ANNUAL REPORT
2 0 1 4
Dually listed on the London Stock Exchange (LSE) and Zimbabwe Stock Exchange (ZSE)
ANNUAL REPORT
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CONTENTS
Financial Summary
Enquiries
Group Profile
Chairman's Statement
Report of the Directors
Statement of Directors' Responsibility
Report of the Independent Auditors
Statements of Comprehensive Income
Statements of Financial Position
Statements of Changes in Equity
Statements of Cash Flows
Significant Accounting Policies
Notes to the Financial Statements
Historical Five Year Financial Summary
Notice to Members
Explanations regarding the Notice of the Annual General Meeting
Shareholders' Analysis
Members’ Diary
Secretary and Registered Office
2
3
4
5 - 7
8 - 13
14 - 15
16
17
18
19
20
21 - 32
33- 80
81 - 83
84
85
86 - 88
89
90
1
FINANCIAL SUMMARY
Total income (US$)
Operating profit before impairment charge (US$)
Attributable profit/(loss) (US$)
Basic earnings/(loss) per share (US cents)
Total deposits (US$)
Total gross loans and advances (US$)
Total shareholders' funds (US$)
ANNUAL REPORT
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31 Dec
2014
31 Dec
2013
48 078 454
50 135 302
7 442 884
12 693 945
1 667 247
(3 321 823)
0.43
(1.00)
235 362 677
211 215 066
217 463 319
194 777 798
45 047 616
43 441 403
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ENQUIRIES
NMBZ HOLDINGS LIMITED
Benefit Peter Washaya, Acting Group Chief Executive Officer, NMBZ Holdings Limited
benefitw@nmbz.co.zw
Benson Ndachena, Chief Finance Officer, NMBZ Holdings Limited
bensonn@nmbz.co.zw
Website:
Email:
Telephone:
http://www.nmbz.co.zw
enquiries@nmbz.co.zw
+263-4-759 651/9
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GROUP PROFILE
for the year ended 31 December 2014
The NMBZ Holdings Group (the Group) comprises the company (NMBZ Holdings Limited) and the operating subsidiaries,
NMB Bank Limited (the Bank) and Stewart Holdings Limited (equity holdings).
The Bank was established in 1993 as a merchant bank incorporated under the Companies Act (Chapter 24:03) and is now
registered as a commercial bank in terms of the Banking Act (Chapter 24:20). It operates through a branch network in
Harare, Bulawayo, Mutare and Gweru. The Bank's branch network is constantly growing to service customers and meet
demands in suitable and convenient locations. Set out below are the Bank's branch locations:
Harare:
Head Office
- Unity Court, Corner Kwame Nkrumah Avenue / First Street
Angwa City
- Mezzanine Floor, Angwa City, Corner Kwame Nkrumah Avenue / Angwa Street
Avondale
- 20 King George Road, Avondale
Borrowdale
- Shops 37 & 38, Sam Levy's Village
Eastgate
-
Shop 24, Eastgate Mall, Corner Sam Nujoma Street / Robert Mugabe Road
Joina City
- Shop 15, Upper Ground Floor, Joina City,
Corner Jason Moyo / Innez Terrace
Msasa
-
77 Amby Drive
Southerton
-
7 – 9 Plymouth Road
Bulawayo
-
NMB Centre, Corner George Silundika Street / Leopold Takawira Street
Gweru
Mutare
- 36 Robert Mugabe Road
-
Embassy Building, Corner Aerodrome Road / Second Street
The Bank's Automated Teller Machine (ATM) network, which accepts VISA cards, covers the following locations:-
Harare:
Angwa City
Avondale
Borrowdale
Card Centre
Eastgate
Joina City
Msasa
Southerton
Bulawayo
Gweru
Mutare
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CHAIRMAN’S STATEMENT
INTRODUCTION
The Group recorded an attributable profit of US$1 667 247 which was an improvement from an attributable loss of
US$3 321 823 recorded in 2013. The improvement in the operating results was underpinned by the current efforts being
made by the Group to contain non-performing loans, implementation of a new credit system and the repositioning of the
Bank in the financial services sector.
