the financial position or results are material to the group. It is considered that the disclosure in these statements of such information in respect of the remaining subsidiaries would entail expenses out of proportion to the value to members. Other subsidiaries consist of nominees, property-owning and financial holding companies acquired in the course of lending activities. Nedbank Group Limited will ensure that, except in the case of political risk, and unless specifically excluded by public notice in a country where a subsidiary is domiciled, its banking subsidiaries, and its principal non-banking subsidiaries, are able to meet their contractual liabilities. F3.2 Material non-controlling interests Nedbank’s shareholding in Nedbank (Swaziland) Limited was distributed as a dividend in specie to Nedbank Group Limited on 1 June 2017. The value of the dividend in specie was equal to the carrying amount of the investments distributed of R451m at 1 June 2017. This has been recognised in the statement of changes in equity in the distribution of subsidiaries to shareholder line. As a result of this distribution Nedbank (Swaziland) Limited’s financial position, comprehensive income, cashflows and other financial information are disclosed in the Nedbank Group Limited consolidated financial statements for the year ended 31 December 2017. 72 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Interests in structured consolidated and unconsolidated structured entities F4 F4.1 Consolidated structured entities The group holds certain interests in consolidated structured entities in order to ringfence certain risks and/or achieve specific objectives. Structured entities are entities that have been designed so that voting rights are not the predominant factor in deciding who controls the entity. The group has identified the following consolidated structured entities: ■ Old Mutual Alternative Risk Transfer Fund (OMART) (refer to note H1) ■ Securitisation vehicles (refer to note F5) Greenhouse Funding (RF) Limited Greenhouse Funding III (RF) Limited Precinct Funding 1 (RF) Limited Precinct Funding 2 (RF) Limited The following judgements have been applied in determining that the group has control over the following structured entities: SECURITISATION The group originated and sponsors certain securitisation vehicles and acts in various capacities with regard to these structures. The group controls these entities and has consolidated these structures since its inception. These securitisation structures include the following: Securitisation vehicles consist of the residential mortgage-backed securitisation programmes Greenhouse Funding (RF) Limited and Greenhouse Funding III (RF) Limited and the commercial-mortgage-backed securitisation (CMBS) programmes Precinct Funding 1 (RF) Limited and Precinct Funding 2 (RF) Limited. The activities of these vehicles are predetermined and restricted in terms of the programme documentation established at its inception. The group does, however, exercise some discretion in its decisionmaking, which includes the selection and transfer of assets and the management of defaulted assets. Through the provision of administration services, the interest rate hedge and credit enhancement Nedbank Limited has rights to the residual return of the vehicle. The group has concluded that it controls these entities. The group has set up securitisation vehicles that acquire the rights, title, interest and related security of commercial and residential mortgage bonds from Nedbank Limited. The creation of the these vehicles facilitated the group having appropriately collaterised instruments that can be pledged against the group’s committed liquidity facility provided by SARB, if required. The group has concluded that it controls these entities. Refer to note F5 for further information on the securitisation activities of the group. Nedbank Limited – Annual Report 2017 73 F5 Securitisations Accounting policy The group securitises various consumer and commercial financial assets, generally resulting in the sale of these assets to structured entities, which in turn issue securities to investors. Interests in the securitised financial assets may be retained in the form of senior or subordinated tranches or other residual interests (retained interests). Key assumptions concerning the future and key sources of estimation The group sponsors the formation of structured entities primarily for the purpose of securitising financial assets for funding diversification purposes and to add flexibility in mitigating structural liquidity risk. Where it is difficult to determine whether the group controls a structured entity, the group makes judgements in terms of IFRS about its exposure to the risks and rewards, as well as about its ability to make operational decisions for the structured entity in question. In arriving at judgements these factors are considered both jointly and separately. Active securitisation transactions Nedbank Limited uses securitisation primarily as a funding diversification tool and to add flexibility in mitigating structural liquidity risk. The group currently has four active traditional securitisation transactions: ■ Greenhouse Funding (RF) Limited (’Greenhouse’), a residential-mortgage-backed securitisation programme. ■ Greenhouse Funding III (RF) Limited (’Greenhouse III’), a residential-mortgage-backed securitisation programme. ■ Precinct Funding 1 (RF) Limited (’Precinct Funding 1’), a CMBS programme. ■ Precinct Funding 2 (RF) Limited (’Precinct Funding 2’), a CMBS programme. Synthesis Funding Limited Synthesis primarily invests in long-term-rated bonds and offers capital market funding to SA corporates. These assets are funded through the issuance of short-dated investment-grade commercial paper to institutional investors. During 2017 all the remaining assets were sold and the commercial paper was repaid. As at 31 December 2017 Synthesis’ operations had ceased and the company was dormant. Greenhouse Funding (RF) Limited (’Greenhouse’) Greenhouse was a securitisation vehicle through which the rights, title, interest and related security in respect of residential home loans were acquired from Nedbank Limited under a segregated-series medium-term-note programme. During December 2007 the first Greenhouse transaction was created and R2bn of home loans from Nedbank Limited were securitised. Greenhouse was subsequently restructured and refinanced on 19 November 2012 as a static amortising structure. The proceeds from the refinance of this transaction, through the issuance of new notes and subordinated loans, were utilised to repay the R1,3bn existing notes and subordinated loans on their scheduled maturity, and to acquire additional home loans from Nedbank Limited. The senior notes, which were rated by Moody’s and listed on the JSE, were placed with third-party investors, and the junior notes and subordinated loans retained by the group. The home loans transferred to Greenhouse had continued to be recognised as financial assets held by Nedbank Limited. The maturity of the Greenhouse securitisation transaction was on 25 October 2017. As such all the outstanding notes issued by Greenhouse have been redeemed. Greenhouse Funding III (RF) Limited (’Greenhouse III’) Greenhouse III is a securitisation vehicle through which the rights, title, interest and related security in respect of residential home loans were acquired from Nedbank Limited under a segregated-series medium-term-note programme. Greenhouse III is a residential-mortgage-backed securitisation programme implemented during 2014. Greenhouse III securitised R2bn worth of home loans originated by Nedbank Limited through the issuance of senior notes to the capital market and subordinated notes and a subordinated loan provided by Nedbank Limited. The notes issued by Greenhouse III are listed on the JSE and rated by Moody’s. The home loans transferred to Greenhouse III continue to be recognised as financial assets held by Nedbank Limited. Greenhouse III makes use of an internal risk management policy, and utilises the Nedbank Group credit risk monitoring process to govern lending activities to external parties. Nedbank Limited provided Greenhouse III with an interest-bearing subordinated loan at the commencement of the programme to provide part of the initial funding. Interest is payable on a quarterly basis, as part of the priority of payments. The full capital amount outstanding plus any accrued interest will be payable in full on the final maturity date, provided that all outstanding notes have been redeemed in full and all secured creditors have been settled. In the Greenhouse III structure Nedbank holds the class D note, amounting to R100m. These notes are subordinated to the higher-ranking notes in terms of the priority of payments. Precinct Funding 1 (RF) Limited (’Precinct Funding 1’) Precinct Funding 1 is a CMBS programme. The originator, seller and servicer of the commercial property mortgage loan portfolio is Nedbank CIB Property Finance, the market leader in commercial property finance in SA. The Precinct Funding 1 CMBS Programme was implemented during 2013. Precinct Funding 1 securitised R2,5bn worth of commercial property loans originated by Nedbank Limited through the issuance of senior notes to the capital market and subordinated notes and a subordinated loan provided by Nedbank Limited. The notes issued by Precinct Funding 1 are listed on the JSE and rated by Moody’s. The class A and class B notes were placed with third-party investors and the junior notes and subordinated loan retained by Nedbank Limited. 74 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December The Precinct Funding 1 structure takes the form of a static pool of small commercial property loans with limited substitution and redraws or further advance capabilities. Precinct Funding 1 makes use of an internal risk management policy and utilises the Nedbank Group Limited credit risk monitoring process to govern lending activities to external parties. The primary measures used to identify, monitor and report on the level of exposure to credit risk include individual loan and loan portfolio ageing and performance analysis, analysis of impairment adequacy ratios, analysis of loss ratio trends and analysis of loan portfolio profitability. The maximum credit exposure to credit risk in respect of the mortgage loans is the balance of outstanding advances before taking into account the value of collateral held as security against such exposures and impairments raised. The collateral held as security for the mortgage asset exposure is in the form of first indemnity bonds over fixed commercial property. Nedbank Limited provided Precinct Funding 1 with an interest-bearing subordinated loan at the commencement of the programme to provide part of the initial funding. Interest is payable on a quarterly basis as part of the priority of payments. The full capital amount outstanding plus any accrued interest will be payable in full on the final maturity date, provided that all outstanding notes have been redeemed in full and all secured creditors have been settled. Nedbank holds the class C and class D notes of Precinct Funding 1 amounting to R87m. These notes are subordinated to the higher-ranking notes in terms of the priority of payments. Precinct Funding 2 (RF) Limited (’Precinct Funding 2’) Precinct Funding 2 is a CMBS programme. The originator, seller and servicer of the commercial property mortgage loan portfolio is Nedbank CIB Property Finance, the market leader in commercial property finance in SA. The Precinct Funding 2 CMBS Programme was implemented during 2017. Precinct Funding 2 securitised R1bn worth of commercial property mortgage loans originated by Nedbank Limited through the issuance of senior notes to the capital market and subordinated notes and a subordinated loan provided by Nedbank Limited. The notes issued by Precinct Funding 2 are listed on the JSE and rated by Moody’s. The class A and class B notes were placed with third-party investors and the junior notes and subordinated loan retained by Nedbank Limited. In comparison to Precinct Funding 1 the Precinct Funding 2 Structure allows for more flexibility to substitute loans. However, loan substitutions are subject to certain portfolio covenants and eligibility criteria. Precinct Funding 2 makes use of an internal risk management policy and utilises the Nedbank Group Limited credit risk monitoring process to govern lending activities to external parties. The primary measures used to identify, monitor and report on the level of exposure to credit risk include individual loan and loan portfolio ageing and performance analysis, analysis of impairment adequacy ratios, analysis of loss ratio trends and analysis of loan portfolio profitability. The maximum credit exposure to credit risk in respect of the mortgage loans is the balance of outstanding advances before taking into account the value of collateral held as security against such exposures and impairments raised. The collateral held as security for the mortgage asset exposure is in the form of first indemnity bonds over fixed commercial property. Nedbank Limited provided Precinct Funding 2 with an interest-bearing subordinated loan at the commencement of the programme to provide part of the initial funding. Interest is payable on a quarterly basis as part of the priority of payments. The full capital amount outstanding plus any accrued interest will be payable in full on the final maturity date, provided that all outstanding notes have been redeemed in full and all secured creditors have been settled. Nedbank holds the class C and class D notes of Precinct Funding 2 amounting to R80m. These notes are subordinated to the higher-ranking notes in terms of the priority of payments. The following table shows the carrying amount of securitised assets, stated at the amount of the group’s continuing involvement, where appropriate, together with the associated liabilities, for each category of asset in the statement of financial position:¹ Rm Loans and advances to clients: – Residential mortgage loans Less: Impairments – Commercial mortgage loans Less: Impairments Other financial assets: – Corporate and bank paper – Other securities – Commercial paper Total 2017 2016 Carrying amount of assets Associated liabilities Carrying amount of assets Associated liabilities 1 321 2 831 3 176 1 462 (5) 1 321 1 350 (23) 982 (3) 203 469 1 283 671 5 130 2 778 2 671 4 459 This table presents the gross balances within the securitisation schemes and does not reflect any eliminations of intercompany and cash balances held by the various securitisation vehicles. ¹ The value of any derivative instruments taken out to hedge any financial asset or liability is adjusted against such instrument in this disclosure. Nedbank Limited – Annual Report 2017 75 F6 Related parties F6.1 Relationship with parent, ultimate controlling party and investees The group’s parent company is Nedbank Group Limited, which holds 100% (2016: 100%) of Nedbank Limited’s ordinary shares. The ultimate controlling party is Old Mutual plc, incorporated in the United Kingdom. Material subsidiaries of the group are identified in note F3.1 and associate companies and joint arrangements of the group are identified in note F2.3. F6.2 Key management personnel compensation Key management personnel are those persons who have authority and responsibility for planning, directing and controlling the activities of the group, directly or indirectly, including all directors of the company and its parent, as well as members of the Executive Committee who are not directors. Compensation paid to the board of directors and compensation paid to other key management personnel, as well as the number of share instruments held, are shown below: Compensation (Rm) 2017 Directors’ fees Remuneration – paid by subsidiaries Short-term employee benefits Gain on exercise of share instruments 2016 Directors’ fees Remuneration – paid by subsidiaries Short-term employee benefits Gain on exercise of share instruments Number of share instruments 2017 Outstanding at the beginning of the year Granted Forfeited Exercised Transferred Outstanding at the end of the year 2016 Outstanding at the beginning of the year Granted Forfeited Exercised Expired Outstanding at the end of the year Key management personnel Directors Total 20 88 49 39 108 17 78 48 30 95 176 103 73 176 172 109 63 172 20 264 152 112 284 17 250 157 93 267 539 664 1 208 100 1 747 764 160 984 303 964 464 948 (18 131) (18 131) (173 215) (329 173) (502 388) (213 846) (213 846) 527 433 950 914 1 478 347 517 704 1 532 489 2 050 193 205 927 480 001 685 928 (91 777) (91 777) (192 368) (555 720) (748 088) 8 401 (156 893) (148 492) 539 664 1 208 100 1 747 764 76 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December F6.3 Related-party transactions Transactions between Nedbank Limited and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between Nedbank Limited and its other related parties are disclosed below. All of these transactions were entered into in the normal course of business. Outstanding balances (Rm) Parent/Ultimate controlling party Deposits owing to Old Mutual Life Assurance Company (SA) Limited Bank accounts owing to Nedbank Group Limited Bank balances owing to Old Mutual Life Assurance Company (SA) Limited Accounts payable to Old Mutual plc Accounts receivable from Old Mutual plc Due from/(Owing to) 2017 2016 (1 350) (205) (6 672) (1 607) (501) (7 993) (54) 1 Net bonds, derivatives and other financial instruments payable to Old Mutual Life Assurance Company Proprietary Limited (1 020) (1 002) Fellow subsidiaries Loan due from other fellow subsidiaries Loans owing to Nedgroup Securities Proprietary Limited Loans due from/(owing to) Nedbank Malawi Limited Loans due/(owing to) from other fellow subsidiaries Deposits owing to Old Mutual Asset Managers (SA) Proprietary Limited Bank balances owing to Old Mutual Asset Managers (SA) Proprietary Limited Deposits due from Nedgroup Securities Proprietary Limited Deposits owing to Syfrets Securities Limited Deposits (owing to)/due from other fellow subsidiaries Bank balances owing to other fellow subsidiaries Deposits owing to Old Mutual subsidiaries1 Bank balances owing to Old Mutual subsidiaries1 Equity derivatives with fellow subsidiaries Forward exchange rate contracts with various fellow subsidiaries Interest rate contracts with various fellow subsidiaries Associates Loans due from associates Deposits owing to associates Bank balances owing to associates Key management personnel Mortgage bonds due from key management personnel Deposits owing to key management personnel Deposits owing to entities under the influence of key management personnel Bank balances due from key management personnel Bank balances owing to key management personnel Bank balances owing to entities under the influence of key management personnel Key management personnel – directors Key management personnel – other Share-based payments reserve Long-term employee benefit plans Bank balances owing to Nedgroup Medical Aid Fund Bank balances owing to Nedgroup Pension Fund Bank balances and deposits owing to other funds 381 4 590 19 1 813 14 (989) (650) (3 254) (8 692) (2 758) (2) (4) 2 2 066 (168) (39) 20 (16) (127) 3 (9) (103) (41) (86) (127) (2) (43) 427 7 103 (76) (13 722) (55) (2) 58 (12 654) 1 466 (3 235) (9 754) (2 833) (99) 89 (27) 1 455 (60) (1) 20 (4) (103) 3 (8) (43) (39) (103) (142) (2) (64) (1 619) (2 390) ¹ Previously disclosed in the Nedbank Group Limited consolidated financial statements only. 2016 comparative information has been restated. Nedbank Limited – Annual Report 2017 77 F6 Related parties (continued) F6.3 Related-party transactions (continued) Transactions (Rm) Parent/Ultimate controlling party Interest expense to Old Mutual Life Assurance Company Proprietary Limited Dividend declared to Nedbank Group Limited Fellow subsidiaries Interest income from Old Mutual Asset Managers (SA) Proprietary Limited Interest income from Old Mutual subsidiaries1 Interest expense to Old Mutual subsidiaries1 Interest income from fellow subsidiaries Interest income from Syfrets Securities Limited Interest income from Nedgroup Securities Proprietary Limited Interest expense to Syfrets Securities Limited Interest expense to other fellow subsidiaries Interest expense to Old Mutual Asset Managers (SA) Proprietary Limited Interest expense to Nedgroup Securities Proprietary Limited Management fee income from fellow subsidiaries2 Management fee expense to fellow subsidiaries2 Fees received for provision of information technology services Associates Interest income from associates Interest expense to associates Key management personnel Interest income from key management personnel Interest income from entities under the influence of key management personnel Interest expense to key management personnel Interest expense to entities under the influence of key management personnel The share-based payments charge in respect of the entities that are participants in the Nedbank Eyethu BEE schemes and key management personnel is detailed below: Key management personnel – other Share-based payments expense (included in BEE transaction expenses) Key management personnel – directors Key management personnel – other Share-based payments expense (included in staff costs) Income/(Expense) 2017 2018 (547) (3 050) (468) (2 300) 38 59 (1 131) 135 306 4 (1 011) (435) (1) 444 (83) 167 2 (14) 2 132 (2) (82) 1 1 (24) (27) (51) 28 57 (866) 122 203 5 (893) (169) (2) (17) 355 (69) 125 (8) 2 111 (2) (58) (2) (2) (26) (45) (71) ¹ ² Previously disclosed in the Nedbank Group Limited consolidated financial statements only. 2016 comparative information has been restated. Management fee income from fellow subsidiaries includes fees for transactional banking services to Old Mutual to the value of R137m previously not included in this analysis. 2016 comparative information has been restated accordingly. 78 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Long-term employee benefit plans Interest expense to Nedgroup Pension Fund Interest expense to other funds The Nedbank Group Pension Fund has an insurance policy (Optiplus policy) with a fellow subsidiary, Old Mutual Life Assurance Company (SA) Limited, in respect of its pension plan obligations. Nedbank Limited has an insurance policy (Symmetry policy) with a fellow subsidiary, Old Mutual Life Assurance Company (SA) Proprietary Limited, in respect of its postretirement medical aid obligations. The group has an interest in the OMART cell captive within a fellow subsidiary in respect of its disability plan obligations. The value of this policy and this interest are shown as reimbursement rights, with a corresponding liability. In the case of the interest in the cell captive the group recognises the surplus in the cell captive. The amounts included in the financial statements in respect of this policy and this interest are as follows: Optiplus policy reimbursement right Symmetry policy reimbursement right OMART policy reimbursement right (note H1.1) Included in long-term employee benefit assets Optiplus policy obligation Postretirement medical aid obligation Disability obligation Income/(Expense) 2017 2016 (1) (161) (1) (204) 765 1 440 618 2 823 (765) (1 440) (454) 784 1 342 571 2 697 (784) (1 342) (408) Included in long-term employee benefit liabilities (2 659) (2 534) SECTION G: GENERIC ASSETS Accounting policy Impairment (all assets other than financial assets, deferred taxation assets and investment property) The group assesses all assets (other than financial assets, deferred taxation assets and investment property) for indications of impairment or the reversal of a previously recognised impairment at each reporting date. These impairments (where the carrying amount of an asset exceeds its recoverable amount), or the reversal of a previously recognised impairment, are recognised in profit or loss for the period. Intangible assets not yet available for use are tested, at least annually, for impairment. The recoverable amount of an asset is the higher of its fair value less cost to sell and its VIU. The fair value less cost to sell is determined by ascertaining the current market value of an asset and deducting any costs related to the realisation of the asset. In assessing VIU the expected future pretax cashflows from the asset are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset, the cashflows of which are largely dependent on those of other assets, the recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs. A previously recognised impairment loss will be reversed if the recoverable amount increases as a result of a change in the estimates used previously to determine the recoverable amount, but not to an amount higher than the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment loss been recognised in prior periods. Borrowing costs Borrowing costs directly attributable to the acquisition, construction and production of qualifying assets are capitalised as part of the costs of these assets. Qualifying assets are assets that necessarily take a substantial period of time to prepare for their intended use or sale. Capitalisation of borrowing costs continues up to the date when the assets are substantially ready for their use or sale. All other borrowing costs are expensed in the period in which they are incurred. Borrowing costs capitalised are disclosed in the notes by asset category and are calculated at the group’s average funding cost, except to the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset. Where this occurs, actual borrowing costs incurred, less any investment income on the temporary investment of those borrowings, are capitalised. Nedbank Limited – Annual Report 2017 79 G1 Property and equipment Accounting policy Items of property and equipment are initially recognised at cost if it is probable that any future economic benefits associated with the items will flow to the group and they have a cost that can be measured reliably. Subsequent expenditure is capitalised to the carrying amount of items of property and equipment if it is measurable and it is probable that it increases the future economic benefits associated with the asset. All other expenses are recognised in profit or loss as an expense when incurred. Subsequent to initial recognition, computer equipment, vehicles and furniture and other equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Land and buildings, the fair values of which can be reliably measured, are carried at revalued amounts, being the fair value at the date of revaluation less any subsequent accumulated depreciation and impairment losses. Revaluation increases are credited directly to other comprehensive income and presented in equity under the heading ’Revaluation reserve’. However, revaluation increases are recognised in profit or loss to the extent that they reverse a revaluation decrease of the same asset previously recognised in profit or loss. Revaluation decreases are recognised in profit or loss. However, decreases are debited directly to equity to the extent of any credit balance existing in the revaluation surplus in respect of the same asset. Land and buildings are revalued on the same basis as investment properties. Depreciation Each part of an item of property and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. Items of property and equipment that are classified as held for sale in terms of IFRS 5: Non-current Assets Held for Sale and Discontinued Operations are not depreciated. The depreciable amounts of property and equipment are recognised in profit or loss on a straight-line basis over the estimated useful lives of the items of property and equipment, unless they are included in the carrying amount of another asset. The useful lives, residual values and depreciation methods for property and equipment are assessed and adjusted (where required) on an annual basis. On revaluation any accumulated depreciation at the date of the revaluation is eliminated against the gross carrying amount of the item concerned and the net amount restated to the revalued amount. Subsequent depreciation charges are adjusted based on the revalued amount and residual values. Any difference between the depreciation charge on the revalued amount and that which would have been charged under historic cost is transferred net of any related deferred taxation between the revaluation reserve and retained earnings as the property is utilised. Land is not depreciated. The maximum initial estimated useful lives are as follows: Computer equipment Motor vehicles Fixtures and furniture Leasehold property Significant leasehold property components Freehold property Significant freehold property components 5 years 6 years 10 years 20 years 10 years 50 years 5 years Derecognition Items of property and equipment are derecognised on disposal or when no future economic benefits are expected from their use or disposal. The gain or loss on derecognition is recognised in profit or loss and is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item. On derecognition any surplus in the revaluation reserve in respect of an individual item of property and equipment is transferred directly to retained earnings in the statement of changes in equity. Compensation from third parties for items of property and equipment that were impaired, lost or given up is included in profit or loss when the compensation becomes receivable. 80 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Accounting policy (continued) Leases THE GROUP AS LESSEE Leases in respect of which the group bears substantially all risks and rewards incidental to ownership are classified as finance leases. Finance leases are capitalised at the commencement of the lease at the lower of the fair value of the lease property and the present value of the minimum lease payments. Directly attributable costs incurred by the group, such as commission paid, are added to the carrying amount of the asset. Each lease payment is allocated between the liability and finance charges to achieve a constant periodic rate of interest on the balance outstanding. Contingent rentals are expensed in the period they are incurred. The depreciation policy for leased assets is consistent with that of depreciable assets owned. If the group does not have reasonable certainty that it will obtain ownership of the leased asset by the end of the lease term, the asset is depreciated over the shorter of the lease term and its useful life. Leases that are not classified as finance leases are classified as operating leases. Payments made under operating leases, net of any incentives received from the lessor, are recognised in profit or loss on a straight-line basis over the term of the lease. When another systematic basis is more representative of the time pattern of the user’s benefit, then that method is used. THE GROUP AS LESSOR Where assets are leased out under a finance lease arrangement, the present value of the lease payments is recognised as a receivable and is included under loans and advances in the statement of financial position. Initial direct costs are included in the initial measurement of the receivable. The difference between the gross receivable and unearned finance income is recognised under loans and advances in the statement of financial position. Finance lease income is allocated to accounting periods to reflect a constant periodic rate of return on the group’s net investment outstanding in respect of the leases. Assets leased out under operating leases are included under property and equipment in the statement of financial position. Initial direct costs incurred in negotiating and arranging the lease are added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as the rental income. Leased assets are depreciated over their expected useful lives on a basis consistent with similar assets. Rental income, net of any incentives given to lessees, is recognised on a straight-line basis over the term of the lease. When another systematic basis is more representative of the time pattern of the user’s benefit, then that method is used. RECOGNITION OF LEASE OF LAND Leases of land and buildings are classified as operating or finance leases in the same way as leases of other assets. However, when a single lease covers both land and a building, the minimum lease payments at the inception of the lease (including any upfront payments) are allocated between the land and the building in proportion to the relative fair values of the respective leasehold interests. Any upfront premium allocated to the land element that is normally classified as an operating lease represents prepaid lease payments. These payments are amortised over the lease term in accordance with the time pattern of benefits provided. If the lease payments cannot be allocated reliably between these two elements, the entire lease is classified as a finance lease, unless it is clear that both elements are operating leases. Nedbank Limited – Annual Report 2017 81 G1 Property and equipment (continued) Land Buildings Computer equipment equipment Vehicles Total Furniture and other Gross carrying amount Balance at 1 January Acquisitions Increases arising from revaluations¹ Transfers to non-current assets held for sale Disposals Write-off of accumulated depreciation on revaluations Effect of movements in foreign exchange rates and other movements Balance at 31 December Accumulated depreciation and impairment losses Balance at 1 January Depreciation charge for the year Transfers to non-current assets held for sale Writeoff of accumulated depreciation on revaluations Disposals Effect of movements in foreign exchange rates and other movements Balance at 31 December Carrying amount At 1 January At 31 December 2017 Rm 2016 Rm 2017 Rm 2016 Rm 825 885 6 254 6 237 8 (65) (7) 761 1 (62) 1 825 – – 825 761 885 825 317 183 (236) (150) (83) (30) 6 255 356 56 (162) (150) (86) 3 6 254 1 521 1 350 381 (25) (83) (92) (25) 1 677 4 733 4 578 368 (7) (86) (103) (1) 1 521 4 887 4 733 ¹ Gains on property revaluations are recognised in profit or loss to the extent that they reverse a revaluation decrease of the same asset previously recognised in profit or loss. Equipment (principally computer equipment, motor vehicles, fixtures and furniture) is stated at cost less accumulated depreciation and impairment losses. Land and buildings are recognised at the revalued amount, which is based on external valuations obtained every three years on a rotation basis for all properties in accordance with the group’s accounting policy. The valuers are members or associates of the Institute of Valuers (SA) or a local equivalent in the case of foreign subsidiaries. An annual internal review is also done on those properties not subject to external valuation. The carrying amount of properties is the fair value as determined by the valuers less subsequent accumulated depreciation and impairment losses. Adjustments in the valuation of the properties are recorded in the revaluation reserve, which is amortised over the remaining useful life of the property. In determining the fair value of properties the following factors are considered: 2017 Rm 4 646 652 2016 Rm 3 895 895 2017 Rm 2 388 359 2017 Rm 2016 Rm 2017 Rm 2016 Rm 28 6 27 5 (138) (139) (72) (76) (1) (4) (74) (5) 5 086 4 646 2 865 701 2 405 599 (48) 3 382 1 781 1 704 (2) 2 865 1 490 1 781 (131) 2 544 1 540 234 (92) 1 623 848 921 (136) (137) (59) (70) (3) 30 18 3 (1) (2) 18 10 12 19 3 (4) 18 8 10 (245) (15) 28 14 676 14 141 14 141 1 334 191 (301) (361) (83) 5 944 1 319 (25) (83) (288) (167) 6 700 8 197 7 976 13 296 1 482 57 (224) (369) (86) 5 182 1 181 (7) (86) (314) (12) 5 944 8 114 8 197 2016 Rm 2 252 226 (14) 2 388 1 408 211 (9) 1 540 844 848 Type of property Valuation method Significant inputs Parameters 2017 Rm 2016 Rm 2017 Rm 2016 Rm Commercial property Residential property Total land and buildings Market-comparable approach and discounted cashflow Market comparable approach and replacement value Income capitalisation rates (2016: 8,0%–13,5%) 756 820 4 568 4 723 8,0%–13,0% Price per square metre 5 761 5 825 10 4 578 10 4 733 In accordance with IFRS 13: Fair Value Measurement the measurement of the group’s properties are considered to be recurring. Recurring fair-value measurements are those that IFRS requires or permits to be recognised in the statement of financial position at the end of each reporting period. Furthermore, the group classifies its properties measured at fair value into Level 3 of the fair-value hierarchy. Level 3 fair-value measurements are those that include the use of significant unobservable inputs. In respect of certain properties there are restrictions of title in terms of regulatory restrictions such as servitudes. This does not have a material effect on the ability of the group to transfer these properties. No material plant and equipment have been pledged as security for liabilities. If land and buildings were carried under the cost and not the revaluation model, the carrying amount would have been R2 758m (2016: R3 089m). 82 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December  28 6 27 5 (138) (139) (72) (76) (1) (4) 14 141 1 334 191 (301) (361) (83) 13 296 1 482 57 (224) (369) (86) Vehicles Total 2017 Rm 2016 Rm 2017 Rm 2016 Rm G1 Property and equipment (continued) Land Buildings Computer equipment Furniture and other equipment 2017 Rm 4 646 652 2016 Rm 3 895 895 2017 Rm 2 388 359 2016 Rm 2 252 226 Gross carrying amount Balance at 1 January Acquisitions Increases arising from revaluations¹ Transfers to non-current assets held for sale Disposals Write-off of accumulated depreciation on revaluations Effect of movements in foreign exchange rates and other movements Balance at 31 December Accumulated depreciation and impairment losses Balance at 1 January Depreciation charge for the year Transfers to non-current assets held for sale Writeoff of accumulated depreciation on revaluations Effect of movements in foreign exchange rates and other Disposals movements Balance at 31 December Carrying amount At 1 January At 31 December recognised in profit or loss. 2017 Rm 2016 Rm 2017 Rm 2016 Rm 825 885 6 254 6 237 8 (65) (7) 761 1 (62) 1 825 – – 825 761 885 825 1 521 1 350 317 183 (236) (150) (83) (30) 6 255 381 (25) (83) (92) (25) 1 677 4 733 4 578 356 56 (162) (150) (86) 3 6 254 368 (7) (86) (103) (1) 1 521 4 887 4 733 ¹ Gains on property revaluations are recognised in profit or loss to the extent that they reverse a revaluation decrease of the same asset previously Equipment (principally computer equipment, motor vehicles, fixtures and furniture) is stated at cost less accumulated depreciation and impairment losses. Land and buildings are recognised at the revalued amount, which is based on external valuations obtained every three years on a rotation basis for all properties in accordance with the group’s accounting policy. The valuers are members or associates of the Institute of Valuers (SA) or a local equivalent in the case of foreign subsidiaries. An annual internal review is also done on those properties not subject to external valuation. The carrying amount of properties is the fair value as determined by the valuers less subsequent accumulated depreciation and impairment losses. Adjustments in the valuation of the properties are recorded in the revaluation reserve, which is amortised over the remaining useful life of the property. In determining the fair value of properties the following factors are considered: In accordance with IFRS 13: Fair Value Measurement the measurement of the group’s properties are considered to be recurring. Recurring fair-value measurements are those that IFRS requires or permits to be recognised in the statement of financial position at the end of each reporting period. Furthermore, the group classifies its properties measured at fair value into Level 3 of the fair-value hierarchy. Level 3 fair-value measurements are those that include the use of significant unobservable inputs. In respect of certain properties there are restrictions of title in terms of regulatory restrictions such as servitudes. This does not have a material effect on the ability of the group to transfer these properties. No material plant and equipment have been pledged as security for liabilities. R2 758m (2016: R3 089m). If land and buildings were carried under the cost and not the revaluation model, the carrying amount would have been (74) (5) 5 086 4 646 2 865 701 2 405 599 (131) 2 544 1 540 234 (14) 2 388 1 408 211 (136) (137) (59) (70) (48) 3 382 1 781 1 704 (2) 2 865 1 490 1 781 (92) 1 623 848 921 (9) 1 540 844 848 (3) 30 18 3 (1) (2) 18 10 12 (245) (15) 28 14 676 14 141 19 3 (4) 18 8 10 5 944 1 319 (25) (83) (288) (167) 6 700 8 197 7 976 5 182 1 181 (7) (86) (314) (12) 5 944 8 114 8 197 Type of property Valuation method Significant inputs Parameters 2017 Rm 2016 Rm 2017 Rm 2016 Rm Commercial property Residential property Total land and buildings Market-comparable approach and discounted cashflow Market comparable approach and replacement value Income capitalisation rates 8,0%–13,0% (2016: 8,0%–13,5%) 756 820 4 568 4 723 Price per square metre 5 761 5 825 10 4 578 10 4 733 Nedbank Limited – Annual Report 2017 83 G2 Intangible assets Accounting policy Goodwill Goodwill arises on the acquisition of subsidiaries and is recognised as an asset on the date that control is acquired, being the acquisition date. Goodwill represents the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held equity interest (if any) in the entity over the net fair value of the identifiable net assets recognised. If, after reassessment, the group’s interest in the net fair value of the acquiree’s identifiable net assets exceeds the sum of the consideration transferred plus the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held equity interest (if any), this excess is recognised immediately in profit or loss as a bargain purchase gain. Goodwill is not amortised, but is tested for impairment at least once a year. Any impairment loss is recognised immediately in profit or loss and is not subsequently reversed. On disposal of a subsidiary the goodwill attributable to the subsidiary is included in the determination of the profit or loss on disposal. Goodwill and goodwill impairment Goodwill arises on the acquisition of subsidiaries, associates and joint arrangements. Goodwill is measured at cost less accumulated impairment losses. In respect of equity-accounted investments the carrying amount of goodwill is included in the carrying amount of the investment. Goodwill is allocated to one or more CGUs, being the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Goodwill is allocated to the CGUs in which the synergies from the business combinations are expected. Each CGU containing goodwill is tested annually for impairment. An impairment loss is recognised whenever the carrying amount of an asset or its CGU exceeds its recoverable amount. Impairment losses that are recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to a CGU and then to reduce the carrying amount of the other assets in the CGU on a pro rata basis. However, the carrying amount of these other assets may not be reduced below the highest of its fair value less costs to sell, its value-in-use and zero. Impairment testing procedures The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. The fair value less cost to sell is determined by ascertaining the current market value of an asset (or the CGU) and deducting any costs related to the realisation of the asset. In assessing value-in-use the expected future cashflows from the CGU are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the particular CGU. Impairment losses relating to goodwill are not reversed and all impairment losses are recognised in capital and non-trading items for the period. Computer software and development costs (not yet commissioned) Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, and expenditure on internally generated goodwill and brands are recognised as an expense in profit or loss for the period. If costs can be reliably measured and future economic benefits are available, expenditure on computer software and other development activities, whereby set procedures and processes are applied to a project for the production of new or substantially improved products and processes, is capitalised if the computer software and other developed products or processes are technically and commercially feasible and the group has intention and sufficient resources to complete development. The expenditure capitalised includes the cost of materials and directly attributable employee and other direct costs. Computer development expenditure is amortised only once the relevant software is available for use in the manner intended by management. Capitalised software is stated at cost less accumulated amortisation and impairment losses. Amortisation of computer software and development costs is charged to profit or loss on a straight-line basis over the estimated useful lives of these assets, which do not exceed 15 years and are reviewed annually. Subsequent expenditure relating to computer software is capitalised only when it increases the future economic benefits embodied in the specific asset, in its current condition, to which it relates. All other subsequent expenditure is recognised as an expense in the period in which it is incurred. The profit or loss on the disposal of computer software is recognised in non-trading and capital items (in profit or loss). The profit or loss on disposal is the difference between the net proceeds received and the carrying amount of the asset. The amortisation methods and residual values of these intangible assets are reviewed annually. 84 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Key assumptions concerning the future and key sources of estimation Goodwill Management considers at least annually whether the current carrying value of goodwill is to be impaired. The first step of the impairment review process requires the identification of independent CGUs by segmenting the group business into as many largely independent income streams as is reasonably practicable. The goodwill is then allocated to these independent units. The first element of this allocation is based on the areas of the business expected to benefit from the synergies derived from the acquisition. The second element reflects the allocation of the net assets acquired and the difference between the consideration paid for those net assets and their fair value. This allocation is reviewed following business reorganisation. The carrying value of the unit, including the allocated goodwill, is compared with its fair value or VIU to determine whether any impairment exists. If the recoverable amount of a unit is less than its carrying value, goodwill will be impaired. Detailed calculations may need to be carried out, taking into consideration changes in the market in which a business operates (eg competitive activity and regulatory change). In the absence of readily available market price data this calculation is based on discounting expected pretax cashflows at a risk-adjusted interest rate appropriate to the operating unit, the determination of both of which requires the exercise of judgement. The estimation of pretax cashflows is sensitive to the periods for which detailed forecasts are available and to assumptions regarding the long-term sustainable cashflows. While forecasts are compared with actual performance and external economic data, expected cashflows naturally reflect management’s view of future performance. The most significant amount of goodwill relates to Nedbank Limited. The goodwill impairment testing performed in 2016 indicated that none of the goodwill was impaired in the year under review. Management believes that reasonable changes in key assumptions used to determine the recoverable amount of Nedbank Limited’s goodwill would not result in impairment. Intangible assets other than goodwill An internally generated intangible asset, specifically internally developed software generated during the development phase, is recognised as an asset if certain conditions are met. These conditions include technical feasibility, intention to complete the development, ability to use the asset under development and demonstration of how the asset will generate probable future economic benefits. The cost of a recognised internally generated intangible asset comprises all costs directly attributable to making the asset capable of being used as intended by management. Conversely, all expenditures arising during the research phase are expensed as incurred. The decision to recognise internally generated intangible assets requires significant judgement, particularly in the following areas: ■ Evaluation of whether or not activities should be considered research activities or development activities. ■ Assumptions about future market conditions, client demand and other developments. ■ Assessment of whether completing an asset is technically feasible. The term ’technical feasibility’ is not defined in the accounting standards, and therefore requires a group-specific and necessarily judgemental approach. ■ Evaluation of the future ability to use or sell the intangible asset arising from the development and the assessment of probability of future benefits from sale or use. ■ Evaluation of whether or not a cost is directly or indirectly attributable to an intangible asset and whether or not a cost is necessary for completing a development. All intangible assets of the group have finite useful lives. Consequently, the depreciable amount of the intangible assets is allocated on a systematic basis over their useful lives. Judgement is applied to the following: ■ Determining the useful life of an intangible asset, based on estimates regarding the period over which the intangible asset is expected to produce economic benefits to the group. ■ Determining the appropriate amortisation method. Accounting standards require that the straight-line method be used, unless management can reliably determine the pattern in which the future economic benefits of the asset are expected to be consumed by the group. Both the amortisation period and the amortisation method have an impact on the amortisation expenses recorded in each period. In making impairment assessments for the group’s intangible assets, management uses certain complex assumptions and estimates about future cashflows, which require significant judgement and assumptions about future developments. These assumptions are affected by various factors, including changes in the group’s business strategy, internal forecasts and estimation of the group’s weighted-average cost of capital. Due to these factors, actual cashflows and values could vary significantly from the forecast future cashflows and related values derived using the discounted-cashflow method. Nedbank Limited – Annual Report 2017 85 G2 Intangible assets (continued) Rm 2017 Cost Goodwill Software Software development costs Balance at the beginning of the year 1 633 9 709 Acquisitions Development costs commissioned to software Impairment losses1 Disposals and retirements Foreign currency translation and other movements Balance at the end of the year Accumulated amortisation Balance at the beginning of the year Amortisation charge Disposals and retirements Foreign currency translation and other movements Balance at the end of the year Carrying amount At the beginning of the year At the end of the year 2016 Cost Balance at the beginning of the year Acquisitions Development costs commissioned to software Impairment losses1 Disposals and retirements Foreign currency translation and other movements Total 12 919 2 360 – (167) (303) (24) 220 1 259 (109) (306) (19) 3 1 577 2 140 (1 259) (58) (5) 1 636 10 754 2 395 14 785 224 224 1 409 1 412 1 633 6 762 777 (299) (23) 7 217 2 947 3 537 8 361 464 1 084 (89) (105) (6) 5 (2) 3 1 572 2 392 1 299 1 548 (1 084) (56) (130) 6 991 777 (299) (25) 7 444 5 928 7 341 11 293 2 012 – (145) (235) (6) Balance at the end of the year 1 633 9 709 1 577 12 919 Accumulated amortisation and impairment losses Balance at the beginning of the year 224 6 053 135 Amortisation charge Disposals and retirements Foreign currency translation and other movements Balance at the end of the year Carrying amount At the beginning of the year At the end of the year 784 (69) (6) (130) 224 6 762 5 1 409 1 409 2 308 2 947 1 164 1 572 6 412 784 (199) (6) 6 991 4 881 5 928 ¹ Impaired intangible assets consist of projects mainly within the Nedbank Retail and Business Banking Cluster. The main indicators of the impairment of a project are the decommissioning of the project and/or the project not reaching full functionality. When one of these indicators is present, the project is tested for impairment by comparing its recoverable amount with its carrying amount. Where the recoverable amount of a project is lower than its carrying value, the project is impaired. 86 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December G2.1 Analysis of goodwill by segment Nedbank Corporate and Investment Banking Nedbank Retail and Business Banking Other 2017 Rm 776 629 7 1 412 2016 Rm 776 629 4 1 409 Goodwill is allocated to individual CGUs based on business activity. Impairment testing is done on a regular basis by comparing the net carrying value of the CGUs with the estimated VIU. The VIU is determined by discounting estimated future cashflows of each CGU. The discounted-cashflow calculations have been performed using Nedbank’s cost of equity, which is calculated using the Capital Asset Pricing Model. No impairments resulting from impairment testing have been effected for the reporting periods presented. Management regards the useful lives of all CGUs to be indefinite. See note 3 for key assumptions used when assessing goodwill impairment. The VIU of the various CGUs were based on the following assumptions: – Risk-free rate (%) – Beta range – Equity risk premium (%) – Terminal growth rate range (%) – Cashflow projection (years) – Discount rate range (%) Goodwill on a geographical basis relates to SA in total and is as follows: – Carrying amount – Estimated value-in-use1 Net estimated recoverable amounts1 2017 8,59 2016 8,96 0,13–0,74 0,21–0,81 6,00 6,00 0,00–4,60 0,00–6,60 3 4 7,85–13,04 9,39–13,84 2017 Rm 2016 Rm 1 412 52 660 51 248 1 409 77 709 76 300 ¹ During 2017 the group refined its impairment testing methodology to align with best practice. Had the group applied its refined methodology in 2016 the value-in-use would have been estimated as R52 729m. No impairment loss would have been recognised had the group applied the refined methodology in 2016. Nedbank Limited – Annual Report 2017 87 SECTION H: OTHER ASSETS Long-term employee benefits H1 Accounting policy The group operates a number of postemployment defined-benefit and defined-contribution plans for eligible employees. The assets of these plans are generally held in separate trustee-administered funds. These benefits are accounted for in accordance with IAS 19: Employee Benefits. Defined-benefit plans The liability recognised in the statement of financial position in respect of defined-benefit pension plans is the present value of the defined-benefit obligation at the reporting date less the fair value of plan assets. The defined-benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined-benefit obligation is determined by discounting the estimated future cash outflows using yields for government bonds that have maturity dates approximating the terms of the group’s obligations. Gains or losses resulting from remeasurements are recognised immediately in OCI. Remeasurements include actuarial gains and losses, return on plan assets, excluding amounts included in net interest, and the asset ceiling, excluding amounts included in net interest. Current service costs and net interest on the defined-benefit liability are recognised immediately as an expense in profit or loss. Past service costs are recognised in profit or loss on the earlier of the date of the plan amendment or curtailment, and the date the group recognises related restructuring costs. Plan assets are only offset against plan liabilities where they are assets held by long-term employee benefit funds or qualifying insurance policies. Qualifying insurance policies exclude any policies held by the group’s holding or subsidiary companies. Defined-contribution plans Contributions to defined-contribution plans are recognised as an expense in profit or loss in the periods during which services are rendered by employees. Postemployment benefit plans The group provides postretirement medical benefits and disability cover for eligible employees. The non-pension postemployment benefits are accounted for, in accordance with their nature, as either a defined-contribution plan or a defined-benefit plan. Similarly, the expected costs associated with such benefits are accounted for in a manner consistent with their classification. Short-term employee benefits Short-term employee benefits include salaries, accumulated leave payments, bonuses and non-monetary benefits such as medical aid contributions. Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount to be paid under short-term cash bonus plans or accumulated leave if the group has a present, legal or constructive obligation to pay this amount as a result of past services provided by the employee and the obligation can be estimated reliably. Key assumptions concerning the future and key sources of estimation The group provides pension plans for employees. Arrangements for staff retirement benefits vary from country to country and are made in accordance with local regulations and custom. For defined-benefit schemes, including postretirement medical aid schemes, actuarial valuation of each of the scheme’s obligations using the projected-unit credit method and the fair valuation of each of the scheme’s assets are performed annually in accordance with the requirements of IAS 19: Employee Benefits. The actuarial valuation is dependent on a series of assumptions, the key ones being interest rates, mortality, investment returns and inflation. Mortality estimates are based on standard industry and national mortality tables, adjusted where appropriate to reflect the group’s own experience. The returns on fixed-interest investments are set to market yields at the valuation date (less an allowance for risk) to ensure consistency with the asset valuation. The returns on equities are based on the long-term outlook for global equities at the calculation date, having regard to current market yields and dividend growth expectations. The inflation assumption reflects long-term expectations of both earnings and retail price inflation. 88 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December POSTEMPLOYMENT AND OTHER LONG-TERM EMPLOYEE BENEFITS The group has a number of defined-benefit and defined-contribution plans in terms of which it provides pension, postretirement medical aid and long-term disability benefits to employees and their dependants on retirement, death or disability. All eligible employees and former employees are members of trustee-administered or underwritten schemes within the group, financed by company and employee contributions. All SA retirement plans are governed by the Pension Funds Act of 1956. The defined-benefit funds are actuarially valued using the projected-unit credit method. Any deficits are funded to ensure the ongoing financial soundness of the funds. The benefits provided by the defined-benefit schemes are based on years of membership and/or salary levels. These benefits are provided from contributions by employees, the group, and income from the assets of these schemes. The benefits provided by the defined-contribution schemes are determined by the accumulated contributions and investment earnings. At the dates of the latest valuations, the defined-benefit plans were in a sound financial position in terms of section 16 of the Pensions Funds Act. The funds that constitute the assets and liabilities that the group has recognised in the statement of financial position in respect of its defined-benefit plans are listed below. The latest actuarial valuations were performed at 31 December 2017. Post-employment benefits DEFINED-BENEFIT PENSION FUNDS Nedgroup Pension Fund (including the Optiplus policy). Nedbank UK Pension Fund. DEFINED-BENEFIT MEDICAL AID SCHEMES Nedgroup Medical Aid Scheme for Nedbank employees and pensioners. Nedgroup Medical Aid Scheme for past BoE employees and pensioners. Other long-term employee benefits DISABILITY FUND Nedbank Group Disability Fund (including the OMART policy). INSURANCE POLICIES HELD WITH RELATED PARTIES Optiplus (Nedgroup Pension Fund), OMART (Nedbank Group Disability Fund) and PRMA (Symmetry) annuity policies are insurance policies, the proceeds of which can be used only to pay or fund the employee benefits under the specific funds. However, these policies are not qualifying insurance policies in terms of IAS 19: Employee Benefits since they are held with related parties. These rights to reimbursement are therefore recognised as separate assets and in all other respects are treated in the same way as other plan assets. H1.1 Analysis of long-term employee benefit assets and liabilities Rm 2017 Postemployment benefits Other long-term employee benefits – disability fund 2016 Postemployment benefits Other long-term employee benefits – disability fund Notes Assets Liabilities H1.1.1 H1.1.1 5 307 454 5 761 4 633 409 5 042 (2 969) (454) (3 423) (2 919) (409) (3 328) The group’s defined-benefit obligation in terms of the Nedbank Group Disability Fund is recognised together with the fair value of the assets held in OMART. OMART is a structured entity controlled by the group and was established to fund this defined-benefit obligation of R454m (2016: R409m). The value of the OMART asset held by the group is R454m (2016: R409m). Nedbank Limited – Annual Report 2017 89 Rm Long-term employee benefits (continued) H1 H1.1 Analysis of long-term employee benefit assets and Pension and provident funds Medical aid funds Total liabilities (continued) H1.1.1 Net asset/(liability) recognised 2017 Present value of defined-benefit obligation Fair value of plan assets1 Funded status Unrecognised due to paragraph 64 limit Net fund asset2 Net fund liability3 2016 Present value of defined-benefit obligation Fair value of plan assets1 Funded status Unrecognised due to paragraph 64 limit Net fund asset2 Net fund liability3 (4 616) 7 780 3 164 (64) 3 100 3 866 (766) (4 954) 7 485 2 531 (27) 2 504 3 291 (787) (2 203) 1 441 (762) (762) 1 441 (6 819) 9 221 2 402 (64) 2 338 5 307 (2 203) (2 969) (2 133) 1 343 (790) (790) 1 342 (2 132) (7 087) 8 828 1 741 (27) 1 714 4 633 (2 919) ¹ 2 3 In terms of IAS 19: Employee Benefits insurance policies issued by related parties of the reporting entity are excluded from the definition of qualifying insurance policies. The fair value of plan assets includes non-qualifying insurance policies for pension funds to the value of R765m (2016: R784m) and for medical aid to the value of R1 441m (2016: R1 342m). The pension and provident fund net asset refers to the sum of pension and provident funds with a net positive fund value of R3 101m (2016: R2 507m) plus non-qualifying insurance policies taken on the funds of R765m (2016: R784m). The medical aid fund net asset refers to non-qualifying insurance policies taken on the fund of R1 441m (2016: R1 342m). The pension and provident fund net liability refers to the sum of pension and provident funds with a net negative fund value of R2m (2016: Rnil) plus the obligation on non-qualifying insurance policies of R764m (2016: R787). The medical aid fund net liability refers to the sum of medical aid funds with a negative fund value of R762m (2016: R790m) plus the obligation on non-qualifying insurance policies of R1 441m (2016: R1 342m). H1.1.2 Postemployment benefits Present value of obligation Fair value of plan asset Surplus/ (Deficit) Unrecognised due to paragraph 64 limit Net asset/ (liability) Rm Analysis of postemployment benefit assets and liabilities 2017 Pension funds Nedgroup Fund Nedbank UK Fund Medical aid funds Nedgroup scheme for Nedbank employees Nedgroup scheme for BoE employees Total 2016 Pension funds Nedgroup Fund Nedbank UK Fund Other funds Medical aid funds Nedgroup scheme for Nedbank employees Nedgroup scheme for BoE employees 4 616 4 248 368 2 203 2 068 135 6 819 4 954 4 370 381 203 2 133 1 996 137 7 780 7 350 430 1 441 1 441 3 164 3 102 62 (762) (627) (135) (64) (64) – 3 100 3 102 (2) (762) (627) (135) 9 221 2 402 (64) 2 338 7 485 6 876 404 205 1 343 1 343 2 531 2 506 23 2 (790) (653) (137) 1 741 (27) (23) (4) – (27) 2 504 2 506 – (2) (790) (653) (137) 1 714 Total 7 087 8 828 90 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Rm Present value of defined-benefit obligation 2017 Balance at the beginning of the year Current service cost Interest cost Contributions by plan participants Actuarial losses¹ Benefits paid Impact of foreign currency exchange rate changes Transfer of Nedbank (Swaziland) Limited and Nedbank (Lesotho) Limited to Nedbank Group Limited Balance at the end of the year 2016 Balance at the beginning of the year Current service cost Past service cost – vested benefit Interest cost Contributions by plan participants Actuarial (losses)/gains¹ Benefits paid Impact of foreign currency exchange rate changes Balance at the end of the year Fair value of plan assets 2017 Balance at the beginning of the year Expected return on plan assets Actuarial gains/(losses)¹ Contributions by the employer Contributions by plan participants Benefits paid Scheme-settled administration costs Impact of foreign currency exchange rate changes Transfer of Nedbank (Swaziland) Limited and Nedbank (Lesotho) Limited to Nedbank Group Limited Balance at the end of the year 2016 Balance at the beginning of the year Expected return on plan assets Actuarial losses¹ Contributions by the employer Contributions by plan participants Benefits paid Scheme-settled administration costs Impact of foreign currency exchange rate changes Balance at the end of the year Pension and provident funds Medical aid funds 4 954 22 403 5 (169) (401) 5 (203) 4 616 5 065 27 6 465 10 (113) (371) (135) 2 133 98 214 (163) (79) 2 203 1 832 74 202 97 (72) Total 7 087 120 617 5 (332) (480) 5 (203) 6 819 6 897 101 6 667 10 (16) (443) (135) 4 954 2 133 7 087 7 485 1 343 8 828 635 243 24 5 (401) (7) (1) (203) 7 780 7 576 715 (610) 37 10 (371) (13) 141 131 (24) 69 766 219 93 5 (78) (479) (7) (1) (203) 9 221 1 441 1 254 8 830 135 (40) 66 (72) 850 (650) 103 10 (443) (13) 141 7 485 1 343 8 828 ¹ The R375m (2016: R233m loss) recognised in other comprehensive income is the sum of the actuarial loss/gain on the plan liabilities and the actuarial gain/loss on plan assets less taxation, less the IAS 19 paragraph 65 limit. Nedbank Limited – Annual Report 2017 91 Rm Long-term employee benefits (continued) H1 H1.1 Analysis of long-term employee benefit assets and Pension and provident funds Medical aid funds Total liabilities (continued) H1.1.2 Postemployment benefits (continued) Net (income)/expense recognised 2017 Current service cost Interest (received)/cost Scheme-settled plan administration costs Past service cost Effect of application of asset ceiling 2016 Current service cost Interest (received)/cost Scheme-settled plan administration costs Past service cost Effect of application of asset ceiling Movements in net asset/(liability) recognised 2017 Balance at the beginning of the year Net income/(expense) recognised in the statement of comprehensive income Net remeasurements – debit for the year Contributions paid by the employer Impact of foreign currency exchange rate changes Balance at the end of the year 2016 Balance at the beginning of the year Net income/(expense) recognised in the statement of comprehensive income Net remeasurements – credit for the year Contributions paid by the employer Impact of