GROUP RESULTS
Compliance with International Financial Reporting Standards, the Companies Act and the Banking Act
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRS). The financial statements have also been prepared in compliance with the provisions of the Companies Act (Chapter
24:03) and the Banking Act (Chapter 24:20).
Assessment of the economic environment
The economic slowdown which started in the last two quarters of 2013 persisted into 2014 and the economy has continued
to be characterised by company closures, deflation, lack of liquidity and increasing default risk. The slowdown in the
economy has further worsened the default risk within the Banking sector with non- performing loans having increased from
an industry average of 15.92% as at 31 December 2013 to 20% as at 30 September 2014 before coming down to 16% as at
31 December 2014 largely due to bank closures.
Commentary on operating results
The profit before taxation was US$2 425 522 during the period under review and this gave rise to an attributable profit of
US$1 667 247. Total income for the period decreased by 4% from a prior year of US$50 135 302 to US$48 078 454 which is
comprised of interest income of US$31 072 461 (2013 -US$33 181 704), fee and commission income of US$15 121 536
(2013 - US$14 673 834), net foreign exchange gains of US$1 822 432 (2013 - US$1 502 044) and non - interest income of
US$62 025 (2013-US$777 720).
Operating expenses amounted to US$27 984 051 and these were 11% up from prior year and these were largely driven by
administration expenses, depreciation and staff related expenditure.
Impairment losses on loans and advances amounted to US$5 017 362 for the current period from a prior year of
US$16 645 810 and the decrease was mainly due to reduced write-offs in the current year. The Board took a decision to
write off loans and advances amounting to US$5 912 371 during the year under review after recovery efforts had not yielded
the anticipated results.
Statement of financial position
The Group's total assets grew by 10% from US$259 483 112 as at 31 December 2013 to US$286 049 034 as at
31 December 2014. The assets comprised mainly of loans, advances and other assets (US$203 363 052) (2013 -
US$181 316 271), investment securities held to maturity (US$3 874 525) (2013 - US$4 685 471), investment in debentures
(US$4 614 047) (2013 - US$3 984 723), cash and short term funds (US$54 750 561) (2013 - US$48 871 983), investment
properties (US$4 453 300) (2013- US $4 385 300), non-current assets held for sale (US$2 267 300) (2013 - US$2 303 300)
and property and equipment (US$6 345 267) (US$2013 - US$7 372 943). Gross loans and advances increased by 12%
from US$194 777 798 as at 31 December 2013 to US$217 463 319 as at 31 December 2014 mainly due to increase in
loans advanced to civil servants. The deposits increased by 11% from US$211 215 066 as at 31 December 2013 to
US$235 362 677 as at 31 December 2014 as a result of an increase in current and deposit accounts from customers.
The Bank's liquidity ratio closed the period at 32.38% and this was above the statutory requirement of 30%.
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CHAIRMAN’S STATEMENT (continued)
Capital
The banking subsidiary's capital adequacy ratio at 31 December 2014 calculated in accordance with the guidelines of the
Reserve Bank of Zimbabwe (RBZ) was 19.32% (31 December 2013 - 17.28%). The minimum required by the RBZ is 12%.
The Group's shareholders' funds have increased by 4% from US$43 441 403 as at 31 December 2013 to US$45 047 616 as
at 31 December 2014 mainly as a result of the current year attributable profit.
DIVIDEND
In view of the need to retain cash in the business for expansion purposes and to strengthen the statutory capital
requirements for the banking subsidiary, the Board has proposed not to declare a dividend.
CORPORATE SOCIAL INVESTMENTS
The Group is committed to playing an active role in the communities it serves. Our social investments during the year were
channelled into special education needs, the disadvantaged, vulnerable groups, protection of the environment, wild life
conservation, the arts and various sporting disciplines. The activities and charities supported during the year included the
Kidzcan Foundation, ZIMRA Charity Ball, Friends of Hwange, Birdlife Zimbabwe, Manicaland Tennis Tournament,
Silverlinings School, HIFA and the Dance Trust of Zimbabwe.