foreign currency exchange rate changes Balance at the end of the year Distribution of plan assets (%) 2017 Equity instruments Debt instruments Property Cash International 2016 Equity instruments Debt instruments Property Cash International Other Actual return on plan assets (Rm) 2017 2016 92 Nedbank Limited – Annual Report 2017 22 (232) 8 5 1 98 83 120 (149) 8 5 1 (196) 181 (15) 74 67 27 (250) 13 6 2 (202) 141 2 504 196 373 24 3 (790) (181) 141 68 101 (183) 13 6 2 (61) 1 714 15 514 92 3 3 100 (762) 2 338 2 454 202 (462) 37 273 2 504 27,10 25,62 4,11 19,34 23,83 (578) (141) (137) 66 (790) 84,00 16,00 1 876 61 (599) 103 273 1 714 23,16 34,24 3,48 19,24 19,88 100,00 100,00 100,00 33,32 34,33 5,57 3,66 23,12 23,00 7,00 3,00 49,00 15,00 3,00 31,76 30,16 5,18 10,55 21,89 0,46 100,00 100,00 100,00 878 105 107 95 985 200 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Principal actuarial assumptions (%) 2017 Discount rates Expected rates of return on plan assets Inflation rate Expected rates of salary increases Pension increase allowance Annual increase to medical aid subsidy Average expected retirement age (years) 2016 Discount rates Expected rates of return on plan assets Inflation rate Expected rates of salary increases Pension increase allowance Annual increase to medical aid subsidy Average expected retirement age (years) SENSITIVITY ANALYSIS Range Used in valuation 2,45–8,80 9,60–9,60 2,45–8,80 10 2,25–5,80 6,00–6,00 6,80–6,80 0,55–5,80 6,00 7,50–7,50 60–60 60 2,80–9,30 9,80–9,80 2,80–9,30 9,8 2,35–6,70 6,70–6,70 7,70–8,70 0,54–6,70 6,70 8,20–8,20 55–65 60 Defined-benefit obligation The defined-benefit obligation has been recalculated to show the effect of the discount rate and inflation rate assumptions on the defined-benefit obligation by adding and subtracting 1% to each assumption. This sensitivity analysis is for Nedgroup Pension Fund. Rm Defined-benefit obligation Change (%) Main result 4 247 Discount rate plus 1% Dicount rate minus 1% Inflation rate plus 1% Inflation rate minus 1% 4 025 (5,2) 4 509 6,2 4 519 6,4 4 014 (5,5) Medical aid accrued liability The sensitivity analysis provided below shows the impact of changes to these assumptions on the accrued liability value as at 31 December 2017. Rm Medical aid accrued liability Change (%) Main result 2 204 Medical subsidy rate plus 1% Medical subsidy rate minus 1% Discount rate plus 0,5% Discount rate minus 0,5% 2 536 15,1 1 933 (12,3) 2 058 (6,6) 2 367 7,4 Pension funds The expected long-term return is a function of the expected long-term returns on equities, cash and bonds. In setting these assumptions the asset splits at the latest available date were used and adjustments were made to reflect the effect of expenses. Weighted-average assumptions Discount rate Expected return on plan assets Future salary increases Future pension increases 2017 8,45% 8,45% 6,42% 5,51% 2016 8,95% 8,95% 7,07% 6,29% Nedbank Limited – Annual Report 2017 93 H1 Long-term employee benefits (continued) H1.1 Analysis of long-term employee benefits assets and liabilities (continued) H1.1.2 Postemployment benefits (continued) SENSITIVITY ANALYSIS (continued) Medical aid funds The overall expected long-term rate of return on plan assets is 9,6%. The expected rate of return is based on market expectations, at the beginning of the period, for returns over the entire life of the related obligation. The expected rate of return is based on the expected performance of the entire portfolio. Experience adjustments on present value of defined-benefit obligations for the past five years 2017 2016 2015 2014 2013 2012 Experience adjustments on fair value of plan assets for the past five years 2017 2016 2015 2014 2013 2012 Estimate of future contributions Contributions expected for ensuing year Rm Fund surplus/(deficit) for the past five years Pension funds 2017 2016 2015 2014 2013 2012 Medical aid funds 2017 2016 2015 2014 2013 2012 Effect of 1% change in assumed medical cost trend rates Rm 1% increase – effect on current service cost and interest cost 1% increase – effect on accumulated benefit obligation 1% decrease – effect on current service cost and interest cost 1% decrease – effect on accumulated benefit obligation 2017 Rm 2016 Rm 163 (97) 113 (42) 148 18 (24) (40) (14) (24) 28 18 115 (161) 24 13 377 28 (24) (40) (14) (24) 28 18 24 (48) (64) (89) 55 229 10 24 Present value of obligation Fair value of plan asset Surplus/ (Deficit) 4 616 4 954 5 065 5 024 4 781 4 784 2 203 2 133 1 832 1 772 1 571 1 584 7 780 7 485 7 576 7 053 6 520 5 635 1 441 1 343 1 254 1 170 893 854 2017 59 333 (46) (271) 3 164 2 531 2 511 2 029 1 739 851 (762) (790) (578) (602) (678) (730) 2016 49 332 (39) (269) 94 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December H2 Non-current assets held for sale Accounting policy Non-current assets (or disposal groups) are classified as held for sale when their carrying amount will be recovered principally through sale rather than use. Immediately before classification as held for sale, all assets and liabilities are remeasured in accordance with the group’s accounting policies. Non-current assets (or disposal groups) held for sale are measured at the lower of the carrying amount and fair value less incremental directly attributable cost to sell (excluding taxation and finance charges) and are not depreciated. Non-current assets held for sale Properties sold not yet transferred¹ Previously included in Property and equipment 2017 Rm 388 388 2016 Rm 287 287 ¹ Commitments for the sale of properties had been entered into at year-end by the group, transfer of which had not been effected at year-end. Transfer of the properties is expected to take place during the following year. H3 Other assets Sundry debtors and other accounts 2017 Rm 2016 Rm 7 332 7 332 8 164 8 164 Nedbank Limited – Annual Report 2017 95 SECTION I: FINANCIAL INSTRUMENTS Accounting policy Financial instruments, as recognised in the statement of financial position, include all financial assets and financial liabilities, including derivative instruments, but exclude investments in subsidiaries, associate companies and joint arrangements (other than investments held by venture capital divisions) and employee benefit plans and leases. Financial instruments are accounted for under IAS 32: Financial Instruments: Presentation, IAS 39: Financial Instruments: Recognition and Measurement, IFRS 7: Financial Instruments: Disclosures and IFRS 13: Fair Value Measurement. Initial recognition Financial instruments are recognised in the statement of financial position when the group becomes a party to the contractual provisions of a financial instrument. All purchases of financial assets that require delivery within the timeframe established by regulation or market convention (’regular way’ purchases) are recognised at the trade date, which is the date on which the group commits to purchase the financial asset. The liability to pay for ’regular way’ purchases of financial assets is recognised on the trade date, which is when the group becomes a party to the contractual provisions of the financial instrument. Contracts that require or permit net settlement of the change in the value of the contract are not considered ’regular way’ contracts and are treated as derivatives between the trade and settlement dates of the contract. Initial measurement Financial instruments that are categorised and designated at initial recognition as being at FVTPL are recognised at fair value. Transaction costs, which are directly attributable to the acquisition or on issue of these financial instruments, are recognised immediately in profit or loss. Financial instruments that are not carried at FVTPL are initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issue of the financial instruments. Where the transaction price in a non-active market is different to the fair value from other observable current market transactions in the same instrument or based on a valuation technique, the variables of which include only data from observable markets, the group defers such differences (day-one gains or losses). Day-one gains or losses are amortised on a straight-line basis over the life of the financial instrument. To the extent that the inputs determining the fair value of the instrument become observable, or on derecognition of the instrument, day-one gains or losses are recognised immediately in profit or loss. Categories of financial instruments Subsequent to initial recognition, financial instruments are measured at fair value or amortised cost, depending on their classification and whether fair value can be measured reliably: ■ Financial instruments at FVTPL Financial instruments at FVTPL consist of instruments that are held for trading and instruments that the group has designated, at the initial recognition date, as at FVTPL. The group classifies instruments as held for trading if they have been acquired or incurred principally for the purpose of sale or repurchase in the near term, they are part of a portfolio of identified financial instruments for which there is evidence of a recent actual pattern of short-term profit-taking or they are derivatives. The group’s derivative transactions include foreign exchange contracts, interest rate futures, forward rate agreements, currency and interest rate swaps, and currency and interest rate options (both written and purchased). Financial instruments that the group has elected, at the initial recognition date, to designate as at FVTPL are those that meet any one of the following conditions: The FVTPL designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on assets and liabilities on different bases. The instrument forms part of a group of financial instruments that is managed and its performance is evaluated on a fair-value basis, in accordance with a documented risk-management or investment strategy, and information about the group is provided internally on that basis to key management personnel, using a fair-value basis. A contract contains one or more embedded derivatives that require separation from the host contract or a derivative that significantly modifies the cashflows of the host contract. Gains or losses on financial instruments at FVTPL (excluding interest income and interest expense calculated on the amortised-cost basis relating to interest-bearing instruments that have been designated as at FVTPL) are reported in non-interest revenue in the period in which they arise. Interest income and interest expense calculated in accordance with the effective-interest-rate method are reported in interest income and expense, except for interest income and interest expense on instruments held for trading, which are recognised in non-interest revenue. 96 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Accounting policy (continued) ■ Non-trading financial liabilities All financial liabilities, other than those at FVTPL, are classified as non-trading financial liabilities and are measured at amortised cost. The interest expense is recorded in interest expense and similar charges. ■ Held-to-maturity financial assets Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and a fixed maturity that the group has the positive intention and ability to hold to maturity, other than those that meet the definition of loans and receivables or those that were designated as at FVTPL or those that are AFS. Held-to-maturity financial assets are measured at amortised cost, with interest income recognised in interest and similar income. ■ Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than those financial assets classified by the group on initial recognition as at FVTPL, AFS or loans and receivables that are held for trading. Financial assets that are classified as loans and receivables are carried at amortised cost, with interest income recognised in interest and similar income. Gains or losses arising on disposal are recognised in non-interest revenue. ■ Available-for-sale financial assets AFS financial assets are non-derivative financial assets that the group has designated as AFS or are not classified as (a) loans and receivables, (b) held-to-maturity investments or (c) financial assets as at FVTPL. AFS financial assets are measured at fair value, with fair-value gains or losses recognised in OCI, unless the asset has been designated as a hedged item in a fair-value hedging relationship subject to hedge accounting. In a fair-value hedging relationship, the portion of the fair-value gain or loss of the asset attributable to the hedged risk is recorded in profit or loss to offset changes in the fair value of the hedging instrument. Any other changes in the fair value of the asset attributable to aspects other than the hedged risk are recognised in OCI. Measurement basis of financial instruments There are two bases of measurement, namely amortised cost and fair value: ■ Amortised cost The amortised cost of a financial instrument is the amount at which the financial instrument is measured on initial recognition minus principal repayments, plus or minus the cumulative amortisation using the effective-interest-rate method of any difference between the initial contractual amount and the maturity amount, less any cumulative impairment losses. The effective-interest-rate method is a method of calculating the amortised cost of a financial instrument and of allocating the interest income and expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period, to the net carrying amount of the financial instrument. When calculating the effective interest rate, cashflows are estimated considering all contractual terms of the financial instrument, but future credit losses are not considered. The calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts. ■ Fair value The fair value of a financial instrument is the amount that would be received to sell the asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of instruments that are quoted in an active market is determined using quoted prices where they represent those at which regularly and recently occurring transactions take place. The group uses valuation techniques to establish the fair value of instruments where quoted prices in active markets are not available. For a detailed discussion of the fair value of financial instruments refer to note I2. Nedbank Limited – Annual Report 2017 97 SECTION I: FINANCIAL INSTRUMENTS (continued) Accounting policy (continued) Impairment of financial assets The group assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a loss event) and that loss event has (or events have) an impact on the estimated future cashflows of the financial asset or group of financial assets that can be estimated reliably. Objective evidence that a financial asset or group of assets is impaired includes observable data that comes to the attention of the group about the following loss events: ■ significant financial difficulty of the issuer or obligor; ■ a breach of contract, such as a default or delinquency in respect of interest or principal payments; ■ the group granting to the borrower, for economic or legal reasons relating to the borrower’s financial difficulty, a concession that the group would not otherwise consider; ■ it becoming probable that the borrower will enter bankruptcy or other financial reorganisation; ■ the disappearance of an active market for that financial asset because of financial difficulties; or ■ observable data indicating that there is a measurable decrease in the estimated future cashflows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group, including: adverse changes in the payment status of borrowers in the group; or national or local economic conditions that correlate with defaults on the assets in the group. Loans that would otherwise be past due or impaired and whose terms have been renegotiated and display the characteristics of a performing loan are reset to performing status. Loans whose terms have been renegotiated continue to be monitored to determine whether they are considered to be impaired or past due. ■ Assets carried at amortised cost If there is objective evidence that an impairment loss on loans and receivables or held-to-maturity financial assets carried at amortised cost has been incurred, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cashflows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in profit or loss. The group first assesses whether there is objective evidence of impairment individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If the group determines that there is no objective evidence of impairment for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the previously recognised impairment loss is reversed by adjusting the allowance account. The reversal may not result in a carrying amount of the financial asset that exceeds what the amortised cost would have been had the impairment not been recognised at the date on which the impairment is reversed. The amount of the reversal is recognised in profit or loss for the period. ■ AFS financial assets When a decline in the fair value of an AFS financial asset has been recognised directly in equity, in the statement of comprehensive income, and there is objective evidence that the asset is impaired, the cumulative loss that has been recognised directly in equity, in the statement of comprehensive income, is removed from equity and recognised in profit or loss. The amount of the cumulative loss that is removed from equity and recognised in profit or loss is the difference between the acquisition cost (net of any principal repayment and amortisation) and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss. Impairment losses recognised in profit or loss for an investment in an equity instrument classified as AFS are not reversed through profit or loss. If, in a subsequent period, the fair value of a debt instrument classified as AFS increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed, with the amount of the reversal recognised in profit or loss for the period. 98 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Accounting policy (continued) ■ Maximum credit risk Credit risk arises principally from loans and advances to clients, investment securities, derivatives and irrevocable commitments to provide facilities. The maximum credit risk is typically the gross carrying amount, net of any offset amounts and impairment losses. The maximum credit exposure for loan commitments is the full amount of the commitment if the loan cannot be settled net in cash or using another financial asset. Derecognition The group derecognises a financial asset (or group of financial assets) or a part of a financial asset (or part of a group of financial assets) when, and only when: ■ the contractual rights to the cashflows arising from the financial asset have expired; or ■ it transfers the financial asset, including substantially all the risks and rewards of ownership of the asset; or ■ it transfers the financial asset, neither retaining nor transferring substantially all the risks and rewards of ownership of the asset, but no longer retaining control of the asset. A financial liability (or part of a financial liability) is derecognised when, and only when, the liability is extinguished, ie when the obligation specified in the contract is discharged, cancelled or has expired. Sale and repurchase agreements and lending of securities Securities sold subject to linked repurchase agreements are retained in the financial statements, as the group retains all risks and rewards of ownership of the securities. The securities are recorded as trading or investment securities and the counterparty liability is included in amounts owed to other depositors, deposits from other banks, or other money market deposits, as appropriate. Securities purchased under agreements to resell are recorded as loans and advances to other banks or clients, as appropriate. The difference between the sale and repurchase price is treated as interest and recognised over the duration of the agreements using the effective-interest-rate method. Securities lent to counterparties are also retained in the financial statements and any interest earned is recognised in profit or loss using the effective-interest-rate method. Securities borrowed are not recognised in the financial statements, unless these are sold to third parties, in which case the purchase and sale are recorded with the gain or loss included in non-interest revenue. The obligation to return them is recorded at fair value as a trading liability. Acceptances Acceptances comprise undertakings by the group to pay bills of exchange drawn on clients. The group expects most acceptances to be settled simultaneously with the reimbursement from clients. Acceptances are recorded as liabilities within amounts owed to depositors, with the corresponding asset recorded in the statement of financial position within loans and advances. Financial guarantee contracts Financial guarantee contracts are contracts that require the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument. Issued financial guarantee contracts are recognised as insurance contracts and are measured at the best estimate of the expenditure required to settle any financial obligation as of the reporting date. Liability adequacy testing is performed to ensure that the carrying amount of the liability for issued financial guarantee contracts is sufficient. Any increase in the liability relating to guarantees is recognised in profit or loss. Cash and cash equivalents Cash and cash equivalents represents cash on hand and demand deposits and cash equivalents that are short-term (ie a maturity of less than 90 days from acquisition), highly liquid investments that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of changes in value. Cash and cash equivalents therefore include cash and balances with central banks that can be withdrawn on demand (except where a specific minimum balance at the end of the day is required to be maintained), other eligible bills and amounts due from other banks. Nedbank Limited – Annual Report 2017 99 SECTION I: FINANCIAL INSTRUMENTS (continued) Key assumptions concerning the future and key sources of estimation Fair value of financial instruments Certain of the group’s financial instruments are carried at FVTPL, such as those held for trading and those designated by management under the fair-value option. Other non-derivative financial assets may be designated as AFS. AFS financial investments are initially recognised at fair value and are subsequently held at fair value. Gains and losses arising from changes in fair value of such assets are included as a separate component of OCI and presented in equity. The fair value of a financial instrument is the amount that would be received to sell the asset or paid to transfer the liability in an orderly transaction at the measurement date between knowledgeable and willing parties, other than in a forced or liquidation sale. Financial instruments entered into as trading transactions, together with any associated hedging, are measured at fair value and the resultant profits and losses are included in net trading income, along with interest and dividends arising from long and short positions and funding costs relating to trading activities. Assets and liabilities resulting from gains and losses on financial instruments held for trading are reported gross in trading portfolio assets and liabilities or derivative financial instruments, reduced by the effects of netting agreements where there is an intention to settle net with counterparties. Details of the processes, procedures and assumptions used in the determination of fair value are disclosed in note I2 to the financial statements. In particular, the areas that involve the greatest amount of judgement and complexity include the following: ■ Assessing whether instruments are trading with sufficient frequency and volume, that they can be considered liquid. ■ The inclusion of a measure of the counterparties non-performance risk in the fair-value measurement of loans and advances, which involves the modelling of dynamic credit spreads. ■ The inclusion of credit valuation adjustment (CVA) and debit valuation adjustment (DVA) in the fair-value measurement of derivative instruments. ■ The inclusion of own credit risk in the calculation of the fair value of financial liabilities. These concepts are continuously developing and evolving within the context of the SA market and therefore changes in these assumptions will arise as the market develops. 100 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December SECTION I: FINANCIAL INSTRUMENTS (continued) New standards and interpretations not yet adopted (continued) IFRS 9: Financial Instruments IFRS 9: Financial Instruments (IFRS 9) was issued in July 2014 and will replace IAS 39: Financial Instruments: Recognition and Measurement. The standard is effective and will be implemented by the group from 1 January 2018. The final version of this standard incorporates amendments to the classification and measurement, hedge accounting guidance, as well as the accounting requirements for the impairment of financial assets measured at amortised cost and fair value through other comprehensive income. IFRS 9’s enhanced disclosure requirements will result in improved credit risk disclosures and increased transparency with respect to impairment judgements and estimates. As permitted by the transitional provisions of IFRS 9, the group has elected not to restate comparative figures. Any adjustments to the carrying amount of financial assets and financial liabilities at the date of transition will be recognised in the opening retained earnings and other reserves at 1 January 2018. The group has elected to continue to apply the hedge accounting requirements of IAS 39 on adoption of IFRS 9. ■ Classification and measurement Financial assets are classified based on (i) the business model within which the financial assets are held and managed and (ii) the contractual cashflow characteristics of the financial assets, whether the cashflows represent ’solely payments of principal and interest’. Financial assets are measured at amortised cost if they are held within a business model whose objective is to hold those assets for the purpose of collecting contractual cashflows and those cashflows comprise solely payments of principal and interest (’hold to collect’ business model). Financial assets are measured at fair value through other comprehensive income (FVOCI) if they are held within a business model whose objective is achieved by both collecting contractual cashflows and selling financial assets and those contractual cashflows comprise solely payments of principal and interest (’hold to collect and sell’ business model’). Movements in the carrying amount of these financial assets should be taken through other comprehensive income (OCI), except for impairment gains or losses, interest revenue and foreign exchange gains or losses, which are recognised in profit or loss. Where the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss. The remaining financial assets are measured at fair value through profit or loss (FVTPL). All derivative instruments that are either financial assets or financial liabilities will continue to be classified as held for trading and measured at fair value through profit or loss. Nedbank Limited – Annual Report 2017 101 SECTION I: FINANCIAL INSTRUMENTS (continued) New standards and interpretations not yet adopted IFRS 9: Financial Instruments (continued) The accounting for financial liabilities is largely unchanged, except for financial liabilities designated at FVTPL. Changes in the fair value of these financial liabilities that are attributable to the group’s own credit risk are recognised in OCI. Where the financial liability is derecognised, the cumulative gain or loss previously recognised in OCI is not reclassified from equity to profit or loss. However, it may be reclassified within equity. For equity investments that are neither held for trading nor contingent consideration, the group may irrevocably elect to present subsequent changes in fair value of these equity investments in other comprehensive income (OCI). Where the equity investment is derecognised, the cumulative gain or loss previously recognised in OCI is not reclassified from equity to profit or loss. However, it may be reclassified within equity. Alternatively, where the group does not make the aforementioned election, fair-value changes are recognised in profit or loss. This election is made on an investment by investment basis. On the initial application of IFRS 9, an entity may revoke its previous designation of a financial assets and financial liabilities measured at fair value through profit or loss (fair value option) with the loans being reclassified into amortised cost or FVOCI depending on the entity’s business model for the asset. ■ Impairments Impairments in terms of IFRS 9 will be determined based on an expected credit loss (ECL) model rather than the current incurred loss model required by IAS 39. The group will be required to recognise an allowance for either 12-month or lifetime ECLs, depending on whether there has been a significant increase in credit risk since initial recognition. The measurement of ECLs reflects a probability-weighted outcome, the time value of money and the entity’s best available forward-looking information. The aforementioned probability-weighted outcome must consider the possibility that a credit loss occurs and the possibility that no credit loss occurs, even if the possibility of a credit loss occurring is low. The ECL model applies to financial assets measured at amortised cost and FVOCI, lease receivables and certain loan commitments as well as financial guarantee contracts. 102 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December New standards and interpretations not yet adopted IFRS 9: Financial Instruments (continued) The IFRS 9 impairment implementation progressed during 2017. The following were the main areas of focus for 2017: ■ Finalisation of the IFRS 9 impairment model methodology. ■ Implementation of an IT framework facilitating efficient model execution and management. ■ Development, build and testing of IFRS 9 impairment models with respect to a substantial portion of the group’s portfolios, leveraging off the aforementioned IT framework. ■ Documentation and implementation of the relevant control environment and related governance processes. ■ Transitional impact The implementation of the IFRS 9 ECL requirements increases balance sheet impairments at 1 January 2018 by approximately R3,0bn, with reserves decreasing by approximately R2,2bn on an after-tax basis. The following areas will continue to receive attention as the implementation of IFRS 9 progresses during the 2018 financial reporting period: ■ Further refinement of certain models; ■ Finalisation of the reporting and disclosure framework, and completion of the supporting business rules; and ■ Observing local and international industry trends with respect to IFRS 9 adoption. The group has implemented the following classification and measurement changes on adoption of IFRS 9: ■ Revocation of the fair value through profit or loss designation for certain loans and advances, amounts owed to depositors and long-term debt instruments to facilitate the implementation of macro fair-value hedge accounting of interest rate risk and hedge accounting of inflation risk. It is anticipated that the aforementioned changes will reduce accounting volatility experienced with respect to fair value through profit or loss accounting; ■ Reclassified certain loans from amortised cost including the IFRS 9 ECL impact above to FVOCI and FVTPL due to the group’s business models for the affected portfolios; and ■ Reviewed the effective-interest-rate calculation for certain loans based on the additional guidance provided in IFRS 9. The implementation of the IFRS 9 classification and measurement requirements decreases reserves at 1 January 2018 by approximately R200m. These estimates are based on accounting policies, assumptions, judgements and estimation techniques, which will be regularly reviewed and assessed during the year in preparation for the financial statements for the year ending 31 December 2018. Nedbank Limited – Annual Report 2017 103 I1 Consolidated statement of financial position – categories of financial instruments At fair value through profit or loss Held for Available- for-sale financial Held-to- maturity Financial liabilities at Loans and amortised Non- financial assets, liabilities Notes Total Rm trading Designated¹ assets investments receivables Rm Rm Rm Rm Rm cost Rm and equity Rm 2017 Assets Cash and cash equivalents Other short-term securities Derivative financial instruments Government and other securities Loans and advances Other assets Current taxation assets Investment securities Non-current assets held for sale Investments in private-equity associates, associate companies and joint arrangements Deferred taxation assets Property and equipment Long-term employee benefit assets Mandatory reserve deposits with central bank Intangible assets Total assets Equity and liabilities Ordinary share capital Ordinary share premium Reserves Total equity attributable to equity holders of the parent Preference share capital and premium Holders of preference shares Holders of additional tier 1 capital instruments Non-controlling interest attributable to ordinary shareholders Total equity Derivative financial instruments Amounts owed to depositors Provisions and other liabilities Current taxation liabilities Deferred taxation liabilities Long-term employee benefit liabilities Long-term debt instruments Total liabilities Total equity and liabilities ¹ Refer to note I4 in respect of financial instruments designated as at FVTPL. C6 C4 C7 C3 C1.1 H3 F1 H2 F2 B8.3 G1 H1.1 C6 G2 B3.1 B3.2 B4 C7 D1 K1.1 B8.3 H1.1 D2 8 823 73 472 30 698 48 749 689 637 7 332 75 2 250 388 3 277 37 7 976 5 761 18 145 7 341 903 961 28 19 182 48 215 67 425 3 561 561 2 600 7 74 154 23 561 736 752 14 047 191 351 3 423 51 482 829 807 903 961 46 811 30 698 6 265 19 598 1 468 10 271 57 934 25 193 3 351 24 437 1 820 430 3 053 103 372 74 546 3 781 49 630 650 830 – – – – 23 561 23 201 2 436 54 694 49 198 49 198 348 55 042 55 042 – – – – – – – – 8 823 4 425 612 105 7 332 18 145 75 388 224 37 7 976 5 761 7 341 21 802 28 19 182 48 215 67 425 3 561 561 2 600 7 1 000 191 351 3 423 4 965 79 119 – 74 154 – – 658 857 10 611 51 134 720 602 720 602 – – – – 104 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December I1 Consolidated statement of financial position – categories of financial instruments Investments in private-equity associates, associate companies and joint arrangements 2017 Assets Cash and cash equivalents Other short-term securities Derivative financial instruments Government and other securities Loans and advances Other assets Current taxation assets Investment securities Non-current assets held for sale Deferred taxation assets Property and equipment Long-term employee benefit assets Mandatory reserve deposits with central bank Intangible assets Total assets Equity and liabilities Ordinary share capital Ordinary share premium Reserves Total equity attributable to equity holders of the parent Preference share capital and premium Holders of preference shares Holders of additional tier 1 capital instruments Non-controlling interest attributable to ordinary shareholders Total equity Derivative financial instruments Amounts owed to depositors Provisions and other liabilities Current taxation liabilities Deferred taxation liabilities Long-term employee benefit liabilities Long-term debt instruments Total liabilities Total equity and liabilities ¹ Refer to note I4 in respect of financial instruments designated as at FVTPL. Notes Total Rm C6 C4 C7 C3 C1.1 H3 F1 H2 F2 B8.3 G1 H1.1 C6 G2 B3.1 B3.2 B4 C7 D1 K1.1 B8.3 H1.1 D2 8 823 73 472 30 698 48 749 689 637 7 332 75 2 250 388 3 277 37 7 976 5 761 18 145 7 341 903 961 28 19 182 48 215 67 425 3 561 561 2 600 7 74 154 23 561 736 752 14 047 191 351 3 423 51 482 829 807 903 961 At fair value through profit or loss Held for trading Rm Designated¹ Rm Available- for-sale financial assets Rm Held-to- maturity investments Rm Loans and receivables Rm Financial liabilities at amortised cost Rm Non- financial assets, liabilities and equity Rm 46 811 30 698 6 265 19 598 1 468 10 271 57 934 25 193 3 351 24 437 1 820 430 3 053 8 823 4 425 612 105 7 332 18 145 103 372 74 546 3 781 49 630 650 830 – – – – 23 561 23 201 2 436 54 694 49 198 49 198 348 55 042 55 042 – – – – – – – – – – – – 75 388 224 37 7 976 5 761 7 341 21 802 28 19 182 48 215 67 425 3 561 561 2 600 7 – – – 74 154 658 857 10 611 51 134 720 602 720 602 1 000 191 351 3 423 4 965 79 119 Nedbank Limited – Annual Report 2017 105 I1 Consolidated statement of financial position – categories of financial instruments (continued) Notes Total Rm trading Designated¹ assets investments receivables Rm Rm Rm Rm Rm cost Rm Available- for-sale financial Held-to- maturity Financial liabilities at Loans and amortised Non- financial assets, liabilities and equity Rm 2016 Assets Cash and cash equivalents Other short-term securities Derivative financial instruments Government and other securities2 Loans and advances3, 4 Other assets Current taxation assets Investment securities Non-current assets held for sale Investments in private-equity associates, associate companies and joint arrangements Deferred taxation assets Property and equipment Long-term employee benefit assets Mandatory reserve deposits with central bank Intangible assets Total assets Equity and liabilities Ordinary share capital Ordinary share premium Reserves Total equity attributable to equity holders of the parent Preference share capital and premium Holders of additional tier 1 capital instruments Non-controlling interest attributable to ordinary shareholders Total equity Derivative financial instruments Amounts owed to depositors5 Provisions and other liabilities Current taxation liabilities Deferred taxation liabilities Long-term employee benefit liabilities Long-term debt instruments Total liabilities Total equity and liabilities C6 C4 C7 C3 C1.1 H3 F1 H2 F2 B8.3 G1 H1.1 C6 G2 B3.1 B3.2 B4 C7 D1 K1.1 B8.3 H1.1 D2 20 241 68 218 18 044 50 687 691 925 8 164 440 1 908 287 2 575 266 8 197 5 042 18 139 5 928 900 061 28 19 182 42 698 61 908 3 561 2 000 253 67 722 13 469 750 319 12 717 53 391 3 328 52 062 832 339 900 061 1 Refer to note I4 in respect of financial instruments designated as at FVTPL. 2 A total of R786m of government and other securities were designated at fair value through profit or loss. However, they were incorrectly included in the held-for-trading category in the prior year. The classification of these instruments has now been corrected. 3 Loans and advances of R10 128m were included in the previous year as held-for-trading assets, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the held-for-trading and financial assets at amortised cost categories have been restated to reflect the correct classification. 4 Loans and advances of R3 326m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the designated at fair value through profit or loss and financial assets at amortised cost categories have been restated to reflect the correct classification. 5 Amounts owed to depositors of R9 332m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial liabilities at amortised cost. Accordingly, the designated at fair value through profit or loss and financial liabilities at amortised cost categories have been restated to reflect the correct classification. 106 Nedbank Limited – Annual Report 2017 At fair value through profit or loss Held for 33 312 18 044 18 851 19 450 5 20 241 33 184 740 22 393 1 722 8 703 56 883 2 350 1 477 431 615 592 8 159 18 139 440 287 225 266 8 197 5 042 5 928 28 19 182 42 698 61 908 3 561 2 000 253 67 722 978 53 391 3 328 4 750 72 472 89 662 71 135 1 171 55 577 662 131 – 20 385 – – 13 469 11 781 2 612 – – 54 422 27 862 27 862 301 54 723 54 723 – – – – – – – – – – – – – – 684 116 9 127 51 761 745 004 745 004 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December I1 Consolidated statement of financial position – categories of financial instruments (continued) 2016 Assets Cash and cash equivalents Other short-term securities Derivative financial instruments Government and other securities2 Loans and advances3, 4 Other assets Current taxation assets Investment securities Non-current assets held for sale Deferred taxation assets Property and equipment Long-term employee benefit assets Mandatory reserve deposits with central bank Intangible assets Total assets Equity and liabilities Ordinary share capital Ordinary share premium Reserves Total equity attributable to equity holders of the parent Preference share capital and premium Holders of additional tier 1 capital instruments Non-controlling interest attributable to ordinary shareholders Total equity Derivative financial instruments Amounts owed to depositors5 Provisions and other liabilities Current taxation liabilities Deferred taxation liabilities Long-term employee benefit liabilities Long-term debt instruments Total liabilities Total equity and liabilities Notes Total Rm C6 C4 C7 C3 C1.1 H3 F1 H2 F2 B8.3 G1 H1.1 C6 G2 B3.1 B3.2 B4 C7 D1 K1.1 B8.3 H1.1 D2 20 241 68 218 18 044 50 687 691 925 8 164 440 1 908 287 2 575 266 8 197 5 042 18 139 5 928 900 061 28 19 182 42 698 61 908 3 561 2 000 253 67 722 13 469 750 319 12 717 53 391 3 328 52 062 832 339 900 061 1 Refer to note I4 in respect of financial instruments designated as at FVTPL. 2 A total of R786m of government and other securities were designated at fair value through profit or loss. However, they were incorrectly included in the held-for-trading category in the prior year. The classification of these instruments has now been corrected. 3 Loans and advances of R10 128m were included in the previous year as held-for-trading assets, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the held-for-trading and financial assets at amortised cost categories have been restated to reflect the correct classification. 4 Loans and advances of R3 326m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the designated at fair value through profit or loss and financial assets at amortised cost categories have been restated to reflect the correct classification. 5 Amounts owed to depositors of R9 332m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial liabilities at amortised cost. Accordingly, the designated at fair value through profit or loss and financial liabilities at amortised cost categories have been restated to reflect the correct classification. Investments in private-equity associates, associate companies and joint arrangements 1 477 431 2 350 At fair value through profit or loss Held for trading Rm Designated¹ Rm 33 312 18 044 18 851 19 450 5 1 722 8 703 56 883 Available- for-sale financial assets Rm Held-to- maturity investments Rm Loans and receivables Rm Financial liabilities at amortised cost Rm Non- financial assets, liabilities and equity Rm 20 241 33 184 740 22 393 615 592 8 159 18 139 440 287 225 266 8 197 5 042 5 928 89 662 71 135 1 171 55 577 662 131 – 20 385 – – 13 469 11 781 2 612 – – 54 422 27 862 27 862 301 54 723 54 723 – – – – – – – – 28 19 182 42 698 61 908 3 561 2 000 253 67 722 978 53 391 3 328 4 750 72 472 – – – – – – 684 116 9 127 51 761 745 004 745 004 Nedbank Limited – Annual Report 2017 107 I2 Fair-value measurement – financial instruments I2.1 Valuation of financial instruments BACKGROUND Information obtained from the valuation of financial instruments is used by the group to assess the performance of the business and, in particular, provide assurance that the risk and return measures that the business has taken are accurate and complete. It is important that the valuation of financial instruments accurately represent the financial position of the group while complying with the requirements of the applicable accounting standards. The fair value of a financial instrument is the amount that would be received to sell the asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Underlying the definition of fair value is a presumption that an entity is a going concern without any intention or need to liquidate, to curtail materially the scale of its operations or to undertake a transaction on adverse terms. Fair value is not, therefore, the amount that an entity would receive or pay in a forced transaction, involuntary liquidation or distressed sale. CONTROL ENVIRONMENT Validation and approval The business unit entering into the transaction is responsible for the initial determination and recording of the fair value of the transaction. There are normalised review protocols for the independent review and validation of fair values separate from the business unit entering into the transaction. These include, but are not limited to: ■ daily controls over the profit or loss recorded by trading and treasury frontoffice traders; ■ specific controls to ensure consistent pricing policies and procedures are adhered to; ■ independent valuation of structures, products and trades; and ■ periodic review of all elements of the modelling process. The validation of pricing and valuation methodologies is verified by a specialist team that is part of the group’s risk management function and that is independent of all the business units. A specific area of focus is the marking-to-model of illiquid and/or complex financial instruments. The review of the modelling process includes approval of model revisions, vetting of model inputs, review of model results and more specifically the verification of risk calculations. All valuation techniques are validated and reviewed by qualified senior staff and are calibrated and backtested for validity by using prices from any observable current market transaction in the same instrument (ie without modification or repackaging) or based on any observable market data. The group obtains market data consistently in the same market where the instrument was originated or purchased. If the fair-value calculation deviates from the quoted market value due to inaccurate observed market data, these deviations in the valuation are documented and presented at a review committee, which is independent of both the business unit and the specialist team, for approval. The committee will need to consider both the regulatory and accounting requirements in arriving at an opinion on whether the deviation is acceptable. The group refines and modifies its valuation techniques as markets and products develop and as the pricing for individual products becomes more or less readily available. While the group believes its valuation techniques are appropriate and consistent with those of other market participants, the use of different methodologies or assumptions may result in different estimates of fair value at the different reporting dates. Stress testing and sensitivity measures Comprehensive stress testing is conducted by the group, in which the following, at a minimum, are considered: ■ Anticipated future projected trading positions. ■ Historical events. ■ Scenario testing to evaluate plausible future events. ■ Specific testing to supplement the value-at-risk (VaR) methodology (ie one-day holding period and 99% confidence interval). For further discussion in respect of stress testing and sensitivity measures refer to note I2.7. VALUATION METHODOLOGIES The objective of a fair-value measurement is to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. A fair-value measurement includes, but is not limited to, consideration of the following: ■ The particular asset or liability that is being measured (consistently with its unit of account). ■ The principal (or most advantageous) market for the asset or liability. ■ The valuation technique(s) appropriate for the measurement, considering the availability of data with which to develop inputs that represent the assumptions that market participants would use when pricing the asset or liability and the level of the fair-value hierarchy within which the inputs are categorised. 108 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Quoted price A financial instrument is regarded as quoted in an active market if quoted prices are readily available from an exchange, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. The appropriate quoted market price for an asset held or a liability to be issued is usually the current bid price and, for an asset to be acquired or a liability held, the asking price. The objective of determining fair value is to arrive at the transaction price of an instrument on the measurement date (ie without modifying or repackaging the instrument) in the principal (or most advantageous) active market to which the business has immediate access. The existence of published price quotations in an active market is the most reliable evidence of fair value and, when they exist, they are used without adjustment to measure the financial asset or financial liability. A market is considered to be active if transactions occur with sufficient volume and frequency to provide pricing information on an ongoing basis. These quoted prices would generally be classified as level 1 in terms of the fair-value hierarchy prescribed by IFRS 13: Fair Value Measurement. Valuation techniques If the market for a financial instrument is not active, the group establishes fair value by using various valuation techniques. These valuation techniques may include: ■ using recent arm’s-length market transactions between knowledgeable, willing parties; ■ reference to the current fair value of another instrument that is substantially the same in nature; ■ reference to the value of the net asset of the underlying business; ■ earnings multiples; ■ discounted-cashflow analysis; and ■ various option pricing models. If there is a valuation technique that is commonly used by market participants to price the financial instrument and that technique has been demonstrated to provide reasonable estimates of prices obtained in actual market transactions, the group will use that technique. In applying valuation techniques, and to the extent possible, the group maximises the use of relevant observable inputs and minimises the use of unobservable inputs. The objective of using a valuation technique is to establish what the transaction price would have been on the measurement date in an arm’s-length exchange and motivated by normal business considerations. In applying valuation techniques the group uses estimates and assumptions that are consistent with available information about the estimates and assumptions that market participants would use in setting a price for the financial instrument. Fair value is therefore estimated on the basis of the results of a valuation technique that makes maximum use of market inputs and relies as little as possible on entity-specific inputs. A valuation technique would be expected to arrive at a realistic estimate of the fair value if: ■ it reasonably reflects how the market could be expected to price the instrument; and ■ the inputs to the valuation technique reasonably represent market expectations and measures of the risk-return factors inherent in the financial instrument. Therefore, a valuation technique: ■ will incorporate all relevant factors that market participants would consider in determining a price; and ■ is consistent with accepted economic methodologies for pricing financial instruments. If a published price quotation in an active market does not exist for a financial instrument in its entirety, but active markets exist for its component parts, fair value is determined on the basis of the relevant market prices for the various component parts. If a rate (rather than a price) is quoted in an active market, the group uses that market-quoted rate as an input into a valuation technique to determine fair value. If the market-quoted rate does not include credit risk or other factors that market participants would include in valuing the instrument, the group adjusts for these factors. Valuation techniques applied by the group would generally be classified as level 2 or level 3 in terms of the fair-value hierarchy prescribed by IFRS 13: Fair Value Measurement. The determination of whether an instrument is classified as level 2 or level 3 is dependent on the significance of observable inputs versus unobservable inputs in relation to the fair value of the instrument. OBSERVABLE MARKETS Quoted market prices in active markets are the best evidence of fair value and are used as the basis of measurement, if available. A determination of what constitutes ’observable market data’ will necessitate significant judgement. It is the group’s belief that ’observable market data’ comprises, in the following hierarchical order: ■ prices or quotes from an exchange or listed markets in which there are sufficient liquidity and activity; ■ proxy observable market data that is proven to be highly correlated and has a logical, economic relationship with the instrument that is being valued; and ■ other direct and indirect market inputs that are observable in the marketplace. Nedbank Limited – Annual Report 2017 109 I2 Fair-value measurement – financial instruments (continued) I2.1 Valuation of financial instruments (continued) OBSERVABLE MARKETS (continued) Data is considered by the group to be observable if the data is: ■ verifiable; ■ readily available; ■ regularly distributed; ■ from multiple independent sources; ■ transparent; and ■ not proprietary. Data is considered by the group to be market-based if the data is: ■ reliable; ■ based on consensus within reasonable narrow, observable ranges; ■ provided by sources that are actively involved in the relevant market; and ■ supported by actual market transactions. It is not intended to imply that all of the above characteristics must be present to conclude that the evidence qualifies as observable market data. Judgement is applied based on the strength and quality of the available evidence. INPUTS TO VALUATION TECHNIQUES An appropriate valuation technique for estimating the fair value of a particular financial instrument would incorporate observable market data about the market conditions and other factors that are likely to affect the instrument’s fair value. Inputs are selected on a basis that is consistent with the characteristics of the instrument that market participants would take into account in a transaction for that instrument. Principal inputs to valuation techniques applied by the group include, but are not limited to, the following: ■ Discount rate: Where discounted-cashflow techniques are used, estimated future cashflows are based on management’s best estimates and the discount rate used is a market rate at the reporting date for an instrument with similar terms and conditions. ■ The time value of money: The business may use well-accepted and readily observable general interest rates, such as the Johannesburg Interbank Agreed Rate (SA), London Interbank Offered Rate (UK) or an appropriate swap rate, as the benchmark rate to derive the present value of a future cashflow. ■ Credit risk: Credit risk is the risk of loss associated with a counterparty’s failure or inability to fulfil its contractual obligations. The valuation of the relevant financial instrument takes into account the effect of credit risk on fair value by including an appropriate adjustment for the risk taken. ■ Foreign currency exchange prices: Active currency exchange markets exist for most major currencies, and prices are quoted daily on various trading platforms and in financial publications. ■ Commodity prices: Observable market prices are available for those commodities that are actively traded on exchanges in SA, London, New York, Chicago and other commercial exchanges. ■ Equity prices: Prices (and indices of prices) of traded equity instruments are readily observable on JSE Limited or any other recognised international exchange. Present value techniques may be used to estimate the current market price of equity instruments for which there are no observable prices. ■ Volatility: Measures of the volatility of actively traded items can be reasonably estimated by the implied volatility in current market prices. The shape and skew of the volatility curve is derived from a combination of observed trades and doubles in the market. In the absence of an active market a methodology to derive these volatilities from observable market data will be developed and utilised. ■ Recovery rates/Loss given default: These are used as an input to valuation models as an indicator of the severity of losses on default. Recovery rates are primarily sourced from market data providers or inferred from observable credit spreads. ■ Prepayment risk and surrender risk: Expected repayment patterns for financial assets and expected surrender patterns for financial liabilities can be estimated on the basis of historical data. ■ Servicing costs: If the cost of servicing a financial asset or financial liability is significant and other market participants would face comparable costs, the issuer would consider them in determining the fair value of that financial asset or financial liability. ■ Dividends: Consistent consensus dividend forecasts adjusted for internal investment analysts’ projections can be applied to each share. Forecasts are usually available for the current year plus one additional year. Thereafter, a constant growth rate would be applied to the specific dates into the future for each individual share. ■ Inception profit (day-one gain or loss): The best evidence of the fair value of a financial instrument at initial recognition is the transaction price (ie the fair value of the consideration given or received), unless the fair value of that instrument is evidenced by comparison with other observable current market transactions in the same instrument (ie without modification or repackaging) or based on a valuation technique, the variables of which include data from observable markets only. 110 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December VALUATION ADJUSTMENTS To estimate a reliable fair value, where appropriate, the group applies certain valuation adjustments to the pricing information derived from the above sources. In making appropriate adjustments, the group considers certain adjustments to the modelled price that market participants would make when pricing that instrument. Factors that would be considered include, but are not limited to, the following: ■ Own credit on financial liabilities: The carrying amount of financial liabilities held at fair value is adjusted to reflect the effect of changes in the group’s own credit spreads. As a result, the carrying value of issued bonds and subordinated-debt instruments that have been designated at FVTPL is adjusted by reference to the movement in the appropriate spreads. The resulting gain or loss is recognised in profit or loss in the consolidated statement of comprehensive income. ■ Counterparty credit spreads: Adjustments are made to market prices when the creditworthiness of the counterparty differs from that of the assumed counterparty in the market price (or parameter). VALUATION TECHNIQUES BY INSTRUMENT Other short-term securities and government and other securities The fair value of these instruments is based on quoted market prices from an exchange dealer, broker, industry group or pricing service, when available. When they are unavailable, the fair value is determined by reference to quoted market prices for similar instruments, adjusted, as appropriate, for the specific circumstances of the instruments. Where these instruments include corporate bonds, the bonds are valued using observable active quoted prices or recently executed transactions, except where observable price quotations are not available. Where price quotations are not available, the fair value is determined based on cashflow models, where significant inputs may include yield curves and bond or single- name credit default swap spreads. Derivative financial instruments Derivative contracts can be traded either through an exchange or over the counter (OTC) and are valued using market- standard models and quoted parameter inputs. Parameter inputs are obtained from pricing services, consensus pricing services and recently occurring transactions in active markets, whenever possible. Certain inputs may not be observable in the market directly, but can be determined from observable prices through model calibration procedures. Other inputs are not observable, but can generally be estimated from historical data or other sources. Loans and advances Loans and advances include mortgage loans (home loans and commercial mortgages), other asset-based loans, including collaterised debt obligations, and other secured and unsecured loans. In the absence of an observable market for these instruments, the fair value is determined by using internally developed models that are specific to the instrument and that incorporate all available observable inputs. These models involve discounting the contractual cashflows by using an at-inception credit-adjusted zero-coupon curve. Loans and advances are reviewed for observed and verified changes in credit risk and the credit spread is adjusted at subsequent dates if there has been an observable change in credit risk relating to a particular loan or advance. Investment securities Investment securities include private-equity investments, listed investments and unlisted investments. The fair value of listed investments is determined with reference to quoted bid prices at the close of business on the relevant securities exchange. Where private-equity investments are involved, the exercise of judgement is required due to uncertainties inherent in estimating the fair value. The fair value of private equity is determined using appropriate valuation methodologies that, depending on the nature of the investment, may include an analysis of the investee’s financial position and results, risk profiles and prospects, discounted-cashflow analysis, enterprise value comparisons with similar companies, price/ earnings comparisons and earnings multiples. For each investment the relevant methodology is applied consistently over time and may be adjusted for changes in market conditions relative to that instrument. The fair value of unlisted investments is determined using appropriate valuation techniques that may include, but are not limited to, discounted-cashflow analysis, net-asset-value calculations and directors’ valuations. Other assets Short positions or long positions in equities arise in trading activities where equity shares not owned by the group are sold in the market to third parties. The fair value of these instruments is determined by reference to the gross short/long position valued at the offer rate. Investments in instruments that do not have a quoted market price in an active market and the fair value of which cannot be reliably measured, as well as derivatives that are linked to and have to be settled by delivery of such unquoted equity instruments, are measured at fair value, using models considered to be appropriate by management. Amounts owed to depositors Amounts owed to depositors include deposits under repurchase agreements, negotiable certificates of deposit and other deposits. These instruments incorporate all market risk factors, including a measure of the group’s credit risk relevant for that financial liability when designated at FVTPL. The fair value of these financial liabilities is determined by discounting the contractual cashflows using a Nedbank Limited- specific credit-adjusted yield curve that reflects the level at which the group would issue similar instruments at the reporting date. The market risk parameters are valued consistently to similar instruments held as assets. Nedbank Limited – Annual Report 2017 111 I2 Fair-value measurement – financial instruments (continued) I2.1 Valuation of financial instruments (continued) VALUATION TECHNIQUES BY INSTRUMENT (continued) The fair value of a financial liability with a demand feature is not less than the amount payable on demand, discounted from the first date on which the amount could be required to be paid. When the fair value of a financial liability cannot be reliably determined, the liability is recorded at the amount due. Fair value is considered reliably measurable if: ■ the variability in the range of reasonable fair-value estimates is not significant for that instrument; or ■ the probabilities of the various estimates within the range can be reasonably assessed and used in estimating fair value. Investment contract liabilities The fair value of investment contract liabilities is determined by reference to the fair value of the underlying assets. Long-term debt instruments The fair value of long-term debt instruments is determined by reference to published market values on the relevant exchange, when they are: ■ available; and ■ considered to be trading with sufficient volume and frequency. When the above conditions are not met, the fair value is determined using models considered to be appropriate by management. As far as possible, inputs to these models will leverage observable inputs for similar instruments with similar coupons and maturities. Complex instruments These instruments are valued by using internally developed models that are specific to the instrument and that have been calibrated to market prices. In less active markets data is obtained from less frequent market transactions and broker quotes, and through extrapolation and interpolation techniques. Where observable prices or inputs are not available, other relevant sources of information such as historical data, fundamental analysis of the economics of the transaction and proxy information from similar transactions are used. These models are continually reviewed and assessed to ensure that the best available data is being utilised in the determination of fair value. Other liabilities Short positions or long positions in equities arise in trading activities where equity shares, not owned by the group, are sold in the market to third parties. The fair value of these instruments is determined by reference to the gross short/long position valued at the offer rate. Where the group has assets and liabilities with offsetting market risks, it may use middle-market prices as a basis for establishing fair values for the offsetting risk positions and apply the bid or asking price to the net open position, as appropriate. 