CORPORATE DEVELOPMENTS
The Group introduced mortgage lending in May 2014 and this is in keeping with the aim of providing our clients with a full
range of financial services. In response to technological changes and the evolving customer needs, the Group is
continuously reviewing the electronic delivery channels inorder to harness opportunities presented for the convenience of
our valued customers.
OUTLOOK AND STRATEGY
The Group has broadened the market catchment segment for the banking subsidiary by tapping into the mass market.
The new focus will allow the Group to build a sustainable operation without compromising the service excellence which is
synonymous with the Group.
A new branch will be opened in Kwekwe in the second quarter of 2015 and a further two branches will be opened in the third
quarter of 2015.
DIRECTORATE
Mr. J. A. Mushore resigned as a director of NMBZ Holdings Limited and NMB Bank Limited due to ill health with effect from
31 October 2014. Dr. J. T. Makoni resigned as a director of NMBZ Holdings Limited with effect from 31 December 2014.
Mr. D. Malik resigned as a director of NMBZ Holdings Limited and NMB Bank Limited with effect from 22 September 2014.
Mr. J. de la Fargue, an alternate to Mr. J. Chenevix-Trench, resigned from the Board with effect from 31 December 2014.
I would like to thank them all for the immense and valuable contributions they made to the Board over the years.
Mr. R. Keighley was appointed to the Board with effect from 17 June 2014. I would like to welcome Mr. R. Keighley to the
Board and wish him a successful tenure on the Board. Subsequent to year end, the Board appointed Mr. Benedict
Chikwanha as chairman of the Boards of NMB Bank Limited and NMBZ Holdings Limited with effect from 19 March 2015.
I would like to congratulate Mr. Chikwanha on his appointment and to wish him a fruitful tenure.
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CHAIRMAN’S STATEMENT (continued)
On a personal note, as I advised at the last Annual General Meeting, I will be retiring from the Chair and from the Boards of
NMB Bank Limited and NMBZ Holdings Limited with effect from 18 March 2015. It has been an honour and a privilege to
preside over this exceptional institution for the past six years and I would like to thank all of our staff, customers and other
stakeholders for the tremendous support that they have always given me over the years. In particular, I would like to thank
my colleagues on the Board and members of senior management; I have greatly enjoyed working with you since joining the
Board in 2008. It is my fervent hope and expectation that you will support my successor in the same way that you have
supported me. I wish each of you, and NMB, every success in the future.
APPRECIATION
I would like to express my sincere gratitude and appreciation to our valued clients, shareholders and the regulatory
authorities for their continued support during the period under review. My appreciation also goes to my fellow Board
members, management and staff for their continued dedication and commitment which has underpinned the achievement
of these results in the face of an increasingly difficult operating environment.
T. N. MUNDAWARARA
CHAIRMAN
18 March 2015
7
REPORT OF THE DIRECTORS
for the year ended 31 December 2014
We have pleasure in presenting to shareholders our report and the audited financial statements of the Group for the year ended
31 December 2014.
ANNUAL REPORT
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1. SHARE CAPITAL
The authorised and issued share capital of the Company are as follows:-
1.1
1.2
Authorised: 600 000 000 ordinary shares of US$0.00028 each.
Issued and fully paid: 384 427 351 ordinary shares of US$0.00028 each.
No share options were exercised either by directors or managerial staff during the year.
2. GROUP ACTIVITIES AND RESULTS
After providing for depreciation and taxation, the Group posted an attributable profit of US$1 667 247 for the year ended
31 December 2014 (2013 – loss of US$3 321 823).
3. CAPITAL ADEQUACY
As at 31 December 2014, the Bank's capital adequacy ratio computed under the Bank for International Settlements (BIS) rules was
19.32% (2013 – 17.28%).