112 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December SUMMARY OF PRINCIPAL VALUATION TECHNIQUES – LEVEL 2 INSTRUMENTS The following table sets out the group’s principal valuation techniques used in determining the fair value of financial assets and financial liabilities classified as level 2 in the fair-value hierarchy: Assets Valuation technique Key inputs Other short-term securities Discounted-cashflow model Derivative financial instruments Discounted-cashflow model Discount rates Discount rates Black-Scholes model Risk-free rates and volatilities Multiple valuation techniques Valuation multiples Government and other securities Discounted-cashflow model Loans and advances Investment securities Discounted-cashflow model Discounted-cashflow model Adjusted net asset value Discount rates Interest rate curves Money market rates and interest rates Underlying price of market-traded instruments Liabilities Derivative financial instruments Discounted-cashflow model Discount rates Dividend yield method Dividend growth rates Black-Scholes model Risk-free rates and volatilities Multiple valuation techniques Valuation multiples Amounts owed to depositors Discounted-cashflow model Provisions and other liabilities Discounted-cashflow model Long-term debt instruments Discounted-cashflow model Discount rates Discount rates Discount rates SUMMARY OF PRINCIPAL VALUATION TECHNIQUES – LEVEL 3 INSTRUMENTS The summary of the valuation techniques applicable to those financial assets and financial liabilities classified as level 3 in the fair-value hierarchy is set out in note I2.7. Nedbank Limited – Annual Report 2017 113 I2 Fair-value measurement – financial instruments (continued) I2.2 Fair-value hierarchy I2.2.1 Financial assets Rm 2017 Cash and cash equivalents Other short-term securities Derivative financial instruments Government and other securities Loans and advances Other assets Investments in private-equity associates, associate companies and joint arrangements Investment securities 2016 Cash and cash equivalents Other short-term securities Derivative financial instruments Government and other securities1 Loans and advances2, 3 Other assets Investments in private-equity associates, associate companies and joint arrangements Investment securities Total financial assets recognised at amortised cost Total financial assets recognised at fair value Total financial assets Note Held for trading Designated at fair value through profit or loss Available for sale Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 882 159 700 460 181 699 5 133 98 239 – 55 70 405 4 086 – 3 371 410 C6 C4 C7 C3 C1 H3 F2 F1 C6 C4 C7 C3 C1 H3 F2 F1 26 968 73 472 30 698 48 749 689 637 7 332 3 053 2 250 26 968 25 193 28 862 612 105 7 332 – 48 279 30 698 19 887 77 532 – 3 053 2 250 879 676 717 708 161 968 15 418 74 219 25 38 380 68 218 18 044 50 687 691 925 8 164 2 350 1 908 38 380 33 184 22 393 615 592 8 159 – 35 034 18 044 28 294 76 333 5 2 350 1 908 5 133 46 811 30 698 1 132 19 598 15 340 37 36 5 33 275 17 983 3 511 19 450 25 40 15 560 541 1 468 10 231 57 901 805 67 467 1 722 8 162 56 806 33 3 053 1 000 3 108 77 2 350 681 – 20 761 410 410 3 351 740 19 777 21 410 1 A total of R786m of government and other securities were designated at fair value through profit or loss. However, they were incorrectly included in the held-for-trading category in the prior year. The classification of these instruments has now been corrected. 2 Loans and advances of R10 128m were included in the previous year as held-for-trading assets, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the held-for-trading and financial assets at amortised cost categories have been restated to reflect the correct classification. 3 Loans and advances of R3 326m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the designated at fair value through profit or loss and financial assets at amortised cost categories have been restated to reflect the correct classification. Summary of fair-value hierarchies Rm Other short-term securities Derivative financial instruments Government and other securities1 Loans and advances2, 3 Other assets Investments in private-equity associates, associate companies and joint arrangements Investment securities 1 A total of R786m of government and other securities were designated at fair value through profit or loss. However, they were incorrectly included in the held-for-trading category in the prior year. The classification of these instruments has now been corrected. 2 Loans and advances of R10 128m were included in the previous year as held-for-trading assets, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the held-for-trading and financial assets at amortised cost categories have been restated to reflect the correct classification. 3 Loans and advances of R3 326m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the designated at fair value through profit or loss and financial assets at amortised cost categories have been restated to reflect the correct classification. 114 Nedbank Limited – Annual Report 2017 Total financial assets Total financial assets Total financial assets Total financial assets recognised at fair value classified as level 1 classified as level 2 classified as level 3 2017 2017 2016 2017 48 279 30 698 19 887 77 532 – 3 053 2 250 2016 35 034 18 044 28 294 76 333 5 2 350 1 908 5 173 15 881 2016 37 36 5 19 2017 48 279 30 698 14 714 77 499 2016 34 997 17 983 12 413 76 256 825 798 181 699 161 968 15 978 172 015 142 447 15 5 188 25 77 2 350 1 091 3 543 33 3 053 1 410 4 496 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December I2 Fair-value measurement – financial instruments (continued) I2.2 Fair-value hierarchy I2.2.1 Financial assets Investments in private-equity associates, associate companies and Rm 2017 Cash and cash equivalents Other short-term securities Derivative financial instruments Government and other securities Loans and advances Other assets joint arrangements Investment securities 2016 Cash and cash equivalents Other short-term securities Derivative financial instruments Government and other securities1 Loans and advances2, 3 Other assets joint arrangements Investment securities Summary of fair-value hierarchies Rm Other short-term securities Derivative financial instruments Government and other securities1 Loans and advances2, 3 Other assets Investment securities Investments in private-equity associates, associate companies and 1 A total of R786m of government and other securities were designated at fair value through profit or loss. However, they were incorrectly included in the held-for-trading category in the prior year. The classification of these instruments has now been corrected. 2 Loans and advances of R10 128m were included in the previous year as held-for-trading assets, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the held-for-trading and financial assets at amortised cost categories have been restated to reflect the correct classification. 3 Loans and advances of R3 326m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the designated at fair value through profit or loss and financial assets at amortised cost categories have been restated to reflect the correct classification. Investments in private-equity associates, associate companies and joint arrangements 1 A total of R786m of government and other securities were designated at fair value through profit or loss. However, they were incorrectly included in the held-for-trading category in the prior year. The classification of these instruments has now been corrected. 2 Loans and advances of R10 128m were included in the previous year as held-for-trading assets, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the held-for-trading and financial assets at amortised cost categories have been restated to reflect the correct classification. 3 Loans and advances of R3 326m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the designated at fair value through profit or loss and financial assets at amortised cost categories have been restated to reflect the correct classification. Total financial assets Total financial assets Total recognised financial at amortised recognised Note assets cost at fair value C6 C4 C7 C3 C1 H3 F2 F1 C6 C4 C7 C3 C1 H3 F2 F1 26 968 73 472 30 698 48 749 689 637 7 332 3 053 2 250 38 380 68 218 18 044 50 687 691 925 8 164 2 350 1 908 26 968 25 193 28 862 612 105 7 332 38 380 33 184 22 393 615 592 8 159 – 48 279 30 698 19 887 77 532 – 3 053 2 250 – 35 034 18 044 28 294 76 333 5 2 350 1 908 Held for trading Designated at fair value through profit or loss Available for sale 882 159 700 460 181 699 5 133 98 239 – 55 70 405 4 086 – 3 371 410 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 5 133 46 811 30 698 1 132 19 598 879 676 717 708 161 968 15 418 74 219 25 37 36 15 340 5 33 275 17 983 3 511 19 450 25 40 15 560 541 1 468 10 231 57 901 805 67 467 1 722 8 162 56 806 19 777 33 3 053 1 000 3 108 77 2 350 681 3 351 – 20 761 410 410 740 21 410 Total financial assets recognised at fair value Total financial assets classified as level 1 Total financial assets classified as level 2 Total financial assets classified as level 3 2017 48 279 30 698 19 887 77 532 – 3 053 2 250 2016 35 034 18 044 28 294 76 333 5 2 350 1 908 181 699 161 968 2017 2016 37 36 5 173 15 881 2017 48 279 30 698 14 714 77 499 2016 34 997 17 983 12 413 76 256 5 19 825 798 15 978 172 015 142 447 15 5 188 2017 2016 25 77 2 350 1 091 3 543 33 3 053 1 410 4 496 Nedbank Limited – Annual Report 2017 115 I2 Fair-value measurement – financial instruments (continued) I2.2 Fair-value hierarchy (continued) I2.2.1 Financial assets (continued) Reconciliation to categorised statement of financial position Rm Level 12, 3 Level 21, 2, 3 Level 3 1 A total of R786m of government and other securities were designated at fair value through profit or loss. However, they were incorrectly included in the held-for-trading category in the prior year. The classification of these instruments has now been corrected. 2 Loans and advances of R10 128m were included in the previous year as held-for-trading assets, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the held-for-trading and financial assets at amortised cost categories have been restated to reflect the correct classification. 3 Loans and advances of R3 326m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the designated at fair value through profit or loss and financial assets at amortised cost categories have been restated to reflect the correct classification. Reconciliation to statement of financial position Rm Total financial assets Total non-financial assets Total assets Designated at fair value Held for trading through profit or loss Available for sale 2017 2016 5 133 98 239 – 15 418 74 219 25 103 372 89 662 2017 55 70 405 4 086 74 546 2016 560 67 467 3 108 71 135 2017 2016 3 371 410 3 781 761 410 1 171 Note 2017 2016 I1 I1 882 159 879 676 21 802 20 385 903 961 900 061 116 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December I2 Fair-value measurement – financial instruments (continued) I2.2 Fair-value hierarchy (continued) I2.2.1 Financial assets (continued) Reconciliation to categorised statement of financial position Rm Level 12, 3 Level 21, 2, 3 Level 3 1 A total of R786m of government and other securities were designated at fair value through profit or loss. However, they were incorrectly included in the held-for-trading category in the prior year. The classification of these instruments has now been corrected. 2 Loans and advances of R10 128m were included in the previous year as held-for-trading assets, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the held-for-trading and financial assets at amortised cost categories have been restated to reflect the correct classification. 3 Loans and advances of R3 326m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the designated at fair value through profit or loss and financial assets at amortised cost categories have been restated to reflect the correct classification. Reconciliation to statement of financial position Rm Total financial assets Total non-financial assets Total assets Held for trading 2017 2016 5 133 98 239 – 15 418 74 219 25 103 372 89 662 Designated at fair value through profit or loss 2017 55 70 405 4 086 74 546 2016 560 67 467 3 108 71 135 Available for sale 2017 2016 3 371 410 3 781 761 410 1 171 Note 2017 2016 I1 I1 882 159 879 676 21 802 20 385 903 961 900 061 Nedbank Limited – Annual Report 2017 117 I2 Fair-value measurement – financial instruments (continued) I2.2 Fair-value hierarchy (continued) I2.2.2 Financial liabilities Rm 2017 Derivative financial instruments Amounts owed to depositors Provisions and other liabilities Long-term debt instruments 2016 Derivative financial instruments Amounts owed to depositors1 Provisions and other liabilities Long-term debt instruments Total financial liabilities recognised at amortised cost Total financial liabilities recognised at fair value Total financial liabilities Note Held for trading Designated at fair value through profit or loss Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 824 842 720 602 104 240 – – 55 042 – C7 D1 K1.1 D2 C7 D1 K1.1 D2 23 561 736 752 658 857 13 047 51 482 10 611 51 134 827 589 745 004 13 469 750 319 11 739 52 062 684 116 9 127 51 761 23 561 77 895 2 436 348 82 585 13 469 66 203 2 612 301 1 Amounts owed to depositors of R9 332m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial liabilities at amortised cost. Accordingly, the designated at fair value through profit or loss and financial liabilities at amortised cost categories have been restated to reflect the correct classification. Summary of fair-value hierarchies Rm Derivative financial instruments Amounts owed to depositors1 Provisions and other liabilities Long-term debt instruments 1 Amounts owed to depositors of R9 332m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial liabilities at amortised cost. Accordingly, the designated at fair value through profit or loss and financial liabilities at amortised cost categories have been restated to reflect the correct classification. Reconciliation to categorised statement of financial position Rm Level 1 Level 21 1 Amounts owed to depositors of R9 332m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial liabilities at amortised cost. Accordingly, the designated at fair value through profit or loss and financial liabilities at amortised cost categories have been restated to reflect the correct classification. Reconciliation to statement of financial position Rm Total financial liabilities Total equity and non-financial liabilities Total equity and liabilities The tables presented above analyse the financial assets and financial liabilities that are measured at fair value by level of fair-value hierarchy as required by IFRS 13: Fair Value Measurement. The levels of the hierarchy are defined as follows: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. Level 2: Valuation techniques using market data that is either directly or indirectly observable. Various factors influence the availability of observable data and these may vary from product to product and change over time. Factors include, for example, the depth of activity in the relevant market, the type of product, whether the product is new and not widely traded in the market, the maturity of market modelling and the nature of the transaction (bespoke or generic). Level 3: Valuation techniques that include significant inputs that are unobservable. To the extent that a valuation is based on inputs that are not market-observable the determination of the fair value can be more subjective, dependent on the significance of the unobservable inputs to the overall valuation. Unobservable inputs are determined based on the best information available and may include reference to similar instruments, similar maturities, appropriate proxies or other analytical techniques. 118 Nedbank Limited – Annual Report 2017 2 405 2 405 2 246 11 2 235 46 793 23 561 23 201 31 25 616 13 458 11 781 377 – – 54 723 – 54 694 348 54 422 301 Total financial liabilities Total financial liabilities Total financial liabilities recognised at fair value classified as level 1 classified as level 2 2017 2016 2017 2017 2016 23 561 77 895 2 436 348 13 469 66 203 2 612 301 2016 11 2 405 2 235 23 561 77 895 31 348 13 458 66 203 377 301 104 240 82 585 2 405 2 246 101 835 80 339 Held for trading through profit or loss 2017 2016 2017 2016 Designated at fair value 2 405 46 793 49 198 2 246 25 616 27 862 55 042 55 042 54 723 54 723 Note 2017 2016 I1 I1 824 842 827 589 79 119 72 472 903 961 900 061 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December I2 Fair-value measurement – financial instruments (continued) I2.2 Fair-value hierarchy (continued) I2.2.2 Financial liabilities Total financial liabilities Total financial liabilities Total recognised financial at amortised recognised Note liabilities cost at fair value 824 842 720 602 104 240 736 752 658 857 C7 D1 K1.1 D2 C7 D1 K1.1 D2 23 561 13 047 51 482 13 469 750 319 11 739 52 062 23 561 77 895 2 436 348 82 585 13 469 66 203 2 612 301 10 611 51 134 684 116 9 127 51 761 827 589 745 004 Held for trading Designated at fair value through profit or loss Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 2 405 2 405 2 246 11 2 235 46 793 23 561 23 201 31 25 616 13 458 11 781 377 – – 55 042 – 54 694 348 – – 54 723 – 54 422 301 Total financial liabilities recognised at fair value Total financial liabilities classified as level 1 Total financial liabilities classified as level 2 1 Amounts owed to depositors of R9 332m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial liabilities at amortised cost. Accordingly, the designated at fair value through profit or loss and financial liabilities at amortised cost categories have been restated to reflect the correct classification. 2017 2016 2017 23 561 77 895 2 436 348 13 469 66 203 2 612 301 2016 11 2017 2016 23 561 77 895 31 348 13 458 66 203 377 301 2 405 2 235 Rm 2017 2016 Derivative financial instruments Amounts owed to depositors Provisions and other liabilities Long-term debt instruments Derivative financial instruments Amounts owed to depositors1 Provisions and other liabilities Long-term debt instruments Summary of fair-value hierarchies Rm Derivative financial instruments Amounts owed to depositors1 Provisions and other liabilities Long-term debt instruments 1 Amounts owed to depositors of R9 332m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial liabilities at amortised cost. Accordingly, the designated at fair value through profit or loss and financial liabilities at amortised cost categories have been restated to reflect the correct classification. 104 240 82 585 2 405 2 246 101 835 80 339 Reconciliation to categorised statement of financial position Rm Level 1 Level 21 Reconciliation to statement of financial position Rm Total financial liabilities Total equity and non-financial liabilities Total equity and liabilities 1 Amounts owed to depositors of R9 332m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial liabilities at amortised cost. Accordingly, the designated at fair value through profit or loss and financial liabilities at amortised cost categories have been restated to reflect the correct classification. The tables presented above analyse the financial assets and financial liabilities that are measured at fair value by level of fair-value hierarchy as required by IFRS 13: Fair Value Measurement. The levels of the hierarchy are defined as follows: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. Level 2: Valuation techniques using market data that is either directly or indirectly observable. Various factors influence the availability of observable data and these may vary from product to product and change over time. Factors include, for example, the depth of activity in the relevant market, the type of product, whether the product is new and not widely traded in the market, the maturity of market modelling and the nature of the transaction (bespoke or generic). Level 3: Valuation techniques that include significant inputs that are unobservable. To the extent that a valuation is based on inputs that are not market-observable the determination of the fair value can be more subjective, dependent on the significance of the unobservable inputs to the overall valuation. Unobservable inputs are determined based on the best information available and may include reference to similar instruments, similar maturities, appropriate proxies or other analytical techniques. Held for trading Designated at fair value through profit or loss 2017 2016 2017 2016 2 405 46 793 49 198 2 246 25 616 27 862 55 042 55 042 54 723 54 723 Note 2017 2016 I1 I1 824 842 827 589 79 119 72 472 903 961 900 061 Nedbank Limited – Annual Report 2017 119 I2 Fair-value measurement – financial instruments (continued) I2.3 Details of changes in valuation techniques There have been no changes to valuation techniques. I2.4 Transfers between levels of the fair-value hierarchy There were no significant transfers between level 1 and level 2 of the fair-value hierarchy during 2017. In terms of the group’s policy, transfers of financial instruments between levels of the fair-value hierarchy are deemed to have occurred at the end of the reporting period. I2.5 Level 3 reconciliation Assets Rm 2017 Held for trading Derivative financial instruments Designated as at fair value Investments in private-equity associates, associate companies and joint arrangements Loans and advances Investment securities Available for sale Investment securities Gains in non-interest revenue in profit for the year Opening balance at 1 January 25 25 3 108 2 350 77 681 410 410 – 130 6 45 79 – Purchases Sales and balance at and issues settlements 31 December Closing – 1 625 1 358 267 – (25) (25) (777) (661) (89) (27) – – – 4 086 3 053 33 1 000 410 410 Total financial assets classified as level 3 3 543 130 1 625 (802) 4 496 Rm 2016 Held for trading Derivative financial instruments Designated as at fair value Investments in private-equity associates, associate companies and joint arrangements Loans and advances Investment securities Available for sale Investment securities Gains in non-interest revenue in profit for the year Opening balance at 1 January 18 18 1 877 1 154 33 690 – 7 7 250 274 4 (28) – Total financial assets classified as level 3 1 895 257 1 183 (242) Gains and losses include, but are not limited to, fair-value gains or losses, translation gains or losses and trading gains or losses. Purchases Sales and Transfers balance at and issues settlements from level 2 31 December Closing – – 1 183 1 130 53 – (242) (208) (34) – – 40 40 410 410 450 25 25 3 108 2 350 77 681 410 410 3 543 120 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December I2 Fair-value measurement – financial instruments (continued) I2.3 Details of changes in valuation techniques There have been no changes to valuation techniques. I2.4 Transfers between levels of the fair-value hierarchy There were no significant transfers between level 1 and level 2 of the fair-value hierarchy during 2017. In terms of the group’s policy, transfers of financial instruments between levels of the fair-value hierarchy are deemed to have occurred at the end of the reporting period. I2.5 Level 3 reconciliation Assets Investments in private-equity associates, associate companies and joint arrangements Purchases and issues Sales and settlements Closing balance at 31 December – 1 625 1 358 267 – (25) (25) (777) (661) (89) (27) – – – 4 086 3 053 33 1 000 410 410 Total financial assets classified as level 3 3 543 130 1 625 (802) 4 496 Gains in non-interest Opening revenue in balance at 1 January profit for the year Purchases and issues Sales and settlements Transfers from level 2 Closing balance at 31 December Investments in private-equity associates, associate companies and joint arrangements – – 1 183 1 130 53 – (242) (208) (34) – Total financial assets classified as level 3 1 895 257 1 183 (242) Gains and losses include, but are not limited to, fair-value gains or losses, translation gains or losses and trading gains or losses. – 40 40 410 410 450 25 25 3 108 2 350 77 681 410 410 3 543 Rm 2017 Held for trading Derivative financial instruments Designated as at fair value Loans and advances Investment securities Available for sale Investment securities Rm 2016 Held for trading Derivative financial instruments Designated as at fair value Loans and advances Investment securities Available for sale Investment securities Gains in non-interest revenue in profit for the year Opening balance at 1 January 25 25 3 108 2 350 77 681 410 410 18 18 1 877 1 154 33 690 – – 130 6 45 79 – 7 7 250 274 4 (28) – Nedbank Limited – Annual Report 2017 121 Fair-value measurement – financial instruments (continued) I2 I2.6 Unrealised gains The unrealised gains arising on instruments classified as level 3 include the following: Trading income Private-equity gains 2017 Rm 130 130 2016 Rm 257 257 I2.7 Effect of changes in significant unobservable assumptions to reasonable possible alternatives The fair-value measurement of financial instruments is, in certain circumstances, measured using valuation techniques that include assumptions that are not market observable. Where these scenarios apply, the group performs stress testing on the fair value of the relevant instruments. In performing the stress testing appropriate levels for the unobservable input parameters are chosen so that they are consistent with prevailing market evidence and in line with the group’s approach to valuation control. The following information is intended to illustrate the potential impact of the relative uncertainty in the fair value of financial instruments for which valuation is dependent on unobservable input parameters and which are classified as level 3 in the fair-value hierarchy. However, the disclosure is neither predictive nor indicative of future movements in fair value. The following table shows the effect on fair value of changes in unobservable input parameters to reasonably possible alternative assumptions: Valuation technique Significant unobservable input Variance in fair value financial position change in value change in value % Rm Rm Rm Amount recognised in the statement of Favourable Unfavourable 2017 Assets Loans and advances Investment securities Discounted cashflows Discounted cashflows, adjusted net asset value, earnings multiples, third-party valuations, dividend yields Credit spreads and discount rates Valuation multiples, correlations, volatilities and credit spreads between (12) and 9 between (12) and 9 Investments in private-equity associates, associate companies and joint arrangements Discounted cashflows, earnings multiples Valuation multiples between (12) and 9 Total financial assets classified as level 3 Valuation technique unobservable input % Rm Rm Rm Significant Variance in fair value financial position change in value change in value Amount recognised in the statement of Favourable Unfavourable 2016 Assets Derivative financial instruments Loans and advances Investment securities Discounted cashflows Discount rates, Ebitda Discounted cashflows Discounted cashflows, adjusted net asset value, earnings multiples, third-party valuations, dividend yields Credit spreads and discount rates Valuation multiples, correlations, volatilities and credit spreads between (12) and 9 between (12) and 9 between (12) and 9 Investments in private-equity associates, associate companies and joint arrangements Discounted cashflows, earnings multiples Valuation multiples between (12) and 9 Total financial assets classified as level 3 122 Nedbank Limited – Annual Report 2017 33 1 410 3 053 4 496 25 77 1 091 2 350 3 543 3 132 285 420 2 7 103 221 333 (4) (166) (359) (529) (3) (9) (129) (278) (419) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December I2 Fair-value measurement – financial instruments (continued) I2.6 Unrealised gains The unrealised gains arising on instruments classified as level 3 include the following: 2017 Rm 130 130 2016 Rm 257 257 I2.7 Effect of changes in significant unobservable assumptions to reasonable possible alternatives The fair-value measurement of financial instruments is, in certain circumstances, measured using valuation techniques that include assumptions that are not market observable. Where these scenarios apply, the group performs stress testing on the fair value of the relevant instruments. In performing the stress testing appropriate levels for the unobservable input parameters are chosen so that they are consistent with prevailing market evidence and in line with the group’s approach to valuation control. The following information is intended to illustrate the potential impact of the relative uncertainty in the fair value of financial instruments for which valuation is dependent on unobservable input parameters and which are classified as level 3 in the fair-value hierarchy. However, the disclosure is neither predictive nor indicative of future movements in fair value. The following table shows the effect on fair value of changes in unobservable input parameters to reasonably possible alternative assumptions: Trading income Private-equity gains 2017 Assets Loans and advances Investment securities Valuation technique input Significant unobservable Variance in fair value % Amount recognised in the statement of financial position Rm Favourable change in value Rm Unfavourable change in value Rm Discounted cashflows Credit spreads and between (12) and 9 Discounted cashflows, Valuation multiples, between (12) and 9 discount rates correlations, volatilities and credit spreads adjusted net asset value, earnings multiples, third-party valuations, dividend yields Investments in private-equity associates, associate companies Discounted cashflows, Valuation multiples between (12) and 9 and joint arrangements earnings multiples Total financial assets classified as level 3 33 1 410 3 053 4 496 3 132 285 420 (4) (166) (359) (529) Valuation technique unobservable input Significant Variance in fair value % Amount recognised in the statement of financial position Rm Favourable change in value Rm Unfavourable change in value Rm 2016 Assets Derivative financial instruments Loans and advances Investment securities Discounted cashflows Discount rates, Ebitda Discounted cashflows Credit spreads and discount rates Discounted cashflows, Valuation multiples, adjusted net asset value, correlations, volatilities and credit spreads earnings multiples, third-party valuations, dividend yields between (12) and 9 between (12) and 9 between (12) and 9 Investments in private-equity associates, associate companies Discounted cashflows, Valuation multiples between (12) and 9 and joint arrangements earnings multiples Total financial assets classified as level 3 25 77 1 091 2 350 3 543 2 7 103 221 333 (3) (9) (129) (278) (419) Nedbank Limited – Annual Report 2017 123 I3 Assets and liabilities not measured at fair value for which fair value is disclosed Certain financial instruments of the group are not carried at fair value, including those categorised as held to maturity, loans and receivables and financial liabilities at amortised cost. The calculation of the fair value of these financial instruments incorporates the group’s best estimate of the value at which these financial assets could be exchanged, or financial liabilities transferred, between market participants at the measurement date. The group’s estimate of what fair value is does not necessarily represent what it would be able to sell the asset for or transfer the respective financial liability for in an involuntary liquidation or distressed sale. The fair values of these respective financial instruments at the reporting date detailed below are estimated only for the purpose of IFRS disclosure, as follows: Rm 2017 Financial assets Other short-term securities Government and other securities Loans and advances Financial liabilities Long-term debt instruments Rm 2016 Financial assets Other short-term securities Government and other securities Loans and advances1 Financial liabilities Long-term debt instruments Carrying value Fair value Level 1 Level 2 Level 3 666 160 661 408 23 993 25 193 28 862 25 130 28 825 612 105 607 453 23 993 29 962 25 130 4 832 51 134 51 134 52 028 52 028 23 975 23 975 28 053 28 053 607 453 607 453 – Carrying value Fair value Level 1 Level 2 Level 3 671 169 661 807 21 828 33 184 22 393 33 128 21 828 615 592 606 851 21 828 33 128 33 128 606 851 606 851 – 51 761 51 761 48 880 48 880 20 432 20 432 28 448 28 448 ¹ Loans and advances of R10 128m were included in the previous year as held-for-trading assets, whereas these instruments were classified and measured as financial assets at amortised cost. Loans and advances of R3 326m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the held-for-trading, designated at fair value through profit or loss and financial assets at amortised cost categories have been restated to reflect the correct classification. Loans and advances Loans and advances, recognised in note C1.1, that are not recognised at fair value principally comprise variable-rate financial assets. The interest rates on these variable-rate financial assets are adjusted when the applicable benchmark interest rate changes. Loans and advances are not actively traded in most markets and it is therefore not possible to determine the fair value of these loans and advances using observable market prices and market inputs. Due to the unique characteristics of the loans and advances portfolio and the fact that there have been no recent transactions involving the disposal of such loans and advances, there is no basis to determine a price that could be negotiated between market participants in an orderly transaction. The group is not currently in the position of a forced sale of such underlying loans and advances and it would therefore be inappropriate to value the loans and advances on a forced-sale basis. For specifically impaired loans and advances the carrying value, as determined after consideration of the group’s IAS 39 credit impairments, is considered the best estimate of fair value. The group has developed a methodology and model to determine the fair value of the gross exposures for the performing loans and advances measured at amortised cost. This model incorporates the use of average interest rates and projected monthly cashflows per product type. Future cashflows are discounted using interest rates at which similar loans would be granted to borrowers with similar credit ratings and maturities. Methodologies and models are updated on a continuous basis for changes in assumptions, forecasts and modelling techniques. Future forecasts of the group’s probability of default (PDs) and loss given defaults (LGDs) for the periods 2018 to 2020 (2016: for the periods 2017 to 2019) are based on the latest available internal data and are applied to the first three years’ projected cashflows. Thereafter, PDs and LGDs are gradually reverted to their long-run averages and are applied to the remaining projected cashflows. Inputs into the model include various assumptions utilised in the pricing of loans and advances. The determination of such inputs is highly subjective and therefore any change to one or more of the assumptions may result in a significant change in the determination of the fair value of loans and advances. 