4. DIRECTORATE
4.1 Board of Directors
Mr. T. N. Mundawarara
Mr. A. M. T. Mutsonziwa
Mr. J.A. Mushore*
Mr. B. P. Washaya
Mr. B. W. Madzivire
Ms. M. Svova
Mr. J. Chigwedere
Mr. B. Chikwanha
Mr. J. Chenevix-Trench**
Mr. B. A. M. Zwinkels
Mr. C. I. F. Ndiaye
Mr D. Malik***
Mr. R. Keighley
Dr. J. T. Makoni****
Independent Non-Executive Director (Chairman)
Independent Non-Executive Director
Group Chief Executive Officer
Acting Group Chief Executive Officer
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Non-Executive Director - (alternate Mr. J. de. la Fargue) (representing African Century)
Non-Executive Director - (representing AfricInvest)
Non-Executive Director - (representing FMO)
Non-Executive Director - (alternate Mr. R. Keighley) (representing Norfund)
Non-Executive Director - (representing Norfund)
Non-Executive Director
* Resigned from the Board with effect from 31 October 2014.
** Mr. J. de La Fargue resigned as an alternate director to Mr. J. Chenevix-Trench with effect from 31 December 2014.
*** Resigned from the Board with effect from 22 September 2014.
****Resigned from the Board with effect from 31 December 2014.
In accordance with the Articles of Association, Mr. J. Chigwedere. Mr. B. W. Madzivire and Mr. A. M. T. Mutsonziwa will retire by rotation at
the forthcoming Annual General Meeting (AGM). Mr. B.W. Madzivire, being eligible, offers himself for re-election. Mr. J. Chigwedere and
Mr. A.M.T. Mutsonziwa are not offering themselves for re-election.
8
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REPORT OF THE DIRECTORS (continued)
4. DIRECTORATE (continued)
4.2 Directors' Interests
As at 31 December 2014 the Directors of the Group (NMBZ Holdings Limited and the Bank) held the following direct and indirect
beneficial interests in the shares of the Company:-
Mr. T. N. Mundawarara
Mr. A. M. T. Mutsonziwa
Mr. B. W. Madzivire
Mr. J. Chigwedere
Mr. J. Chenevix-Trench**
Mr. B. P. Washaya*
Mr. B. A. M. Zwinkels***
Mr. R. Keighley***
Mr. C. I. F. Ndiaye***
Mr. B. Chikwanha
Ms. M. Svova
31 Dec
2014
Shares
3 993
5 571
-
-
71 207 639
2 070
-
-
-
-
-
----------------
71 219 273
=========
31 Dec
2013
Shares
3 993
5 571
-
-
70 324 370
2 070
-
-
-
-
-
----------------
70 336 004
=========
* Mr. B. P. Washaya is the Acting CEO of NMBZ Holdings Limited and the Managing Director of NMB Bank Limited.
** Mr. J. Chenevix-Trench holds interests in African Century Financial Investments Limited, a shareholder in NMBZ.
*** Mr. B. A. M. Zwinkels, Mr. C. I. F. Ndiaye and Mr. R. Keighley represent AfricInvest (34 571 429 shares in NMBZ), FMO (34 571 429
shares in NMBZ) and Norfund (34 571 429 shares in NMBZ) respectively on the board of directors of NMBZ Holdings Limited and
NMB Bank Limited.
4.3 Total share options granted to executive directors
Mr. J. A. Mushore****
Mr. B. P. Washaya
31 Dec
2014
Share
options
344 842
275 873
----------------
620 715
=========
31 Dec
2013
Share
options
-
-
----------------
-
=========
****M
r. J. A. Mushore resigned as a director of NMBZ Holdings Limited and NMB Bank Limited with effect from 31 Octobe
r 2014.
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REPORT OF THE DIRECTORS (continued)
4. DIRECTORATE (continued)
4.4 Directors' attendance at meetings
4.4.1 Board of Directors
Name
Mr. T. N. Mundawarara
Mr. A. M. T. Mutsonziwa
Mr. B. W. Madzivire
Mr. J. Chigwedere
Mr. J. Chenevix-Trench
Ms. M. Svova
Mr. B. Chikwanha
Mr. R. Keighley
Mr. B. A. M. Zwinkels
Mr. C. I. F. Ndiaye
Dr. J. T. Makoni**
Mr. J. A. Mushore*
Meetings held
Meetings attended
9
9
9
9
9
9
9
9
9
9
9
3
9
6
9
8
9
9
9
9
9
9
8
2
* Resigned from the Board of NMBZ Holdings Limited with effect from 31 October 2014.
** Resigned from the Board of NMBZ Holdings Limited with effect from 31 December 2014.
4.4.2 Audit Committee
Name
Ms. M. Svova
Mr. B. W. Madzivire
Mr. A. M. T. Mutsonziwa
4.4.3 Risk Management Committee
Name
Mr. B. W. Madzivire
Mr. C. I. F. Ndiaye
Mr. R. Keighley
Mr. J. A. Mushore*
Mr. B. P. Washaya
Mr. B. Chikwanha
**
Meetings held
Meetings attended
4
4
4
4
4
2
Meetings held
Meetings attended
4
4
4
3
4
3
4
3
4
2
4
3
* Resigned from the Board of NMBZ Holdings Limited with effect from 31 October 2014.
** Appointed to the committee with effect from 18 March 2014.
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REPORT OF THE DIRECTORS (continued)
4. DIRECTORATE (continued)
4.4.4 Asset and Liability Management Committee (ALCO), Finance & Strategy Committee
Name
Mr. J. Chigwedere
Mr. T. N. Mundawarara
Mr. J. Chenevix-Trench
Mr. R. Keighley
Mr. B. A. M. Zwinkels
Mr. J. A. Mushore*
Mr. B. P. Washaya
Meetings held
Meetings attended
4
4
4
4
4
3
4
4
4
4
4
4
2
4
* Resigned from the Board of NMBZ Holdings Limited with effect from 31 October 2014.
4.4.5 Loans Review Committee
Name
Mr. B. Chikwanha
Mr. J. Chigwedere
Mr. C. I. F. Ndiaye
Mr. B. A. M. Zwinkels*
Meetings held
Meetings attended
4
4
4
4
4
4
3
0
* Appointed to the committee with effect from 18 March 2014.
4.4.6 Human Resources, Remuneration and Nominations Committee
Name
Mr. A. M. T. Mutsonziwa
Mr. T. N. Mundawarara
Mr. J. Chenevix-Trench
Mr. B. A. M. Zwinkels
Dr. J. T. Makoni
Mr. C. I. F. Ndiaye**
Mr. J. A. Mushore*
Mr. B. P. Washaya
Meetings held
Meetings attended
4
4
4
4
4
3
4
4
3
4
3
4
4
3
2
4
* Resigned from the Board of NMBZ Holdings Limited with effect from 31 October 2014.
** Appointed to the committee with effect from 18 March 2014.
4.4.7 Credit Committee
Name
Mr. T. N. Mundawarara
Mr. J. A. Mushore*
Ms. M. Svova**
Mr. J. Chenevix-Trench
Mr. B. P. Washaya
Meetings held
Meetings attended
10
8
9
10
10
10
7
9
10
9
* Resigned from the Board of NMBZ Holdings Limited with effect from 31 October 2014.
** Appointed to the committee with effect from 6 March 2014.
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REPORT OF THE DIRECTORS (continued)
5. CORPORATE GOVERNANCE
NMBZ Holdings Limited adheres to international best practice with regards to corporate governance. In particular, the group emulates
corporate governance principles set out in the Combined Code of the United Kingdom, the King III report of South Africa and the Reserve
Bank of Zimbabwe (RBZ) Corporate Governance Guideline. The Board has set up the Audit Committee, Human Resources,
Remuneration and Nominations Committee, ALCO, Finance and Strategy Committee, Credit Committee, Loans Review Committee and
the Risk Management Committee to assist in the discharge of its duties and responsibilities.
5.1 The Board of Directors
Following the re-organisation of the Board, the NMBZ Holdings Limited and NMB Bank Limited boards comprise of eleven directors each.