124 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Government and other securities The fair value of government and other securities is determined based on available market prices (level 1) or discounted cashflow analysis (level 2), where an instrument is not quoted or the market is considered to be inactive. See note C3 for further detail. Other short-term securities The fair value of other short-term securities is determined using a discounted-cashflow analysis (level 2). See note C4 for further detail. Long-term debt instruments The fair value of long-term debt instruments is determined based on available market prices (level 1) or discounted-cashflow analysis (level 2), where an instrument is not quoted or the market is considered to be inactive. Amounts owed to depositors The amounts owed to depositors principally comprise of variable-rate liabilities. The carrying value of the amounts owed to depositors approximates fair value because the instruments reprice to current market rates at frequent intervals. In addition, a significant portion of the balance is callable or is short term in nature. Cash and cash equivalents, other assets, mandatory deposits with central banks, and provisions and other liabilities The carrying values of cash and cash equivalents, other assets, mandatory deposits with central banks and provisions and other liabilities are considered a reasonable approximation of their respective fair values, as they are either short term in nature or are repriced to current market rates at frequent intervals. I4 Financial instruments designated as at fair value through profit or loss The group has satisfied the criteria for designation of financial instruments as at FVTPL in terms of the accounting policies. Various fixed-rate advances and liabilities are entered into by the group. The overall interest rate risk of the group is economically hedged by way of interest rate swaps and managed by the Group Asset and Liability Committee (ALCO). The interest rate risk is then traded to the market through the central trading desk. The swaps and frontdesk trading instruments meet the definition of ’derivatives’, and are measured at fair value in terms of IAS 39. Fixed-rate advances and liabilities, however, do not meet this definition. Therefore, to avoid any accounting mismatch of holding the advances at amortised cost and the hedging instruments at fair value, the advances and liabilities are designated as at FVTPL and are held at fair value. Various instruments are designated as at FVTPL, which is consistent with the group’s documented risk management or investment strategy. The fair value of the instruments is managed and reviewed on a regular basis by the risk/investment functions of the group. The risk of the portfolio is measured and monitored on a fair-value basis. Nedbank Limited – Annual Report 2017 125 Financial instruments designated as at fair value through profit or loss (continued) I4 I4.1 Financial assets designated as at fair value through profit or loss Maximum exposure to credit risk Change in fair value due to change in credit risk¹ Current period Cumulative Rm Negotiable certificates of deposit Treasury bills and other bonds Government guaranteed2 Other dated securities Mortgage loans Net finance lease and instalment debtors Leases and debentures Preference shares Loans and advances (secured and unsecured) Foreign client lending3 Other loans Private-equity associates, associate companies and joint arrangements Listed investments Unlisted investments 2017 1 468 319 9 952 2016 1 186 537 1 287 7 416 24 030 20 778 20 691 20 247 54 57 5 548 7 554 3 053 15 1 805 74 546 69 942 6 345 368 8 133 2 350 19 1 458 71 135 2017 2016 2017 2016 – – – – ¹ Positive amounts represent gains while negative amounts represent losses. 2 A total of R786m of government and other securities were designated at fair value through profit or loss. However, they were incorrectly included in the held-for-trading category in the prior year. The classification of these instruments has now been corrected. 3 Loans and advances of R3 326m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial assets at amortised cost. Accordingly, the designated at fair value through profit or loss and financial assets at amortised cost categories have been restated to reflect the correct classification. Nedbank Limited has estimated the change in credit risk as being the amount arising from the change in fair value of the financial instrument that is not attributable to changes in market conditions that give rise to market risk. Individual credit spreads for loans or receivables that have been designated as at FVTPL are determined at inception of the deal. The credit spread is calculated as the difference between the benchmark interest rate and the interest rate charged to the client. Subsequent changes in the benchmark interest rate and the credit spread give rise to changes in fair value in the financial instrument. Loans and advances are reviewed for observable changes in credit risk and the credit spread is adjusted at subsequent dates if there has been an observable change in credit risk relating to a particular loan or advance. No credit derivatives are used to hedge the credit risk on any of the financial assets designated as at FVTPL. A breakdown of the financial assets that are designated as at FVTPL can be found in note I1. A detailed explanation of how each financial asset is valued can be found in note I2. 126 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December I4.2 Financial liabilities designated as at fair value through profit or loss Rm 2017 Long-term debt instruments Call and term deposits Negotiable certificates of deposit 2016 Long-term debt instruments Call and term deposits Foreign currency liabilities2 Negotiable certificates of deposit Contractually payable at maturity Fair value Change in fair value due to change in credit risk¹ Current period Cumulative 348 37 683 17 011 55 042 301 33 988 1 20 433 54 723 348 37 616 17 011 54 975 283 33 963 1 20 415 54 662 (99) (36) (135) (38) (35) (73) (127) (79) (206) (61) (89) (150) ¹ Positive amounts represent losses while negative amounts represent gains. 2 Amounts owed to depositors of R9 332m were included in the previous year as designated at fair value through profit or loss, whereas these instruments were classified and measured as financial liabilities at amortised cost. Accordingly, the designated at fair value through profit or loss and financial liabilities at amortised cost categories have been restated to reflect the correct classification. The change in fair value due to credit risk has been determined as the difference between fair values determined using a credit-adjusted liability curve and a risk-free liability curve. The curves are constructed using a standard ’bootstrapping’ process to derive a zero-coupon yield curve. The credit-adjusted curve was based on offer rates of negotiable certificates of deposit and promissory notes with maturity periods of up to five years, and thereafter the offer rates of issued Nedbank Limited bonds are applied. Nedbank Limited – Annual Report 2017 127 I5 Offsetting financial assets and financial liabilities Accounting policy Financial assets and liabilities are offset and the net amount reported in the statement of financial position only when the group has a legally enforceable right to set off the financial asset and financial liability and the group has an intention of settling the asset and liability on a net basis or realising the asset and settling the liability simultaneously. Income and expense items are offset only to the extent that their related instruments have been offset in the statement of financial position. In accordance with the requirements of IFRS 7: Financial Instruments: Disclosures, the table below sets out the impact of: ■ recognised financial instruments that are set off in the statement of financial position in accordance with the requirements of IAS 32: Financial Instruments: Presentation; and ■ financial instruments that are subject to an enforceable master netting arrangement or similar agreement that covers similar financial instruments and transactions that did not qualify for presentation on a net basis. The group reports financial assets and financial liabilities on a net basis in the statement of financial position only if there is a legally enforceable right to set off the recognised amounts and there is intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. Certain master netting arrangements may not meet the criteria for offsetting in the statement of financial position because: ■ these agreements create a right of setoff that is enforceable only following an event of default, insolvency or bankruptcy; and ■ the group and its counterparties do not intend to settle on a net basis or to realise the assets and settle the liabilities simultaneously. Master netting arrangements and similar agreements include derivative clearing agreements, global master repurchase agreements and global master securities lending agreements. Similar financial instruments include derivatives, sales and repurchase agreements, reverse sale and repurchase agreements, and securities borrowing and lending agreements. Financial instruments such as loans and deposits are not disclosed in the table below unless they are offset in the statement of financial position. Rm 2017 Financial assets Derivative financial assets Loans and advances Cash and cash equivalents Total financial assets Financial liabilities Derivative financial liabilities Amounts owed to depositors Total financial liabilities 2016 Financial assets Derivative financial assets Loans and advances Total financial assets Financial liabilities Derivative financial liabilities Amounts owed to depositors Total financial liabilities Effects of netting on the statement of financial position Related amounts not set off in the statement of financial position Amounts set off in the statement of financial position in accordance with IAS 32 Net amounts included in the statement of financial position¹ Amounts that Net amounts Amounts not Total amounts may be netted reflecting the subject to recognised in off on the effect of IFRS 7 the statement occurrence of master netting a future event arrangements offsetting disclosure² of financial position (978) (40 107) (3 286) (44 371) 7 507 36 864 44 371 (5 909) (28 478) (34 387) 5 909 28 478 34 387 29 616 22 919 1 486 54 021 (23 011) (179 906) (202 917) 17 531 3 962 21 493 (13 169) (65 101) (78 270) (26 875) (26 875) (21 319) (21 319) (12 939) (12 939) 6 787 6 787 2 741 22 919 1 486 27 146 (44 330) (179 906) (224 236) 4 592 3 962 8 554 (6 382) (65 101) (71 483) 1 082 666 718 7 337 675 137 (550) (556 846) (557 396) 513 687 963 688 476 (300) (685 218) (685 518) 30 698 689 637 8 823 729 158 (23 561) (736 752) (760 313) 18 044 691 925 709 969 (13 469) (750 319) (763 788) Gross amounts 30 594 63 026 4 772 98 392 (30 518) (216 770) (247 288) 23 440 32 440 55 880 (19 078) (93 579) (112 657) ¹ Includes the net amount of financial assets and financial liabilities where offsetting has been applied in terms of IAS 32 and financial instruments that are subject to master netting agreements but where no offsetting has been applied. Excludes financial instruments that are neither subject to setoff nor master netting agreements. ² Includes financial instruments that are neither subject to setoff nor master netting agreements. 128 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December I5 Offsetting financial assets and financial liabilities Accounting policy of financial position. Financial assets and liabilities are offset and the net amount reported in the statement of financial position only when the group has a legally enforceable right to set off the financial asset and financial liability and the group has an intention of settling the asset and liability on a net basis or realising the asset and settling the liability simultaneously. Income and expense items are offset only to the extent that their related instruments have been offset in the statement In accordance with the requirements of IFRS 7: Financial Instruments: Disclosures, the table below sets out the impact of: ■ recognised financial instruments that are set off in the statement of financial position in accordance with the requirements of IAS 32: Financial Instruments: Presentation; and ■ financial instruments that are subject to an enforceable master netting arrangement or similar agreement that covers similar financial instruments and transactions that did not qualify for presentation on a net basis. The group reports financial assets and financial liabilities on a net basis in the statement of financial position only if there is a legally enforceable right to set off the recognised amounts and there is intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. Certain master netting arrangements may not meet the criteria for offsetting in the statement of financial position because: ■ these agreements create a right of setoff that is enforceable only following an event of default, insolvency or bankruptcy; and simultaneously. ■ the group and its counterparties do not intend to settle on a net basis or to realise the assets and settle the liabilities Master netting arrangements and similar agreements include derivative clearing agreements, global master repurchase agreements and global master securities lending agreements. Similar financial instruments include derivatives, sales and repurchase agreements, reverse sale and repurchase agreements, and securities borrowing and lending agreements. Financial instruments such as loans and deposits are not disclosed in the table below unless they are offset in the statement of financial position. Rm 2017 Financial assets Derivative financial assets Loans and advances Cash and cash equivalents Total financial assets Financial liabilities Derivative financial liabilities Amounts owed to depositors Total financial liabilities 2016 Financial assets Derivative financial assets Loans and advances Total financial assets Financial liabilities Derivative financial liabilities Amounts owed to depositors Total financial liabilities master netting agreements. Effects of netting on the statement of financial position Amounts set off in the statement Net amounts of financial position in accordance with IAS 32 included in the statement of financial position¹ Gross amounts 30 594 63 026 4 772 98 392 (30 518) (216 770) (247 288) 23 440 32 440 55 880 (19 078) (93 579) (112 657) (978) (40 107) (3 286) (44 371) 7 507 36 864 44 371 (5 909) (28 478) (34 387) 5 909 28 478 34 387 29 616 22 919 1 486 54 021 (23 011) (179 906) (202 917) 17 531 3 962 21 493 (13 169) (65 101) (78 270) Related amounts not set off in the statement of financial position Amounts that may be netted off on the occurrence of a future event Net amounts reflecting the effect of master netting arrangements Amounts not subject to IFRS 7 offsetting disclosure² Total amounts recognised in the statement of financial position (26 875) (26 875) (21 319) (21 319) (12 939) (12 939) 6 787 6 787 2 741 22 919 1 486 27 146 (44 330) (179 906) (224 236) 4 592 3 962 8 554 (6 382) (65 101) (71 483) 1 082 666 718 7 337 675 137 (550) (556 846) (557 396) 513 687 963 688 476 (300) (685 218) (685 518) 30 698 689 637 8 823 729 158 (23 561) (736 752) (760 313) 18 044 691 925 709 969 (13 469) (750 319) (763 788) ¹ Includes the net amount of financial assets and financial liabilities where offsetting has been applied in terms of IAS 32 and financial instruments that are subject to master netting agreements but where no offsetting has been applied. Excludes financial instruments that are neither subject to setoff nor ² Includes financial instruments that are neither subject to setoff nor master netting agreements. Nedbank Limited – Annual Report 2017 129 I6 Collateral Accounting policy Financial and non-financial assets are held as collateral in respect of recognised financial assets. Such collateral, except cash collateral, is not recognised by the group, as the group does not retain the risks and rewards of ownership, and is obliged to return such collateral to counterparties on settlement of the related obligations. Should a counterparty be unable to settle its obligations, the group takes possession of collateral or calls on other credit enhancements as full or part settlement of such amounts. These assets are recognised when the applicable recognition criteria under IFRS are met, and the group’s accounting policies are applied from the date of recognition. Cash collateral is recognised when the group receives the cash and is reported as amounts received from depositors. Collateral is also given to counterparties under certain financial arrangements, but such assets are not derecognised where the group retains the risks and rewards of ownership. Such assets are at risk to the extent that the group is unable to fulfil its obligations to counterparties. I6.1 Collateral pledged The group has pledged government and other securities (note C3) and negotiable certificates of deposit (note C4) amounting to R28 538m (2016: R19 162m) as collateral for deposits received under repurchase agreements. These amounts represent assets that have been transferred, but that do not qualify for derecognition under IAS 39. The associated liabilities of R24 615m (2016: R19 127m) are disclosed in note D1. These transactions are entered into under terms and conditions that are standard industry practice in securities borrowing and lending activities. I6.2 Collateral held to mitigate credit risk Credit risk mitigation refers to the actions that can be taken by the group to manage its exposure to credit risk so as to align such exposure with its risk appetite. This action can be proactive or reactive and the level of mitigation that a bank desires may be influenced by external factors such as the economic cycle or internal factors such as a change in risk appetite. References to credit risk mitigation normally focus on the taking of collateral as well as the management of such collateral. While collateral is an essential component of credit risk mitigation, there are a number of other methods used for mitigating credit risk. The group’s credit risk policy acknowledges the role to be played by credit risk mitigation in the management of credit risk, but emphasises that collateral on its own is not necessarily a justification for lending. The primary consideration for any lending opportunity should rather be the borrower’s financial position and ability to repay the facility from its own resources and cashflow. The group generally segregates collateral received into the following two classes: (i) Financial collateral: The group takes financial collateral to support credit exposures in the trading book. This includes cash and debt securities in respect of derivative transactions. These transactions are entered into under terms and conditions that are standard industry practice in securities borrowing and lending activities. (ii) Non-financial collateral: In secured financial transactions the group takes other physical collateral to recover outstanding exposure in the event of the borrower being unable or unwilling to fulfil its obligations. This includes mortgages over property (both residential and commercial), liens over business assets (including, but not limited to, plant, vehicles, aircraft, inventories, trade debtors and financial securities that have a tradable market, such as shares and other securities) and guarantees from parties other than the borrower. Should a counterparty be unable to settle its obligations, the group takes possession of collateral as full or part settlement of such amounts. In general, the group seeks to dispose of such property and other assets that are not readily convertible into cash as soon as the market for the relevant asset permits. The group monitors the concentration levels of collateral to ensure that it is adequately diversified. In particular, the following collateral types are common in the marketplace: (i) Retail portfolio: ■ Mortgage lending secured by mortgage bonds over residential property. ■ Instalment credit transactions secured by the assets financed. ■ Overdrafts that are either unsecured or secured by guarantees, suretyships or pledged securities. 130 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December (ii) Wholesale portfolio: ■ commercial properties are supported by the property financed and a cession of the leases; ■ instalment credit type of transactions that are secured by the assets financed; ■ working capital facilities when secured usually by either a claim on specific assets (fixed assets, inventories or trade debtors) or other collateral such as guarantees; ■ term and structured lending, which usually relies on guarantees or credit derivatives (where only internationally recognised and enforceable agreements are used); and ■ credit exposure to other banks where the risk is commonly mitigated through the use of financial control and netting agreements. The valuation and management of collateral across all business units of the group are governed by the Group Credit Policy. Management considers collateral held in the retail portfolio to be homogenous by nature and therefore more reliably identifiable. Generally, valuations in respect of mortgage portfolios are updated using statistical index models, published data by service providers are used for motor vehicles and physical inspection is performed for other types of collateral. Physical valuations are performed six-monthly on the defaulted book. At 31 December 2017 management considered R192 015m (2016: R183 231m) to be a reasonable estimate of the gross collateral held in the retail portfolio. Management considers collateral held in the wholesale portfolio to be non-homogenous and often exhibiting illiquid characteristics and therefore valuing collateral of this nature requires a significant level of judgement. Collateral of this nature is valued at the inception of a transaction and at least annually during the life of the transaction usually as part of the facility review, which includes a review of the security structure and covenants to ensure that proper title is retained over the relevant collateral. At 31 December 2017 management considered R254 261m (2016: R234 139m) to be a reasonable estimate of the gross collateral held in the wholesale portfolio. During 2017 the group reviewed the classification of collateral held by securitisation vehicles and Nedbank Wealth. As a result, R43bn of collateral was reallocated from the wholesale portfolio to the retail portfolio to reflect the nature of the underlying collateral more accurately. Comparative information for 2016 has been restated accordingly. A further consideration with regard to the valuation and management of collateral is that when credit intervention is required, or in the case of default, all items of collateral relating to that particular client portfolio are immediately revalued. In such instances physical inspection by an expert valuer is required. This process also ensures that an appropriate impairment is evaluated timeously. As part of the reverse repurchase agreements, the group has received securities as collateral that are allowed to be sold or repledged in the absence of default. The fair value of these securities at the reporting date amount to R17 828m (2016: R14 359m), of which Rnil (2016: Rnil) have been sold or repledged. I6.3 Collateral taken possession of and recognised in the statement of financial position Included in properties in possession (note C1.1) is an amount of R96m (2016: R120m), which represents assets the group has acquired during the year by taking possession of collateral held as security. Nedbank Limited – Annual Report 2017 131 SECTION J: SHARE-BASED PAYMENTS Accounting policy Equity-settled share-based payment transactions with employees The group receives services from employees as consideration for equity instruments of the group. The fair value of the employee services is measured at the grant date, by reference to the fair value of the equity instruments. If the equity instruments granted vest immediately and an employee is not required to complete a specified period of service before becoming unconditionally entitled to the instruments, the services received are recognised in profit or loss for the period in full on the grant date, with a corresponding increase in equity. Where the equity instruments do not vest until the employee has completed a specified period of service, it is assumed that the services rendered by the employee, as consideration for the equity instruments, will be received in the future during the vesting period. The services are accounted for in profit or loss in the statement of comprehensive income as they are rendered during the vesting period, with a corresponding increase in equity. The amount recognised as an expense is adjusted to reflect the number of share awards for which the related service and non-market performance vesting conditions are expected to be met such that the amount ultimately recognised as an expense is based on the number of share awards that do meet the related service and non-market performance conditions at the vesting date. Where the equity instruments are no longer outstanding, the accumulated share-based payment reserve in respect of those equity instruments is transferred to retained earnings. Cash-settled share-based payment transactions with employees The cost of cash-settled transactions is measured initially at fair value at the grant date. The fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The liability is remeasured to fair value at each reporting date up to and including the settlement date, with changes in fair value recognised in the statements of comprehensive income as staff costs. Measurement of fair value of equity instruments granted The equity instruments granted by the group are measured at fair value at the measurement date using standard-option pricing valuation models. The valuation technique is consistent with generally acceptable valuation methodologies for pricing financial instruments and incorporates all factors and assumptions that knowledgeable, willing market participants would consider in setting the price of the equity instruments. Vesting conditions, other than market conditions, are not taken into account in determining fair value. Vesting conditions are taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount. Share-based payment transactions with persons or entities other than employees Transactions in which equity instruments are issued to historically disadvantaged individuals and organisations in SA for less than fair value are accounted for as share-based payments. Where the group has issued such instruments and expects to receive services in return for equity instruments, the share-based payments charge is spread over the related vesting (ie service) period. In instances where such services could not be identified the cost has been expensed with immediate effect. The valuation techniques are consistent with those mentioned above. Nedbank Group Limited shares, share options over Nedbank Group Limited shares and equity instruments in respect of Nedbank Group Limited shares are granted to employees as part of their remuneration package as services are rendered, as well as to clients, business partners and affinity groups as an incentive to retain business and facilitate growth within the group. The following are the share and share option schemes that have been in place during the year. All schemes are equity-settled at group level, except the Nedbank UK schemes, the Nedbank Wealth Management International schemes and the Nedbank Africa scheme, all of which are cash-settled. As the group cannot reliably estimate the fair value of services received nor the value of additional business received, the group rebuts the presumption that such services and business can be measured reliably. The group therefore measures its fair value by reference to the fair value of the shares, share options or equity instruments granted, in line with the group’s accounting policy. The fair value of share option awards is measured at the grant date utilising the Black-Scholes valuation model. For the non-option equity awards the fair value is measured by reference to the listed share price, which includes the participant’s right to dividends over the vesting period. 132 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December J1 Description of arrangements Scheme Trust/Special- purpose vehicle (SPV) Description Vesting requirements TRADITIONAL EMPLOYEE SCHEMES Nedbank Group (2005) Share Option and Restricted-share Scheme Nedbank Group (2005) Share Scheme Trust Nedbank Group (2005) Matched- share Scheme Nedbank Group (2005) Share Scheme Trust n/a Nedbank UK Long-term Incentive Plan (LTIP) Nedbank UK Matched Scheme n/a Restricted shares are granted to key personnel to motivate senior employees to remain with the group. The granting of restricted shares is based on job level, merit and performance, and is entirely at the discretion of the trustees acting on recommendations of executive management. Grants are made twice a year for new appointments and annually for existing staff, on a date determined by the trustees. All employees of the group are eligible to participate in the scheme. An amount of not more than 50% of their after-tax bonus can be invested, which will be matched by the group with shares. Employees who perform services in the United Kingdom on behalf of the group will be considered for participation in the UK LTIP. Selected employees will be granted share appreciation rights (SARs). SARs are similar to options in that they are granted at a predetermined exercise price vesting and expiry date. When the participant elects to exercise SARs, the employer settles the difference between the current market price and the exercise price in cash. All UK employees of the group are eligible to participate in the scheme. An amount of not more than 50% of their after-tax bonus can be invested, which will be matched by the group with shares. Maximum term 3 years 3 years 3 years Three years’ service and achievement of performance targets based on average return on equity, as well as the Nedbank Group Limited share price performance against the financial index. In addition, the 2015 grants include a strategic collaboration condition with Old Mutual applicable to group and cluster executives only. Where the performance target is not met, 50% will vest where applicable, provided that the three years’ service has been reached. Three years’ service and achievement of Nedbank Group Limited performance target. Where this performance target is not met, 50% will vest provided that the three years’ service has been reached. Completion of three years’ service, from grant date, subject to corporate performance targets being met. Completion of three years’ service, from grant date, subject to corporate performance targets being met. 3 years Nedbank Limited – Annual Report 2017 133 Description Vesting requirements Maximum term 3 years Completion of three years’ service, from grant date, subject to corporate performance targets being met. J1 Description of arrangements (continued) Trust/Special- purpose vehicle (SPV) n/a Scheme Nedbank Wealth Management International Long-term Incentive Plan (LTIP) n/a Nedbank Wealth Management International Matched Scheme Nedbank Africa Restricted-share Scheme n/a Nedbank Africa Matched-share Scheme n/a Restricted shares are granted to key Nedbank Wealth Management International personnel to motivate senior employees to remain with the group. The granting of restricted shares is based on job level, merit and performance, and is entirely at the discretion of the trustees acting on recommendations of executive management. Grants are made twice a year for new appointments and annually for existing staff, on a date determined by the trustees. All Nedbank Wealth Management International employees of the group are eligible to participate in the scheme. An amount of not more than 50% of their after-tax bonus can be invested, which will be matched by the group with shares. Restricted shares are granted to key Nedbank Africa personnel to motivate senior employees to remain with the group. The granting of restricted shares is based on job level, merit and performance, and is entirely at the discretion of the trustees acting on recommendations of executive management. Grants are made twice a year for new appointments and annually for existing staff, on a date determined by the trustees. All employees of the group are eligible to participate in the scheme. An amount of not more than 50% of their after-tax bonus can be invested, which will be matched by the group with shares. Completion of three years’ service, from grant date, subject to corporate performance targets being met. 3 years Completion of three years’ service, from grant date, subject to corporate performance targets being met. 3 years 3 years Three years’ service and achievement of corporate performance targets. Where these performance targets are not met, 50% will vest provided that the three years’ service has been reached. 134 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Scheme Trust/Special- purpose vehicle (SPV) Description Vesting requirements NEDBANK EYETHU BEE SCHEMES – EMPLOYEES Black Executive Scheme Nedbank Eyethu Black Executive Trust Black Management Scheme Nedbank Eyethu Black Management Trust Restricted shares and share options were granted to certain black employees at a senior management level. The beneficial ownership of the shares lies with the participants, including the voting and dividend rights. Restricted shares and share options were granted to certain black employees at a middle and senior management level. The beneficial ownership of the shares lies with the participants, including the voting and dividend rights. Participants must remain in service for four, five and six years, after each of which one-third of the shares become unrestricted and one-third of the options vest. Participants must remain in service for four, five and six years, after each of which one-third of the shares become unrestricted and one-third of the options vest. NEDBANK SWAZILAND SINAKEKELWE SCHEMES – BEE AND LTIP Maximum term 7 years 7 years Swaziland Broad-based Employee Scheme Swaziland Management Scheme Nedbank Sinakekelwe Trust Broad- based Employee Scheme Nedbank Sinakekelwe Trust Management Scheme Swaziland Trust Long-term Incentive Scheme Sinakekelwe Trust Long- term Incentive Scheme No dealing in these shares during the restricted period of five years. 