The boards of the holding company and the Bank are identical as they share eleven directors. The group obtained regulatory approval to
have similar boards for the Group and the banking subsidiary as the Bank was the group's only operating subsidiary. NMBZ Holdings and
the Bank boards comprises, of one executive and ten non-executive directors each. The Chairpersons of the board and all the board
committees are independent non-executive directors. The boards and the board committees meet at least four times a year.
5.2 Audit Committee
The committee oversees the Group's financial reporting process, monitoring the integrity and appropriateness of the Group's financial
statements; evaluating the adequacy of the Group's financial and operational processes, compliance, internal controls and risk
management processes and the selection, compensation, independence and performance of the Group's external and internal auditors.
The committee meets at least four times a year. The committee meets regularly with the company's internal and external auditors. Both
the internal and external auditors have unrestricted access to the Audit Committee to ensure their independence and objectivity.
Membership: Ms. M. Svova
Mr. A. M. T. Mutsonziwa
Mr. B. W. Madzivire
Chairperson - Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
5.3 Human Resources, Remuneration and Nominations Committee
The committee is responsible for setting the Group's remuneration philosophy and reviews the overall remuneration structures of the
Group, including all material remuneration proposals and packages for Executive Directors and senior personnel.
Membership: Mr. A. M. T. Mutsonziwa
Mr. T. N. Mundawarara
Mr. J. Chenevix-Trench
Mr. B. A. M. Zwinkels
Dr. J. T. Makoni**
Mr.C. I. F. Ndiaye
Mr. B. W. Madzivire
Mr. J. A. Mushore*
Mr. B. P. Washaya
Chairman - Independent Non-Executive Director
Independent Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Independent Non-Executive Director
Group Chief Executive Officer
Acting Group Chief Executive Officer
* Resigned from the committee with effect from 31 October 2014.
** Resigned from the committee with effect from 31 December 2014.
5.4 Loans Review Committee
The Loans Review Committee assesses compliance of the loan book with the lending policy and the Banking Regulations. The
committee conducts loan reviews independent of any person or committee responsible for sanctioning credit.
Membership: Mr. B. Chikwanha
Mr. J. Chigwedere
Mr. C. I. F. Ndiaye
Mr. B. A. M. Zwinkels
Chairman - Independent Non-Executive Director
Independent Non-Executive Director
Non - Executive Director
Non - Executive Director
12
ANNUAL REPORT
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REPORT OF THE DIRECTORS (continued)
5. CORPORATE GOVERNANCE (continued)
5.5 Credit Committee
The Credit Committee's main responsibilities are to consider loan applications beyond the discretionary limits of the Management Credit
Committee and to direct the formulation of, review and monitor the credit principles and policies of the Group.
Membership: Mr. T. N. Mundawarara
Mr. J. A. Mushore*
Ms. M. Svova
Mr. J. Chenevix-Trench
Mr. B. P. Washaya
Chairman - Independent Non-Executive Director
Group Chief Executive Officer
Independent Non-Executive Director
Non-Executive Director
Acting Group Chief Executive Officer
* Resigned from the committee with effect from 31 October 2014.
5.6 Asset and Liability Management Committee (ALCO), Finance and Strategy Committee
The ALCO, Finance & Strategy Committee is responsible for deriving the most appropriate strategy for the Group in terms of the mix of
assets and liabilities given its expectations of the future and the potential consequences of interest-rate movements, liquidity constraints,
foreign exchange exposure and capital adequacy. The committee also ensures that such strategy is in line with the group's risk appetite.
In addition, the committee monitors the business and financial strategies of the Company.
Membership: Mr. J. Chigwedere
Mr. T. N. Mundawarara
Mr. J. Chenevix-Trench
Mr. R. Keighley
Mr. B. A. M. Zwinkels
Mr. J. A. Mushore*
Mr. B. P. Washaya
Chairman-Independent Non-Executive Director
Independent Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Chief Executive Officer
Acting Group Chief Executive Officer
* Resigned from the committee with effect from 31 October 2014.