5 years 5 years Participants must remain in service for three, four and five years, after each of which one-third of the shares become unrestricted and one-third of the options vest. 5 years Participants must remain in service for three, four and five years, after each of which one-third of the shares become unrestricted and one-third of the options vest. Restricted shares were granted to qualifying non-managerial employees who do not participate in any other incentive schemes within the group. The beneficial ownership of the shares lies with the participants, including dividend rights. Restricted shares and share options were granted to key management personnel as an incentive to remain within the group. Grants are allocated on the basis of job level, performance, potential and skills and competencies portrayed by the employee, entirely at the discretion of the trustees and are allocated under recommendation of the group’s executive management team. The beneficial ownership of the shares lies with the participants, including dividend rights. Restricted shares and share options to be granted to key management personnel as an incentive to remain within the group. Grants will be allocated on the basis of job level, performance, potential and skills and competencies portrayed by the employee, entirely at the discretion of the group’s executive management team. The beneficial ownership of the shares lies with the participants, including dividend rights. Grants to staff have yet to be made. No numerical information has been included in either the share-based payment expense or reserve in respect of these schemes, as the cumulative amount is less than R1m. Nedbank Limited – Annual Report 2017 135 J2 Effect on profit and financial position Traditional employee schemes 589 548 1 184 1 135 Share-based payments expense Share-based payments reserve/liability 2017 Rm 2016 Rm 2017 Rm 2016 Rm Nedbank Group (2005) Share Option and Restricted-share Scheme Nedbank Group (2005) Matched-share Scheme Nedbank UK Long-term Incentive Plan¹ Nedbank UK Matched-share Scheme¹ Nedbank Wealth Management International Long-term Incentive Plan¹ Nedbank Wealth Management International Matched-share Scheme¹ Nedbank Wealth Management Incentive Scheme¹ Nedbank Africa Restricted-share Scheme and Matched-share Scheme¹ Nedbank Eyethu BEE schemes Black Executive Scheme Black Management Scheme ¹ This scheme is cash-settled and therefore creates a liability. 477 122 (18) 1 (1) 1 1 6 2 2 434 109 (2) 1 1 1 4 12 10 2 909 239 10 3 9 2 1 11 21 18 3 879 223 15 2 8 3 5 42 33 9 591 560 1 205 1 177 2017 2016 Number of instruments Weighted- average exercise price R Number of instruments Weighted- average exercise price R J3 Movements in number of instruments Nedbank Group (2005) Share Option and Restricted-share Scheme Outstanding at the beginning of the year Granted Forfeited Exercised Outstanding at the end of the year 9 630 296 3 252 604 (495 899) (2 985 722) 9 401 279 9 234 425 3 990 166 (471 075) (3 123 220) 9 630 296 Exercisable at the end of the year Weighted-average share price for share instruments exercised (R) – – 251,80 – – 190,74 Nedbank Group (2005) Matched-share Scheme Outstanding at the beginning of the year Granted Forfeited Exercised Outstanding at the end of the year 2 213 243 811 034 (175 301) (603 753) 2 245 223 Exercisable at the end of the year Weighted-average share price for share instruments exercised (R) – – 241,50 Nedbank UK Long-term Incentive Plan Outstanding at the beginning of the year Granted Other Exercised Outstanding at the end of the year Exercisable at the end of the year Weighted-average share price for share instruments exercised (GBP) Nedbank UK Matched-share Scheme Outstanding at the beginning of the year Granted Exercised Outstanding at the end of the year 102 536 43 932 (52 336) 94 132 – 14 249 5 341 (2 811) 16 779 – – 1 917 120 991 867 (202 744) (493 000) 2 213 243 – 119 502 22 566 (1 172) (38 360) 102 536 – 16 811 4 198 (6 760) 14 249 – 189,10 – – 136 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December J3 Movements in number of instruments (continued) Exercisable at the end of the year Weighted-average share price for share instruments exercised (GBP) Nedbank Wealth Management International Long-term Incentive Plan Outstanding at the beginning of the year Granted Other Exercised Outstanding at the end of the year Exercisable at the end of the year Weighted-average share price for share instruments exercised (GBP) Nedbank Wealth Management International Matched-share Scheme Outstanding at the beginning of the year Granted Exercised Outstanding at the end of the year Exercisable at the end of the year Weighted-average share price for share instruments exercised (GBP) Nedbank Africa Restricted-share Scheme Outstanding at the beginning of the year Granted Granted prior year Forfeited Outstanding at the end of the year Exercisable at the end of the year Weighted-average share price for share instruments exercised (R) Nedbank Africa Matched-share Scheme Granted Granted prior year Outstanding at the end of the year Exercisable at the end of the year Weighted-average share price for share instruments exercised (GBP) Black Executive Scheme Outstanding at the beginning of the year Forfeited Exercised Outstanding at the end of the year Exercisable at the end of the year Weighted-average share price for share instruments exercised (R) Black Management Scheme Outstanding at the beginning of the year Forfeited Exercised Other movements Expired Outstanding at the end of the year Exercisable at the end of the year Weighted-average share price for share instruments exercised (R) 2017 2016 Number of instruments Weighted- average exercise price R Number of instruments Weighted- average exercise price R – 72 917 22 624 (19 274) 76 267 – 15 915 4 757 (7 613) 13 059 – 56 270 49 496 5 770 (4 272) 107 264 – 731 2 109 2 840 – 518 456 (52 104) (179 251) 287 101 79 087 277 806 (20 686) (168 581) (5 291) 83 248 63 599 – – – – – – – – – – – 61 284 33 130 11 (21 508) 72 917 – 18 397 4 180 (6 662) 15 915 – 30 096 31 090 (4 916) 56 270 – – – – – – – – – – – – – 820 207 241,38 (301 751) 518 456 26 001 706 559 (48 357) (377 842) 6 355 (8 909) 277 806 96 001 170,79 237,03 137,08 242,05 162,29 194,31 248,07 126,03 77,69 132,49 197,05 Nedbank Limited – Annual Report 2017 137 J4 Instruments outstanding at the end of the year by exercise price Nedbank Group (2005) Share Option and Restricted-share Scheme 0,00 Nedbank Group (2005) Matched-share Scheme 0,00 Nedbank UK Long-term Incentive Plan 0,00 Nedbank UK Matched-share Scheme 0,00 Nedbank Wealth Management International Long-term Incentive Plan 0,00 Nedbank Wealth Management International Matched-share Scheme 0,00 Black Executive Scheme 0,00 121,08 128,44 140,00 161,88 182,98 189,90 Black Management Scheme 0,00 121,08 128,44 132,18 139,69 161,88 Nedbank Africa Restricted-share Scheme 0,00 Nedbank Africa Matched-share Scheme 0,00 2017 2016 Weighted- average remaining contractual life (years) Number of instruments Weighted- average remaining contractual life (years) Number of instruments 9 401 279 9 401 279 2 245 223 2 245 223 94 132 94 132 16 779 16 779 76 267 76 267 13 059 13 059 1,3 1,3 1,3 1,3 1,4 1,4 1,1 1,1 1,2 1,2 1,0 1,0 70 508 0,7 104 906 41 509 70 178 287 101 1 737 34 749 18 893 27 869 83 248 107 264 107 264 2 840 2 840 1,2 1,6 2,2 1,4 1,2 0,1 1,2 0,2 1,8 1,8 1,4 1,4 9 630 296 9 630 296 2 213 243 2 213 243 102 536 102 536 14 249 14 249 72 917 72 917 15 915 15 915 160 652 1 942 28 622 20 400 136 710 80 649 89 481 518 456 15 684 16 953 103 946 32 923 59 263 49 037 277 806 56 270 56 270 1,3 1,3 1,4 1,4 0,9 0,9 1,3 1,3 1,4 1,4 1,0 1,0 1,3 0,2 1,2 0,6 2,2 2,6 3,2 2,0 0,6 0,2 1,1 0,6 0,2 2,2 1,0 1,7 1,7 56 270 1,7 138 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December J5 Instruments granted during the year The weighted-average fair value of instruments granted during the year has been calculated using the Black-Scholes option pricing model, using the following inputs and assumptions. Nedbank Group (2005) Share Option and Restricted- share Scheme Nedbank Group (2005) Matched- share Scheme Nedbank UK Long-term Incentive Plan Nedbank UK Matched Scheme Nedbank Wealth Management International Long-term Incentive Plan Nedbank Wealth Management International Matched Scheme Nedbank Africa Restricted- share Scheme Nedbank Africa Matched- share Scheme 2017 Number of instruments granted Weighted-average fair value per instrument granted (R)¹ Weighted-average share price (R) Weighted-average expected volatility (%)² Weighted-average life (years) Weighted-average risk-free interest rate (%) Number of participants Weighted-average vesting period (years) 2016 Number of instruments granted Weighted-average fair value per instrument granted (R)¹ Weighted-average share price (R) Weighted-average expected volatility (%)² Weighted-average life (years) Weighted-average risk-free interest rate (%) Number of participants Weighted-average vesting period (years) 3 252 604 811 034 43 932 5 341 22 624 4 757 49 496 731 261,40 193,47 255,74 193,47 263,31 193,47 261,26 193,47 261,87 241,50 260,26 241,50 263,31 241,50 261,26 241,50 26,9 0,3 26,9 26,8 26,8 26,8 26,9 26,8 3 3 3 3 3 3 3 3 7,4 7,7 1 437 1 730 3 3 7 3 6 3 12 3 17 3 7,3 65 3 7,4 1 3 3 983 062 989 936 22 566 4 198 33 130 4 180 31 090 31 090 183,73 161,97 183,18 161,97 183,18 183,18 183,73 194,33 183,19 194,25 183,19 194,25 183,19 183,19 25,7 25,7 3 3 8,2 8,2 1 353 1 648 3 3 25,7 25,7 25,7 25,7 3 3 3 3 6 3 4 3 11 3 13 3 8,2 39 8,2 39 3 3 ¹ Fair value per instrument has been recalculated in line with a change in the valuation methodology for shares linked to the financial index. ² Expected volatility is determined based on the historical average volatility for shares over their vesting periods. Volatility is determined using expected volatility for all shares listed on the JSE. No further grants were made for the Black Executive Scheme and Black Management Scheme. Nedbank Limited – Annual Report 2017 139 SECTION K: OTHER LIABILITIES K1 Provisions and other liabilities Accounting policy Provisions Provisions are recognised when the group has a present legal or constructive obligation as a result of a past event, in respect of which it is probable that an outflow of economic benefits will occur and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the reasonable estimate of the expenditure required to settle the obligation at the reporting date. Where the effect of discounting is material, the provision is discounted. The discount rate reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Gains from the expected disposal of assets are not taken into account in measuring provisions. Provisions are reviewed at each reporting date and adjusted to reflect the current reasonable estimate. If it is no longer probable that an outflow of resources will be required to settle the obligation, the provision is reversed. Reimbursements Where some or all of the expenditure required to settle a provision is expected to be reimbursed by a party outside the group, the reimbursement is recognised when it is virtually certain that it will be received if the group settles the obligation. The reimbursement is recorded as a separate asset at an amount not exceeding the related provision. The expense for the provision is presented net of the reimbursement in profit or loss. Onerous contracts A provision for onerous contracts is recognised when the expected benefits to be derived by the group from an executory contract are lower than the unavoidable cost of meeting the obligations under the contract. Future operating costs or losses are not provided for. Client loyalty When a cardholder makes a purchase that is regarded as eligible spend, the person/company will be granted points that can be redeemed at a later date for goods or services. Points do not expire, unless a client is delinquent or dormant, in which case the points accrued are forfeited as stated in the terms and conditions. The fair value of the consideration received or receivable in respect of the initial sale is allocated between the award credits and the other components of the sale. The award credits are recognised as deferred revenue until the entity fulfils its obligations to deliver awards to clients. The consideration allocated to the award credits will be measured by reference to the fair value thereof, ie the amount for which the award credits could be sold separately and the expected manner by which the points will be utilised. Adjustments are made for the expected utilisation and non-utilisation of the points awarded. K1.1 Movement in carrying amount Creditors and other accounts Deferred revenue: client loyalty programmes Short-trading securities and spot positions Leave pay accrual (note K1.2) K1.2 Leave pay accrual Balance at the beginning of the year Recognised in profit or loss Utilised during the year Balance at the end of the year K2 Contingent liabilities and undrawn facilities Guarantees on behalf of clients Letters of credit and discounting transactions Irrevocable unutilised facilities and other 2017 Rm 10 611 182 2 436 818 14 047 754 321 (257) 818 2016 Rm 9 504 224 2 235 754 12 717 675 1 966 (1 887) 754 2017 Rm 26 710 2 837 101 336 2016 Rm 22 177 3 360 101 566 130 883 127 103 The group, in the ordinary course of business, enters into transactions that expose the group to tax, legal and business risks. Provisions are made for known liabilities that are expected to materialise (refer to note K1). Possible obligations and known liabilities, where no reliable estimate can be made or it is considered improbable that an outflow would result, are reported as contingent liabilities. This is in accordance with IAS 37: Provisions, Contingent Liabilities and Contingent Assets. 140 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December There are a number of legal or potential claims against Nedbank Limited and its subsidiary companies, the outcomes of which cannot at present be foreseen. The largest potential claim relates to Pinnacle Point Group Limited, where Absa Bank Limited (Absa) has initiated an action in the High Court against Nedbank for the sum of R773m, where Absa alleges that Nedbank had a legal duty of care to it in relation to certain single-stock futures transactions. In a matter relating to the same events New Port Finance Company Proprietary Limited and the Winifred Trust have sued Absa for R405m and R65m respectively, alleging that Absa had a duty of care towards them. During November 2016 Absa joined Nedbank as a third party to that action claiming that, should Absa be held liable, then Absa would be entitled to claim a contribution from Nedbank. Nedbank’s legal counsel is of the view that Nedbank has a strong case to resist both matters successfully. K3 Commitments New standards and interpretations not yet adopted IFRS 16: Leases IFRS 16 was issued in January 2016 and replaces IAS 17: Leases and its related interpretations for reporting periods beginning on or after 1 January 2019. The group as lessee: IFRS 16 introduces a ‘right of use’ model whereby the lessee recognises a right-of-use asset and an associated financial obligation to make lease payments for all leases with a term of more than 12 months. The asset will be amortised over the lease term and the financial liability measured at amortised cost with interest recognised in profit or loss using the effective-interest-rate method. The group as lessor: IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify and account for its leases as operating leases or finance leases. The group is in the process of assessing the impact of IFRS 16 and which transitional approach it will follow. K3.1 Capital expenditure approved by directors Contracted Not yet contracted 2017 Rm 415 2 320 2 735 2016 Rm 515 2 092 2 607 Funds to meet capital expenditure commitments will be provided from group resources. In addition, capital expenditure is incurred in the normal course of business throughout the year. K3.2 Operating lease commitments Companies in the group have entered into leases over fixed property, furniture and other equipment for varying periods. The group is a major lessor of properties, which are subject to individual contracts that specify the group’s option to renew leases, escalation clauses and purchase options, if applicable. Due to the large number of lease agreements entered into by the group, this information has not been provided in the annual financial statements, but is available from the group on request. The following are the minimum lease payments under non-cancellable leases: 2017 Land and buildings¹ Furniture and equipment 2016 Land and buildings¹ Furniture and equipment 2018 Rm 919 20 939 2017 Rm 913 177 1 090 2019 – 2023 Rm 1 863 1 863 2018 – 2022 Rm 1 924 66 1 990 Beyond 2023 Rm 367 367 Beyond 2022 Rm 578 59 637 ¹ The group may from time to time enter into subleases of properties where it is the lessee. These subleases are considered to be immaterial in the context of the group’s overall leasing arrangements. The terms of renewal and escalation clauses are as follows: The majority of material leases entered into by the group include an option to renew the lease. If the rental for the renewal period has not been agreed on or determined by the commencement date of the renewal period, the tenant must continue to pay the existing monthly rental. Once the rental is determined, cumulative adjustments will be made to the amount payable for the following month. Escalation clauses for major leases entered into by the group range between 6% and 8% per annum. For all major lease agreements entered into there is no requirement to pay contingent rent or purchase options. K3.3 Commitments under derivative instruments The group enters into option contracts, financial futures contracts, forward rate and interest rate swap agreements, and other financial agreements in the normal course of business (note C7). Nedbank Limited – Annual Report 2017 141 SECTION L: RISK AND BALANCE SHEET MANAGEMENT Key assumptions concerning the future and key sources of estimation Financial risk management The group’s risk management procedures include, but are not limited to, credit risk, liquidity risk, interest rate risk in the banking book and market risk. Additional information relating to the group’s risk management policies and procedures are disclosed in the unaudited Risk and Capital Management Report, available at nedbank.co.za. L1 Capital management Nedbank Group’s Capital Management Framework reflects the integration of risk, capital, strategy and performance measurement across the group and contributes significantly to the ERMF. A board-approved Solvency and Capital Management Policy requires the group to be capitalised at the greater of Basel III regulatory capital and economic capital. The Group Capital Management Division is housed within the Balance Sheet Management Cluster that reports to the Chief Operating Officer and is mandated with the implementation of the Capital Management Framework and the Internal Capital Adequacy Assessment Process (ICAAP) across the group. The capital management (incorporating ICAAP) responsibilities of the board and management are incorporated in their respective terms of reference as contained in the ERMF and are assisted by the board’s Group Risk and Capital Management Committee, and Group ALCO and Executive Risk Committee, respectively. Capital, reserves and long-term debt instruments The group’s capital management framework, policies and processes cover the group’s capital and reserves as per the consolidated statement of changes in equity, as well as the long-term debt instruments per note D2. Further details on the ERMF, capital management and regulatory requirements are disclosed in the Pillar 3: Basel III Public Disclosure Report, which is unaudited unless stated otherwise. L2 Liquidity gap Banks are inherently susceptible to liquidity mismatches and consequently funding and market liquidity risks. Through the robust Liquidity Risk Management Framework the group manages the funding and market liquidity risk to ensure that banking operations continue uninterrupted under normal and stressed conditions. The key objectives that underpin the Liquidity Risk Management Framework include maintaining financial market confidence at all times, protecting key stakeholder interests and meeting regulatory liquidity requirements. In terms of measuring, managing and mitigating liquidity mismatches, Nedbank focuses on two types of liquidity risk: funding liquidity risk and market liquidity risk. Funding liquidity risk is the risk that the group is unable to meet its payment obligations as they fall due. These payment obligations could emanate from depositor withdrawals, the inability to roll over maturing debt or meet contractual commitments to lend. Liquidity risk management is a vital risk management function in all entities across all jurisdictions and currencies, and is a key focus for the group. The board of directors retains ultimate responsibility for the effective management of liquidity risk. Through the Group Risk and Capital Management Committee (GRCMC) (a board committee), the board has delegated its responsibility for the management of liquidity risk to Group ALCO. The group’s Liquidity Risk Management Framework articulates the board-approved risk appetite in the form of limits and guidelines, and sets out the responsibilities, processes, reporting and assurance required to support the management of liquidity risk. The Liquidity Risk Management Framework is reviewed annually by Group Alco and approved by the GRCMC. 2017 Rm < 3 months > 3 months < 6 months > 6 months < 1 year > 1 year < 5 years > 5 years Non- determined Total Cash and cash equivalents (including mandatory reserve deposits with central banks) Other short-term securities Derivative financial instruments Government and other securities Loans and advances Other assets Total equity Derivative financial instruments Amounts owed to depositors Provisions and other liabilities Long-term debt instruments 26 968 26 843 6 037 170 158 086 21 442 2 842 3 502 36 985 20 763 3 787 3 309 49 157 4 424 7 256 23 108 253 941 10 776 18 660 191 468 26 968 73 472 30 698 48 749 689 637 34 437 34 437 218 104 64 771 77 016 288 729 220 904 34 437 903 961 5 102 536 489 2 335 72 715 3 269 62 732 5 490 56 988 7 365 7 828 477 1 437 3 720 27 804 18 044 74 154 18 012 74 154 23 561 736 752 18 012 51 482 542 068 76 487 69 721 90 282 33 237 92 166 903 961 Net liquidity gap (323 964) (11 716) 7 295 198 447 187 667 (57 729) – 142 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December 2016 Rm < 3 months > 3 months < 6 months > 6 months < 1 year > 1 year < 5 years > 5 years Non- determined Total Cash and cash equivalents (including mandatory reserve deposits with central banks) Other short-term securities Derivative financial instruments Government and other securities Loans and advances Other assets Total equity Derivative financial instruments Amounts owed to depositors Provisions and other liabilities Long-term debt instruments 37 875 21 164 3 454 2 327 149 176 201 16 723 1 906 940 31 975 304 20 419 1 930 2 558 52 826 9 912 4 090 18 889 271 353 6 664 25 973 186 595 38 380 68 218 18 044 50 687 691 925 32 807 32 807 213 996 51 745 78 037 304 244 219 232 32 807 900 061 2 229 542 572 1 329 71 633 1 362 65 354 3 677 61 857 4 872 8 903 2 724 836 2 609 26 837 19 056 67 722 16 489 67 722 13 469 750 319 16 489 52 062 547 525 73 798 69 325 92 371 32 831 84 211 900 061 Net liquidity gap (333 529) (22 053) 8 712 211 873 186 401 (51 404) – This note has been prepared on a contractual maturity basis. The group has high-quality liquid assets and other sources of quick liquidity. Other sources of quick liquid assets include corporate bonds and listed equities, unencumbered trading securities, price-sensitive overnight loans, other banks’ paper and unutilised bank credit lines. L3 Interest rate risk in the banking book Net interest income sensitivity  1% instantaneous decline in interest rates1 2017 Rm 2016 Rm (1 210) (1 197) Management of interest rate risk in the banking book The group employs various analytical techniques to measure interest rate sensitivity monthly within the banking book on both an earnings and economic value basis (where appropriate) for balance sheets with material exposure to interest rate risk. Assets, liabilities and derivative financial instruments are modelled and reported based on their contractual repricing or maturity characteristics. Where advances are exposed to prepayments and deposits to ambiguous repricing, Group ALCO approves the use of prepayment models for the hedging of fixed-rate advances and behavioural repricing assumptions for the modelling and reporting of ambiguous repricing deposits, where appropriate. Sensitivity analysis At the reporting date, the net interest income sensitivity of the banking book for a 1% parallel reduction in interest rates measured over 12 months is a decrease in net interest income of approximately R1 210m before tax (2016: R1 197m), which is within the board’s approved risk limit. The group’s net interest income sensitivity exhibits very little convexity and will therefore also result in an increase in pretax net interest income of similar amounts should interest rates increase by 1%. Net interest income sensitivity is actively managed through on- and off-balance-sheet interest rate risk management strategies for the group’s expected interest rate view and impairment sensitivity. 1 Nedbank London: 0,5% instantaneous decline in interest rates. L4 Historical value at risk (99%, one-day) by risk type Value at risk (VaR) is the potential loss in pretax profit due to adverse market movements over a defined holding period with a specified confidence level. The VaR methodology is a statistically defined, probability-based approach that takes into account market volatilities as well as risk diversification by recognising offsetting positions and correlations between products and markets. It facilitates the consistent measurement of risk across all markets and products, and risk measures can be aggregated to arrive at a single risk number. The 99% one-day VaR number used by the group reflects, at a 99% confidence level, that the daily loss will not exceed the reported VaR and therefore that the daily losses exceeding the VaR figure are likely to occur, on average, once in every 100 business days. The group uses one year of historical data to estimate VaR. Some of the considerations that are taken into account when reviewing the VaR numbers are: • The assumed one-day holding period will not fully capture the market risk of positions that cannot be liquidated or offset with hedges within one day. • The historical VaR assumes that the past is a good representation of the future, which may not always be the case. • The 99% confidence level does not indicate the potential loss beyond this interval. • If a product or listing is new in the market, limited historical data would be available. In such cases, a proxy is chosen to act as an estimate for the historical rates of the relevant risk factor. Depending on the amount of (limited) historical rates available, regression analysis is used on the chosen proxy to refine the link between the proxy and the actual rates. Additional risk measures are used to monitor the individual trading desks, including performance triggers, approved trading products, concentration of exposures, maximum tenor limits and market liquidity constraints. Nedbank Limited – Annual Report 2017 143 L4 Historical value at risk (99%, one-day) by risk type (continued) All market risk models are subject to periodic independent validation in terms of the Group Market Risk Management Framework. A formal review of all existing valuation models is conducted at least annually. Should the review process indicate that models need to be updated, a formal independent review will take place. All new risk models developed are independently validated prior to implementation. The group’s current trading activities are focused on liquid markets, which are in line with the current regulatory liquidity horizon assumption of a 10-day holding period, as per Basel III. 2017 2016 Rm Average Minimum Maximum Year-end Average Minimum Maximum Year-end Foreign exchange Interest rate Credit Commodity Diversification Total VaR exposure 4,5 21,2 9,2 0,1 (12,5) 22,5 0,9 11,3 6,2 <0.1 11,5 38,1 16,1 0,7 3,8 31,1 12,1 0,7 (20,5) 13,1 39,2 27,2 9,3 16,0 7,3 0,3 (8,1) 24,8 1,0 7,7 4,9 <0.1 25,4 33,5 10,9 2,7 8,2 52,0 2,8 11,6 8,4 <0.1 (6,4) 16,4 144 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December SECTION M: CASHFLOW INFORMATION M1 Reconciliation of profit from operations to cash generated by operations Profit from operations Adjusted for: – Depreciation (note B7) – Amortisation: computer software and intangible assets (note B7) – Movement in impairment of loans and advances – Net income on investment banking assets – Non-trading and capital items (note B9) – Indirect taxation (note B8.1) Cash generated by operations M2 Cash received from clients Interest and similar income (note B5.1) Commission and fees income (note B6) Net trading income (note B6) Private-equity (losses)/income Other non-interest income M3 Cash paid to clients, employees and suppliers Interest expense and similar charges (note B5.2) Staff costs (note B7) Computer processing Communication and travel Occupation and accommodation Marketing and public relations (note B7) Fees and assurances (note B7) Furniture, office equipment and consumables Other operating expenses M4 Increase in operating assets Other short-term securities Government and other securities Loans and advances and other operating assets M5 Increase in operating liabilities Current and savings accounts Other deposits, loan accounts and foreign currency liabilities Negotiable certificates of deposit Deposits received under repurchase agreements Creditors and other liabilities 2017 Rm 2016 Rm 14 817 13 243 1 319 777 4 238 (36) 210 858 1 181 784 5 411 (11) 289 810 22 183 21 707 71 311 14 890 3 426 (17) 862 69 862 14 587 3 321 690 743 90 472 89 203 (46 111) (45 344) (14 562) (13 819) (2 377) (2 368) (734) (1 695) (1 606) (2 609) (292) (221) (751) (1 718) (1 618) (2 421) (314) (309) (70 207) (68 662) (5 909) 1 808 (8 140) (7 954) (20 043) (21 963) (24 144) (38 057) 827 (7 986) (11 896) 5 488 18 572 4 115 25 686 8 886 3 596 (18 411) 5 005 23 872 Nedbank Limited – Annual Report 2017 145 M6 Disposal of investments in subsidiary companies net of cash 2017 Rm 2016 Rm Other short-term securities Derivative financial instruments Government and other securities Loans and advances Other assets Current taxation assets Investments in associate companies and joint ventures Deferred taxation assets Property and equipment Intergroup assets Amounts owed to depositors Deferred taxation liabilities Derivative financial instruments Current taxation liabilities Other liabilities Intergroup liabilities Net assets disposed (excluding cash and cash equivalents) Non-controlling interest Dividends paid to ordinary shareholders Cash and cash equivalents disposed M7 Taxation paid Amounts receivable at the beginning of the year Statement of comprehensive income charge (excluding deferred taxation) Other taxation received Amounts receivable at the end of the year Total indirect taxation (note B8.1) Taxation paid 492 20 130 4 756 68 15 3 31 116 1 586 (7 288) (3) (3) (20) (148) (110) (355) (244) (907) (1 506) – – 387 817 (3 627) (3 570) 69 116 (3 055) (858) (70) (387) (3 210) (810) (3 913) (4 020) 146 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December SECTION N: ADDITIONAL INFORMATION N1 Foreign currency conversion Accounting policy Foreign currency transactions Individual entities within the group may use a different functional currency than that of the group, being the currency of the primary economic environment in which the respective entities operate. Transactions in foreign currencies are translated into the functional currency of the individual entities at the date of the transaction by applying the spot exchange rate ruling at the transaction date to the foreign currency amounts. The consolidated financial statements are presented in SA rand, which is the group’s presentation currency. Monetary assets and liabilities in foreign currencies are translated into the functional currency of the respective entities of the group at the spot exchange rate ruling at the reporting date. Exchange differences that arise on the settlement or translation of monetary items at rates that are different from those at which they were translated on initial recognition during the period or in previous financial statements are recognised in profit or loss in the period that they arise. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into the respective functional currencies of the group entities using the foreign exchange rates ruling at the dates when the fair values were determined. Non-monetary assets and liabilities denominated in foreign currencies that are measured in terms of historical cost are converted into the functional currency of the respective group entities at the rate of exchange ruling at the date of the transaction and are not retranslated subsequently. Exchange differences on non-monetary items are recognised consistently with the gains and losses that arise on such items, ie exchange differences relating to an item for which gains and losses are recognised directly in equity are generally recognised in equity. Similarly, exchange differences for non-monetary items for which gains and losses are recognised in profit or loss are recognised in profit or loss in the period in which they arise. Exchange rates UK pound to rand US dollar to rand Geographic analyses Average Closing 2017 17,15 13,31 2016 19,65 14,57 2017 16,60 12,29 2016 16,95 13,77 The geographic analyses within various notes are based on the geographic location of the clients or transactions and not the domicile of the group entity. N2 Events after the reporting period There are no material events after the reporting period to report on. Nedbank Limited – Annual Report 2017 147 N3 Directors’ emoluments The following disclosures are those required by the Companies Act, 71 of 2008, in respect of remuneration of directors and prescribed officers: N3.1 Total remuneration of executive directors and prescribed officers Mike Brown Mfundo Nkuhlu Raisibe Morathi R’000 Cash portion of package Other benefits Defined-contribution retirement fund Guaranteed remuneration Cash performance incentive Cash performance incentive (delivered in shares) Total short-term incentive (STI)1 Total remuneration2 Value of share-based awards (face value at award)3 Total direct remuneration 2017 7 014 160 1 001 8 175 7 875 5 875 13 750 21 925 14 500 36 425 2016 6 680 148 953 7 781 7 750 6 750 14 500 22 281 14 500 36 781 2017 4 635 149 668 5 452 4 500 3 500 8 000 13 452 2016 4 415 137 635 5 187 4 625 3 625 8 250 13 437 2017 4 184 110 576 4 870 4 625 3 625 8 250 13 120 2016 3 654 105 666 4 425 4 625 3 625 8 250 12 675 9 500 9 250 8 750 8 000 22 952 22 687 21 870 20 675 1 In terms of the rules of the Matched-share Scheme this amount may increase by up to 27,5% (before share price movement), subject to fulfilment of the corporate performance targets (CPTs) and the amount remaining invested in the scheme for 36 months. 2 Total remuneration is the sum of guaranteed remuneration and total STI. 3 This is the value of the share-based awards made in the following financial year. 4 Ciko Thomas was appointed as a prescribed officer on 1 April 2016. 5 Awards for 2016 include on-appointment awards made in respect of appointment to more senior roles. 148 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December Iolanda Ruggiero Ciko Thomas4, 5 Brian Kennedy R’000 Cash portion of package Other benefits Defined-contribution retirement fund Guaranteed remuneration Cash performance incentive Cash performance incentive (delivered in shares) Total short-term incentive (STI)1 Total remuneration2 Value of share-based awards (face value at award)3 Total direct remuneration 2017 3 160 91 454 3 705 3 125 2 125 5 250 8 955 6 000 14 955 2016 3 011 84 432 3 527 3 550 2 550 6 100 9 627 6 500 16 127 2017 3 746 113 610 4 469 4 625 3 625 8 250 12 719 8 500 21 219 2016 2 513 78 410 3 001 4 250 3 250 7 500 10 501 12 000 22 501 2017 4 015 236 320 4 571 8 875 7 875 16 750 21 321 2016 3 819 233 305 4 357 9 320 8 320 17 640 21 997 8 500 8 500 29 821 30 497 1 In terms of the rules of the Matched-share Scheme this amount may increase by up to 27,5% (before share price movement), subject to fulfilment of the corporate performance targets (CPTs) and the amount remaining invested in the scheme for 36 months. 2 Total remuneration is the sum of guaranteed remuneration and total STI. 3 This is the value of the share-based awards made in the following financial year. 4 Ciko Thomas was appointed as a prescribed officer on 1 April 2016. 5 Awards for 2016 include on-appointment awards made in respect of appointment to more senior roles. Nedbank Limited – Annual Report 2017 149 N3.2 Non-executive directors’ remuneration DK Adomakoh TA Boardman BA Dames ID Gladman E Kruger PB Hanratty JB Hemphill PM Makwana MA Matooane NP Mnxasana V Naidoo JK Netshitenzhe R Leith SS Subramoney MI Wyman L Manzini N Dongwana H Brody Total Note 1,1a 2,2a,2b,2c 9 3,3a 10 9 9 4,4a 5,5a 6 7 8 Nedbank and Nedbank Group board fees Committee fees Total 2017 Total 2016 R’000 R’000 R’000 R’000 172 836 463 463 463 463 463 463 463 5 178 463 463 463 648 275 275 238 50 505 319 391 814 231 980 363 965 328 391 911 748 194 251 324 222 1 341 782 854 1 277 694 1 443 826 1 428 5 178 791 854 1 374 1 396 469 526 562 572 2 432 718 791 346 137 635 1 281 717 1 260 4 875 705 181 961 1 711 12 252 7 765 20 017 17 322 1 David Adomakoh resigned as a director of Nedbank Limited and Nedbank Group Limited on 18 May 2017. 1a David Adomakoh resigned as a member of the Group Transformation, Social and Ethics Committee and the Group Related-party Transactions Committee on 18 May 2017. 2 Tom Boardman resigned as a director of Nedbank Limited and Nedbank Group Limited on 18 May 2017. 2a Tom Boardman resigned as member and Chairman of the Group Credit Committee, Large-exposure Approval Committee and Group Risk and Capital Management Committee on 18 May 2017. 2b Tom Boardman resigned as a member of the Group Audit Committee, Group Directors’ Affairs Committee and Group Related-party Transactions Committee on 18 May 2017. 2c Tom Boardman sat on the Board of Nedbank Private Wealth (Isle of Man). His board fees are inclusive of the Nedbank Private Wealth (Isle of Man) fees of £40 000. He resigned with effect from 20 March 2018. 3 Errol Kruger was appointed as the Chairman of the Group Credit Committee, Large-exposure Approval Committee and Group Risk and Capital Management Committee on 18 May 2017. 3a Errol Kruger was appointed as a member of the Group Directors’ Affairs Committee on 18 May 2017. 4 Stanley Subramoney was appointed as the Chairman of the Group Audit Committee on 18 May 2017. 4a Stanley Subramoney was appointed as a member of the Group Directors’ Affairs Committee and the Group Related-party Transactions Committee on 18 May 2017. 5 Malcolm Wyman resigned as Chairman and member of the Group Audit Committee on 18 May 2017. 5a Malcolm Wyman resigned as a member of the Group Risk and Capital Management Committee on 18 May 2017. 6 Linda Manzini was appointed a director of Nedbank and Nedbank Group with effect from 1 June 2017, and was appointed as a member of the Group Transformation, Social and Ethics Committee and Group Credit Committee also on 1 June 2017. 7 Neo Dongwana was appointed a director of Nedbank and Nedbank Group with effect from 1 June 2017, and was appointed as a member of the Group Remuneration Committee and Group Audit Committee also on 1 June 2017. 8 Hubert Brody was appointed a director of Nedbank and Nedbank Group with effect from 1 July 2017, and was appointed a member of the Group Credit Committee, Large-exposure Approval Committee, Group Audit Committee and Group Remuneration Committee also with effect from 1 July 2017. 9 Fees for Ian Gladman, Bruce Hemphill and Rob Leith were paid to Old Mutual plc. 10 Paul Hanratty resigned as a director of Nedbank Ltd and Nedbank Group Ltd and all the committees on 12 March 2016. 150 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December N3 Directors’ emoluments (continued) N3.2 Non-executive directors’ remuneration (continued) Number of shares Tom Boardman1 Mike Brown Rob Leith Mantsika Matooane Mantsika Matooane (Nedbank Limited preference shares) Nomavuso Mnxasana Raisibe Morathi Vassi Naidoo Mfundo Nkuhlu Stanley Subramoney Total ordinary shares Total preference shares 1 Resigned/retired during 2017. Beneficial direct 2017 4 012 281 766 2 261 Beneficial direct 2016 4 012 216 087 44 2 261 11 000 136 794 119 876 62 028 8 178 Beneficial indirect 2017 10 988 262 255 Beneficial indirect 2016 10 988 286 375 7 420 134 315 47 135 160 863 2 300 7 420 118 197 45 785 165 527 2 300 486 861 350 458 625 276 636 592 11 000 No change in the above interests occurred between 31 December 2017 and 1 March 2018. Nedbank Limited – Annual Report 2017 151 N3 Directors’ emoluments (continued) N3.3 Share-based payments to executive directors and prescribed officers Opening balance at 1 January 2017 Awards made during 2017 Awards vesting/lapsing during 2017 Dividends Closing balance at 31 December 2017 Number of restricted shares/ options Date of issue/ inception Issue price (R) Vesting date Number of restricted shares/ options Date of issue/ inception Issue price (R) Final vesting/ exercise date Number of restricted Number of restricted shares/ options released shares/ options lapsed Market price at vesting (R) Value gained on vesting (R) value of loss on paid in respect Number of restricted lapsing5 of all plans6 (R) (R) shares/ options End of perfor- mance period Final vesting/ exercise date Total value Notional of dividends 62 200 06/03/2014 50 826 12/03/2015 70 851 17/03/2016 209,00 07/03/2017 255,77 13/03/2018 190,54 17/03/2019 16 141 31/03/2014 16 435 31/03/2015 22 563 31/03/2016 223,03 01/04/2017 251,29 01/04/2018 189,58 01/04/2019 Own shares 31/03/2014 Own shares 31/03/2015 Own shares 31/03/2016 223,03 01/04/2017 251,29 01/04/2018 189,58 01/04/2019 20 334 06/03/2014 209,00 07/03/2017 20 334 07/03/20142 45 939 12/03/2015 45 922 17/03/2016 209,00 08/03/2017 255,77 13/03/2018 190,54 17/03/2019 8 743 31/03/2014 8 511 31/03/2015 11 670 31/03/2016 223,03 01/04/2017 251,29 01/04/2018 189,58 01/04/2019 Own shares 01/04/2014 Own shares 31/03/2015 Own shares 31/03/2016 223,03 02/04/2017 251,29 01/04/2018 189,58 01/04/2019 33 492 06/03/2014 27 368 12/03/2015 39 361 17/03/2016 209,00 07/03/2017 255,77 13/03/2018 190,54 17/03/2019 7 936 31/03/2014 7 924 31/03/2015 10 892 31/03/2016 223,03 01/04/2017 251,29 01/04/2018 189,58 01/04/2019 Own shares 01/04/2014 Own shares 31/03/2015 Own shares 31/03/2016 223,03 02/04/2017 251,29 01/04/2018 189,58 01/04/2019 40 804 21 396 232,59 9 490 602 (4 976 496) 58 197 15/03/2017 249,15 16/03/2020 16 141 31/03/20143 232,59 01/04/2017 32 282 250,93 8 100 522 14 371 31/03/2017 258,33 01/04/2020 1 345 01/04/20173 232,59 01/04/2017 2 690 250,93 675 002 Own shares 31/03/2017 220,17 01/04/2020 18 266 126 (4 976 496) 3 411 061 3 411 061 13 340 20 334 6 994 232,59 3 102 751 (1 626 734) 232,59 4 729 485 37 126 15/03/2017 249,15 16/03/2020 8 743 31/03/20143 232,59 01/04/2017 17 486 250,93 4 387 762 7 717 31/03/2017 258,33 01/04/2020 1 345 01/04/20143 232,59 02/04/2017 2 690 250,93 675 002 Own shares 31/03/2017 220,17 01/04/2020 12 895 000 (1 626 734) 2 326 088 2 326 088 21 971 11 521 232,59 5 110 235 (2 679 669) 32 109 15/03/2017 249,15 16/03/2020 7 936 01/04/20173 223,03 01/04/2017 15 872 250,93 3 982 761 7 717 31/03/2017 258,33 01/04/2020 1 345 02/04/20173 232,59 02/04/2017 2 690 250,93 675 002 Own shares 31/03/2017 220,17 01/04/2020 9 767 998 (2 679 669) 1 851 417 1 851 417 50 826 70 851 31/12/2017 13/03/2018 31/12/2018 17/03/2019 58 197 31/03/2019 16/03/2020 16 435 31/12/2017 01/04/2018 22 563 31/12/2018 01/04/2019 14 371 31/12/2019 01/04/2020 45 939 45 922 37 126 31/12/2017 13/03/2018 31/12/2018 17/03/2019 31/12/2019 16/03/2020 8 511 31/12/2017 01/04/2018 11 670 31/12/2018 01/04/2019 7 717 31/12/2019 01/04/2020 39 361 32 109 31/12/2018 17/03/2019 31/12/2019 16/03/2020 10 892 31/12/2018 01/04/2018 7 717 31/12/2019 01/04/2020 Executive directors MWT Brown Nedbank restricted shares Compulsory Bonus Share Scheme1 Voluntary Bonus Share Scheme4 Total value of dividends Total MC Nkuhlu Nedbank restricted shares Compulsory Bonus Share Scheme1 Voluntary Bonus Share Scheme4 Total value of dividends Total RK Morathi Nedbank restricted shares Compulsory Bonus Share Scheme1 Voluntary Bonus Share Scheme4 Total value of dividends Total 152 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December N3 Directors’ emoluments (continued) N3.3 Share-based payments to executive directors and prescribed officers Opening balance at 1 January 2017 Awards made during 2017 Awards vesting/lapsing during 2017 Dividends Closing balance at 31 December 2017 Number of restricted shares/ options released Number of restricted shares/ options lapsed Market price at vesting (R) Value gained on vesting (R) Notional value of loss on lapsing5 (R) Total value of dividends paid in respect of all plans6 (R) Number of restricted shares/ options End of perfor- mance period Final vesting/ exercise date 16 141 31/03/2014 223,03 01/04/2017 16 141 31/03/20143 232,59 01/04/2017 32 282 250,93 8 100 522 Scheme4 Own shares 31/03/2014 223,03 01/04/2017 1 345 01/04/20173 232,59 01/04/2017 2 690 250,93 675 002 40 804 21 396 232,59 9 490 602 (4 976 496) 18 266 126 (4 976 496) 3 411 061 3 411 061 13 340 20 334 6 994 232,59 3 102 751 (1 626 734) 232,59 4 729 485 8 743 31/03/2014 223,03 01/04/2017 8 743 31/03/20143 232,59 01/04/2017 17 486 250,93 4 387 762 Scheme4 Own shares 01/04/2014 223,03 02/04/2017 1 345 01/04/20143 232,59 02/04/2017 2 690 250,93 675 002 12 895 000 (1 626 734) 2 326 088 2 326 088 21 971 11 521 232,59 5 110 235 (2 679 669) 7 936 31/03/2014 223,03 01/04/2017 7 936 01/04/20173 223,03 01/04/2017 15 872 250,93 3 982 761 Scheme4 Own shares 01/04/2014 223,03 02/04/2017 1 345 02/04/20173 232,59 02/04/2017 2 690 250,93 675 002 50 826 70 851 58 197 31/12/2017 31/12/2018 31/03/2019 13/03/2018 17/03/2019 16/03/2020 16 435 31/12/2017 01/04/2018 22 563 14 371 31/12/2018 01/04/2019 31/12/2019 01/04/2020 45 939 45 922 37 126 31/12/2017 31/12/2018 31/12/2019 13/03/2018 17/03/2019 16/03/2020 8 511 11 670 7 717 31/12/2017 01/04/2018 31/12/2018 01/04/2019 31/12/2019 01/04/2020 39 361 32 109 31/12/2018 31/12/2019 17/03/2019 16/03/2020 10 892 7 717 31/12/2018 01/04/2018 31/12/2019 01/04/2020 9 767 998 (2 679 669) 1 851 417 1 851 417 Nedbank Limited – Annual Report 2017 153 Number of restricted shares/ options Date of issue/ inception Issue price (R) Vesting date Number of restricted shares/ options Date of issue/ inception Issue price (R) Final vesting/ exercise date 62 200 06/03/2014 209,00 07/03/2017 50 826 12/03/2015 255,77 13/03/2018 70 851 17/03/2016 190,54 17/03/2019 58 197 15/03/2017 249,15 16/03/2020 16 435 31/03/2015 251,29 01/04/2018 22 563 31/03/2016 189,58 01/04/2019 14 371 31/03/2017 258,33 01/04/2020 Own shares 31/03/2015 251,29 01/04/2018 Own shares 31/03/2016 189,58 01/04/2019 Own shares 31/03/2017 220,17 01/04/2020 20 334 06/03/2014 209,00 07/03/2017 20 334 07/03/20142 209,00 08/03/2017 45 939 12/03/2015 255,77 13/03/2018 45 922 17/03/2016 190,54 17/03/2019 8 511 31/03/2015 251,29 01/04/2018 11 670 31/03/2016 189,58 01/04/2019 37 126 15/03/2017 249,15 16/03/2020 7 717 31/03/2017 258,33 01/04/2020 Own shares 31/03/2015 251,29 01/04/2018 Own shares 31/03/2016 189,58 01/04/2019 Own shares 31/03/2017 220,17 01/04/2020 33 492 06/03/2014 209,00 07/03/2017 27 368 12/03/2015 255,77 13/03/2018 39 361 17/03/2016 190,54 17/03/2019 32 109 15/03/2017 249,15 16/03/2020 7 924 31/03/2015 251,29 01/04/2018 10 892 31/03/2016 189,58 01/04/2019 7 717 31/03/2017 258,33 01/04/2020 Own shares 31/03/2015 251,29 01/04/2018 Own shares 31/03/2016 189,58 01/04/2019 Own shares 31/03/2017 220,17 01/04/2020 Executive directors MWT Brown Nedbank restricted shares Compulsory Bonus Share Scheme1 Voluntary Bonus Share Total value of dividends Total MC Nkuhlu Nedbank restricted shares Compulsory Bonus Share Scheme1 Voluntary Bonus Share Total value of dividends Total RK Morathi Nedbank restricted shares Compulsory Bonus Share Scheme1 Voluntary Bonus Share Total value of dividends Total N3 Directors’ emoluments (continued) N3.3 Share-based payments to executive directors and prescribed officers (continued) Opening balance at 1 January 2017 Awards made during 2017 Awards vesting/lapsing during 2017 Dividends Closing balance at 31 December 2017 Number of restricted shares/ options Date of issue/ inception Issue price (R) Vesting date Number of restricted shares/ options Date of issue/ inception Issue price (R) Final vesting/ exercise date Number of Number of restricted restricted shares/ options released shares/ options lapsed Market price at vesting (R) Value gained on vesting value of loss on paid in respect Number of restricted lapsing5 of all plans6 (R) (R) (R) shares/ options End of perfor- mance period Final vesting/ exercise date Total value Notional of dividends 16 746 06/03/2014 16 746 07/03/20142 22 285 12/03/2015 14 857 13/03/2015 23 617 17/03/2016 15 744 18/03/2016 209,00 07/03/2017 209,00 08/03/2017 255,77 13/03/2018 255,77 14/03/2018 190,54 17/03/2019 190,54 18/03/2019 16 141 31/03/2014 17 609 31/03/2015 23 730 31/03/2016 223,03 01/04/2017 251,29 01/04/2018 189,58 01/04/2019 Own shares 01/04/2014 Own shares 31/03/2015 Own shares 31/03/2016 223,03 02/04/2017 251,29 01/04/2018 189,58 01/04/2019 10 287 06/03/2014 10 287 07/03/20142 10 204 12/03/2015 6 803 13/03/2015 14 957 17/03/2016 9 971 18/03/2016 14 169 11/08/2016 9 447 12/08/2016 209,00 07/03/2017 209,00 08/03/2017 255,77 13/03/2018 255,77 14/03/2018 190,54 17/03/2019 190,54 18/03/2019 211,87 11/08/2019 211,87 12/08/2019 10 986 16 746 5 760 232,59 232,59 2 555 234 3 894 952 (1 339 718) 20 469 15/03/2017 13 646 16/03/2017 249,15 16/03/2020 249,15 17/03/2020 16 141 01/04/20173 232,59 01/04/2017 32 282 250,93 8 100 522 17 713 31/03/2016 258,33 01/04/2020 1 345 01/04/20173 232,59 01/04/2017 2 690 250,93 675 002 Own shares 31/03/2017 220,17 01/04/2020 15 225 710 (1 339 718) 2 540 402 2 540 402 6 749 10 287 3 538 232,59 232,59 1 569 750 2 392 653 (822 903) 18 061 15/03/2017 12 040 16/03/2017 249,15 16/03/2020 249,15 17/03/2020 1 486 31/03/2015 4 564 31/03/2016 251,29 01/04/2018 189,58 01/04/2019 6 919 31/03/2017 258,33 01/04/2020 1 486 2 282 2 306 235,00 209,66 214,60 349 210 478 444 494 868 22 285 14 857 23 617 15 744 20 469 13 646 31/12/2017 13/03/2018 31/12/2017 14/03/2018 31/12/2018 17/03/2019 31/12/2018 18/03/2019 31/12/2019 16/03/2020 31/12/2019 17/03/2020 17 609 23 730 31/12/2016 01/04/2018 31/12/2017 01/04/2019 17 713 31/12/2018 01/04/2020 10 204 31/12/2017 13/03/2018 6 803 14 957 31/12/2017 14/03/2018 31/12/2018 17/03/2019 9 971 31/12/2018 18/03/2019 14 169 9 447 18 061 12 040 31/12/2018 11/08/2019 31/12/2018 12/08/2019 31/12/2019 16/03/2020 31/12/2019 17/03/2020 2 282 4 613 31/12/2017 01/10/2018 31/12/2018 01/04/2020 5 284 925 (822 903) 1 454 227 1 454 227 Prescribed officers B Kennedy Nedbank restricted shares Compulsory Bonus Share Scheme1 Voluntary Bonus Share Scheme4 Total value of dividends Total C Thomas Nedbank restricted shares Compulsory Bonus Share Scheme1 Voluntary Bonus Share Scheme4 Total value of dividends Total 154 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December N3 Directors’ emoluments (continued) N3.3 Share-based payments to executive directors and prescribed officers (continued) Opening balance at 1 January 2017 Awards made during 2017 Awards vesting/lapsing during 2017 Dividends Closing balance at 31 December 2017 Number of restricted shares/ options Date of issue/ inception Issue price (R) Number of restricted Vesting date shares/ options Date of issue/ inception Issue price (R) Final vesting/ exercise date Number of restricted shares/ options released Number of restricted shares/ options lapsed Market price at vesting (R) Value gained on vesting (R) Notional value of loss on lapsing5 (R) Total value of dividends paid in respect of all plans6 (R) Number of restricted shares/ options End of perfor- mance period Final vesting/ exercise date 10 986 16 746 5 760 232,59 232,59 2 555 234 3 894 952 (1 339 718) 16 141 31/03/2014 223,03 01/04/2017 16 141 01/04/20173 232,59 01/04/2017 32 282 250,93 8 100 522 Scheme4 Own shares 01/04/2014 223,03 02/04/2017 1 345 01/04/20173 232,59 01/04/2017 2 690 250,93 675 002 15 225 710 (1 339 718) 2 540 402 2 540 402 6 749 10 287 3 538 232,59 232,59 1 569 750 2 392 653 (822 903) 1 486 31/03/2015 251,29 01/04/2018 4 564 31/03/2016 189,58 01/04/2019 6 919 31/03/2017 258,33 01/04/2020 1 486 2 282 2 306 235,00 209,66 214,60 349 210 478 444 494 868 5 284 925 (822 903) 1 454 227 1 454 227 22 285 14 857 23 617 15 744 20 469 13 646 31/12/2017 31/12/2017 31/12/2018 31/12/2018 31/12/2019 31/12/2019 13/03/2018 14/03/2018 17/03/2019 18/03/2019 16/03/2020 17/03/2020 17 609 23 730 17 713 31/12/2016 01/04/2018 31/12/2017 01/04/2019 31/12/2018 01/04/2020 10 204 6 803 14 957 9 971 14 169 9 447 18 061 12 040 31/12/2017 31/12/2017 31/12/2018 31/12/2018 31/12/2018 31/12/2018 31/12/2019 31/12/2019 13/03/2018 14/03/2018 17/03/2019 18/03/2019 11/08/2019 12/08/2019 16/03/2020 17/03/2020 2 282 4 613 01/10/2018 31/12/2017 31/12/2018 01/04/2020 16 746 06/03/2014 209,00 07/03/2017 16 746 07/03/20142 209,00 08/03/2017 22 285 12/03/2015 255,77 13/03/2018 14 857 13/03/2015 255,77 14/03/2018 23 617 17/03/2016 190,54 17/03/2019 15 744 18/03/2016 190,54 18/03/2019 20 469 15/03/2017 249,15 16/03/2020 13 646 16/03/2017 249,15 17/03/2020 17 609 31/03/2015 251,29 01/04/2018 23 730 31/03/2016 189,58 01/04/2019 17 713 31/03/2016 258,33 01/04/2020 Own shares 31/03/2015 251,29 01/04/2018 Own shares 31/03/2016 189,58 01/04/2019 Own shares 31/03/2017 220,17 01/04/2020 10 287 06/03/2014 209,00 07/03/2017 10 287 07/03/20142 209,00 08/03/2017 10 204 12/03/2015 255,77 13/03/2018 6 803 13/03/2015 255,77 14/03/2018 14 957 17/03/2016 190,54 17/03/2019 9 971 18/03/2016 190,54 18/03/2019 14 169 11/08/2016 211,87 11/08/2019 9 447 12/08/2016 211,87 12/08/2019 18 061 15/03/2017 249,15 16/03/2020 12 040 16/03/2017 249,15 17/03/2020 Prescribed officers B Kennedy Nedbank restricted shares Compulsory Bonus Share Scheme1 Voluntary Bonus Share Total value of dividends Total C Thomas Nedbank restricted shares Compulsory Bonus Share Scheme1 Voluntary Bonus Share Scheme4 Total value of dividends Total Nedbank Limited – Annual Report 2017 155 N3 Directors’ emoluments (continued) N3.3 Share-based payments to executive directors and prescribed officers (continued) Opening balance at 1 January 2017 Awards made during 2017 Awards vesting/lapsing during 2017 Dividends Closing balance at 31 December 2017 Number of restricted shares/ options Date of issue/ inception Issue price (R) Vesting date Number of restricted shares/ options Date of issue/ inception Issue price (R) Final vesting/ exercise date Number of Number of restricted restricted shares/ options released shares/ options lapsed Market price at vesting (R) Value gained on vesting value of loss on paid in respect Number of restricted lapsing5 of all plans6 (R) (R) (R) shares/ options End of perfor- mance period Final vesting/ exercise date Total value Notional of dividends 4 186 06/03/2014 4 186 07/03/20142 4 457 12/03/2015 2 971 13/03/2015 7 959 12/08/2015 5 306 13/08/2015 18 893 17/03/2016 12 595 18/03/2016 209,00 07/03/2017 209,00 08/03/2017 255,77 13/03/2018 255,77 14/03/2018 263,84 13/08/2018 263,84 14/08/2018 190,54 17/03/2019 190,54 18/03/2019 3 093 31/03/2014 3 110 31/03/2015 7 780 31/03/2016 223,03 01/04/2017 251,29 01/04/2018 189,58 01/04/2019 2 747 4 186 1 439 232,59 232,59 638 925 973 622 (334 697) 15 653 15/03/2017 10 435 17/03/2017 249,15 16/03/2020 249,15 17/03/2020 3 093 01/04/20173 232,59 01/04/2017 250,93 1 552 253 5 429 31/03/2017 258,33 01/04/2020 250,93 634 853 6 186 2 530 4 457 2 971 7 959 31/12/2017 13/03/2018 31/12/2017 14/03/2018 31/12/2017 13/08/2018 5 306 31/12/2017 14/08/2018 18 893 31/12/2018 17/03/2019 12 595 15 653 31/12/2018 18/03/2019 31/12/2019 16/03/2020 10 435 31/12/2019 17/03/2020 3 110 7 780 5 429 31/12/2017 01/04/2018 31/12/2018 01/04/2019 31/12/2019 01/04/2020 Own shares 01/04/2014 Own shares 31/03/2015 Own shares 31/03/2016 223,03 02/04/2017 251,29 01/04/2018 189,58 01/04/2019 1 265 01/04/20173 232,59 01/04/2017 Own shares 31/03/2017 220,17 01/04/2020 3 799 653 (334 697) 1 312 938 1 312 938 Prescribed officers I Ruggiero Nedbank restricted shares Compulsory Bonus Share Scheme1 Voluntary Bonus Share Scheme4 Total value of dividends Total 1 Matching on the Compulsory Bonus Share Scheme occurs only on shares in the scheme at the vesting date. If CPTs are met, 100% matching occurs, otherwise a 50% matching occurs. 2 Restricted-share awards with time-based vesting only. 3 Match occurred at one share for each share in the Compulsory Bonus Share Scheme and Voluntary Bonus Share Scheme at the vesting date. 4 For the Voluntary Bonus Share Scheme employees invest their own Nedbank shares in the scheme. After three years, if the CPTs are met, a 100% matching occurs, otherwise a 50% matching occurs. 5 Value determined based on the number of shares lapsing, multiplied by the market share price on the scheduled vesting date. 6 Plans exclude the Voluntary Bonus Share Scheme, which consists of own shares. 156 Nedbank Limited – Annual Report 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December N3 Directors’ emoluments (continued) N3.3 Share-based payments to executive directors and prescribed officers (continued) Opening balance at 1 January 2017 Awards made during 2017 Awards vesting/lapsing during 2017 Dividends Closing balance at 31 December 2017 Number of restricted shares/ options Date of issue/ inception Issue price (R) Number of restricted Vesting date shares/ options Date of issue/ inception Issue price (R) Final vesting/ exercise date Number of restricted shares/ options released Number of restricted shares/ options lapsed Market price at vesting (R) Value gained on vesting (R) Notional value of loss on lapsing5 (R) Total value of dividends paid in respect of all plans6 (R) Number of restricted shares/ options End of perfor- mance period Final vesting/ exercise date 2 747 4 186 1 439 232,59 232,59 638 925 973 622 (334 697) 15 653 15/03/2017 249,15 16/03/2020 10 435 17/03/2017 249,15 17/03/2020 3 093 31/03/2014 223,03 01/04/2017 3 093 01/04/20173 232,59 01/04/2017 3 110 31/03/2015 251,29 01/04/2018 7 780 31/03/2016 189,58 01/04/2019 5 429 31/03/2017 258,33 01/04/2020 6 186 2 530 250,93 1 552 253 250,93 634 853 4 457 2 971 7 959 5 306 18 893 12 595 15 653 10 435 31/12/2017 31/12/2017 31/12/2017 31/12/2017 31/12/2018 31/12/2018 31/12/2019 31/12/2019 13/03/2018 14/03/2018 13/08/2018 14/08/2018 17/03/2019 18/03/2019 16/03/2020 17/03/2020 3 110 7 780 5 429 31/12/2017 01/04/2018 31/12/2018 01/04/2019 31/12/2019 01/04/2020 3 799 653 (334 697) 1 312 938 1 312 938 4 186 06/03/2014 209,00 07/03/2017 4 186 07/03/20142 209,00 08/03/2017 4 457 12/03/2015 255,77 13/03/2018 2 971 13/03/2015 255,77 14/03/2018 7 959 12/08/2015 263,84 13/08/2018 5 306 13/08/2015 263,84 14/08/2018 18 893 17/03/2016 190,54 17/03/2019 12 595 18/03/2016 190,54 18/03/2019 Prescribed officers I Ruggiero Nedbank restricted shares Compulsory Bonus Share Scheme1 Voluntary Bonus Share Total value of dividends Total Scheme4 Own shares 01/04/2014 223,03 02/04/2017 1 265 01/04/20173 232,59 01/04/2017 Own shares 31/03/2015 251,29 01/04/2018 Own shares 31/03/2016 189,58 01/04/2019 Own shares 31/03/2017 220,17 01/04/2020 1 Matching on the Compulsory Bonus Share Scheme occurs only on shares in the scheme at the vesting date. If CPTs are met, 100% matching occurs, otherwise a 50% matching occurs. 2 Restricted-share awards with time-based vesting only. 3 Match occurred at one share for each share in the Compulsory Bonus Share Scheme and Voluntary Bonus Share Scheme at the vesting date. 4 For the Voluntary Bonus Share Scheme employees invest their own Nedbank shares in the scheme. After three years, if the CPTs are met, a 100% matching occurs, otherwise a 50% matching occurs. 5 Value determined based on the number of shares lapsing, multiplied by the market share price on the scheduled vesting date. 6 Plans exclude the Voluntary Bonus Share Scheme, which consists of own shares. Nedbank Limited – Annual Report 2017 157 N4 Preference shareholders’ analysis Register date: Authorised share capital: Issued share capital: Shareholder spread 1–1 000 shares 1 001–10 000 shares 10 001–100 000 shares 100 001–1 000 000 shares 1 000 001 shares and over Total Distribution of shareholders Banks Close corporations Endowment funds Individuals Insurance companies Investment companies Medical aid schemes Mutual funds Nominees and trusts Other corporations Private companies Public companies Own holdings Retirement funds Total Public/non-public shareholders Non-public shareholders Old Mutual Life Assurance Company (SA) Limited and associates Nedbank Group Limited and associates Public shareholders Total Number of shareholdings 16 6 10 6 172 6 188 Beneficial shareholders holding 5% or more Nedbank Group Limited Prescient Total Major managers Prescient Investment Management (SA) Nedbank Group Limited Nedgroup Private Wealth Proprietary Limited (SA) Sanlam Investment Management (SA) Investec Securities Proprietary Limited Grindrod Asset Management (SA) Abax Investments (SA) Outsurance Insurance Company Limited (SA) PSG Konsult (SA) STANLIB Asset Management Regent Insurance Company Limited (SA) Ashburton Investments BJM Private Client Services Limited (SA) Sasfin Asset Managers Proprietary Limited Graaff Baronetcy Fund (SA) 158 Nedbank Limited – Annual Report 2017 29 December 2017 1 000 000 000 shares 358 277 491 shares Number of shareholdings 256 2 574 2 911 412 35 6 188 % 4,14 41,60 47,04 6,66 0,56 Number of shares 111 777 14 288 815 94 778 962 96 611 132 152 486 805 % 0,03 3,99 26,45 26,97 42,56 100,00 358 277 491 100,00 Number of shareholdings % Number of shares 6 69 70 4 055 25 6 3 85 1 578 42 208 5 1 35 6 188 0,10 1,12 1,13 65,53 0,40 0,10 0,05 1,37 25,50 0,68 3,36 0,08 0,02 0,56 326 710 6 263 062 9 927 451 92 054 522 26 677 659 12 568 540 757 322 72 932 451 66 834 334 2 191 008 21 100 449 2 323 800 37 300 000 7 020 183 % 0,09 1,75 2,77 25,69 7,45 3,51 0,21 20,36 18,65 0,61 5,89 0,65 10,41 1,96 100,00 358 277 491 100,00 % Number of shares 0,26 52 031 449 0,10 0,16 173 476 51 857 973 99,74 306 246 042 % 14,52 0,05 14,47 85,48 100,00 358 277 491 100,00 Number of shares 51 857 973 30 855 879 82 713 852 % 14,47 8,61 23,08 Number of shares Dec 2017 % holding Dec 2016 % holding 41 714 265 37 300 000 35 752 365 22 251 908 18 502 595 11 795 843 9 639 792 7 586 720 5 343 194 4 957 866 4 848 485 4 211 909 4 025 598 3 864 691 3 281 296 11,64 10,41 9,98 6,21 5,16 3,29 2,69 2,12 1,49 1,38 1,35 1,18 1,12 1,08 0,92 8,92 10,41 10,04 6,12 4,13 3,56 2,56 2,12 1,51 1,78 1,35 1,40 1,10 1,10 0,92 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December COMPLIANCE WITH IFRS – FINANCIAL STATEMENT NOTES Note number Note description A1 A2 A3 B1 B2 B3 B4 B5 B6 B7 B8.1 B8.2 B8.3 B9 C1 C2 C3 C4 C5 C6 C7 D1 D2 D3 E F1 F2 F3 F4 F5 F6 G1 G2 H1 H2 H3 I1 I2 I3 I4 I5 I6 J K1 K2 K3 L1 L2 L3 L4 M N1 N2 N4 Principal accounting policies Key assumptions concerning the future and key sources of estimation Standards issued but not yet effective Segmental reporting Dividends Share capital Additional tier 1 capital instruments Net interest income Non-interest revenue Total operating expenses Indirect taxation Direct taxation Deferred taxation Non-trading and capital items Loans and advances Impairment of loans and advances Government and other securities Other short-term securities Credit analysis of other short-term securities, and government and other securities Cash and cash equivalents Derivative financial instruments Amounts owed to depositors Long-term debt instruments Contractual maturity analysis for financial liabilities Managed funds Investment securities Investments in private-equity associates, associate companies and joint arrangements Investments in subsidiary companies and related disclosure Interests in structured consolidated and unconsolidated structured entities Securitisations Related parties Property and equipment Intangible assets Long-term employee benefits Non-current assets and liabilities held for sale Other assets Consolidated statement of financial position – categories of financial instruments Fair-value measurement – financial instruments Assets and liabilities not measured at fair value for which fair value is disclosed Financial instruments designated as at fair value through profit or loss Offsetting financial assets and financial liabilities Collateral Share-based payments Provisions and other liabilities Contingent liabilities and undrawn facilities Commitments Capital management Liquidity gap Interest rate risk in the banking book Historical value at risk (99%, one-day) by risk type Cashflow information Foreign currency conversion Events after the reporting period Preference shareholders’ analysis IFRS required IAS 1 IAS 1 IAS 8 IFRS 8 IAS 1, IAS 10, and IAS 32 IAS 1 and IAS 32 IAS 32, IAS 39, IFRS 7 and IFRS 13 IAS 18, IAS 32, IAS 39, IFRS 7 and IFRS 13 IAS 18, IAS 20, IAS 32, IAS 39, IFRS 4, IFRS 7, IFRS 8 and IFRS 13 IAS 1, IAS 19, IFRS 2 and IFRS 8 IAS 1 IAS 12 IAS 12 IAS 1, IAS 16 and IAS 36 IAS 17, IAS 39, IFRS 7, IFRS 8 and IFRS 13 IAS 39, IFRS 7 and IFRS 8 IAS 1,IAS 32, IAS 39, IFRS 7; IFRS 8 and IFRS 13 IAS 1, IAS 39, IFRS 7, IFRS 8 and IFRS 13 IFRS 7 IAS 1, IAS 7 and IFRS 7 IAS 32, IAS 39, IFRS 7 and IFRS 13 IAS 1, IAS 39, IFRS 7, IFRS 8 and IFRS 13 IAS 32, IAS 39, IFRS 7 and IFRS 13 IFRS 7 IAS 1, IFRS 7 and IFRS 13 IAS 32, IAS 39, IFRS 7 and IFRS 13 IAS 28, IFRS 11, IFRS 12 and IFRS 13 IAS 27, IFRS 10 and IFRS 12 IFRS 12 IAS 39, IFRS 7, IFRS 12 and IFRS 13 IAS 24 IAS 16, IAS 36 and IFRS 13 IAS 38 and IAS 36 IAS 19 and IFRIC 14 IFRS 5 and IFRS 13 IAS 1, IAS 39, IFRS 7 and IFRS 13 IAS 39 and IFRS 7 IAS 39, IFRS 7 and IFRS 13 IAS 39, IFRS 7 and IFRS 13 IAS 32, IAS 39, IFRS 7 and IFRS 13 IFRS 7 and IAS 32 IFRS 7 IFRS 2 IAS 37, IAS 32, IAS 39, IFRS 7 and IFRS 13 IAS 37 and IAS 10 IAS 37, IAS 10, IAS 17 and IFRS 7 IAS 1 IFRS 7 IFRS 7 IFRS 7 IAS 7 IAS 21 IAS 10 IAS 1 Nedbank Limited – Annual Report 2017 159 MANAGE YOUR MONEY LIKE NEVER BEFORE DOWNLOAD THE NEW APP Check your assets and liabilities in a single-view personal dashboard and easily pay your beneficiaries using Quick Pay – a Mzansi first. Buy airtime or electricity for anyone on your phone contact list. You can also reduce or bump up your ATM card limit, and if your card is lost or stolen, you can block and reorder immediately, and we’ll deliver or you can collect. QUICK SAFE EASY 160 Nedbank Limited – Annual Report 2017 Terms and conditions apply. Nedbank Ltd Reg No 1951/000009/06. Authorised financial services and registered credit provider (NCRCP16). 19534 Intergrated Report - Emma A4.indd 1 2018/02/22 3:52 PM NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) for the year ended 31 December 

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