5.7 Risk Management Committee
The Risk Management Committee oversees the quality, integrity and reliability of the Group's risk management systems and reviews all
group-wide risks.
Membership: Mr. B. W. Madzivire
Mr. C. I. F. Ndiaye
Mr. R. Keighley
Mr. J. A. Mushore*
Mr. B. P. Washaya
Mr. B. Chikwanha
Chairman-Independent Non-Executive Director
Non-Executive Director
Non-Executive Director
Chief Executive Officer
Acting Group Chief Executive Officer
Independent Non-Executive Director
* Resigned from the committee with effect from 31 October 2014.
5.8 Professional Advice
The non-executive directors have access to independent professional advice at the Group's expense.
6. AUDITORS
At the forthcoming Annual General Meeting shareholders will be asked to authorise the directors to approve the auditors' remuneration
for the year ended 31 December 2014 and to appoint auditors of the Company for the ensuing year.
By order of the Board
V. Mutandwa
Company Secretary
Harare
18 March 2015
13
ANNUAL REPORT
2 0 1 4
STATEMENT OF DIRECTOR’S RESPONSIBILITY
for the year ended 31 December 2014
1. RESPONSIBILITY
The Directors of the Company are mandated by the Companies Act to maintain adequate accounting records and to prepare financial
statements that present a true and fair view of the state of affairs of the Company at the end of each financial year. The information
contained in these financial statements has been prepared on a going concern basis and is in accordance with the provisions of the
Companies Act [Chapter 24:03]; the Banking Act [Chapter 24:20]; and International Financial Reporting Standards (IFRSs).
2. CORPORATE GOVERNANCE
In its operations, the Group is guided by principles of corporate governance derived from the King III Report, the United Kingdom
Combined Code and the Reserve Bank of Zimbabwe Corporate Governance Guideline. The directors of the Group are cognisant of their
responsibility to exercise the duty of care and act in good faith in order to safeguard all stakeholders' interests.
3. BOARD OF DIRECTORS
Board appointments are made in a manner that ensures an adequate mix of skills and expertise on the board. The majority of the group's
non-executive directors are independent and thus provide the necessary checks and balances on the board and ensure that the interests
of all stakeholders are taken into account in the decision making process. The Chairman of the board is an independent non-executive
director. The board is assisted by various committees in executing its responsibilities. The board meets at least quarterly to assess risk,
review financial performance, and provide guidance to management on operational and policy issues.
The board conducts an annual evaluation to assess its effectiveness and develop remedial action plans to address weaknesses noted
from the evaluation. The evaluation involves an assessment of collective board performance, the chairperson's performance and
individual directors' performance.
4.
INTERNAL FINANCIAL CONTROLS
The board is responsible for ensuring that effective internal control systems are implemented within the Group. The Group maintains
internal controls and systems designed to provide reasonable assurance of the integrity and reliability of its records, safeguard the assets
of the group and prevent and detect fraud and errors. The Audit Committee in conjunction with the external auditors of the Group reviews
and assesses the internal control systems of the Group in key risk areas.
5. GOING CONCERN
The Directors have assessed the ability of the Group and its subsidiaries to continue operating as a going concern and believe that the
preparation of these financial statements on a going concern is still appropriate.
6.
INTERNAL AUDIT
The internal audit function has formally defined objectives, authority, and responsibilities enshrined in the Internal Audit Charter, which
principles are consistent with those of the Institute of Internal Auditors. The function is guided by the Internal Audit Manual and the
Reserve Bank of Zimbabwe's Guideline on Minimum Internal Audit Standards in Banking Institutions, in conducting its activities. The
internal audit function is independent of business lines and has unrestricted access to the Audit Committee. The internal audit functions
include evaluating the effectiveness of the risk management systems, reviewing the systems of internal control including internal
financial controls and the conduct of the Group's operations.
7. REMUNERATION
The Human Resources, Remuneration and Nominations Committee determines the remuneration policy for the Group. The
remuneration policy is designed to reward performance and retain highly skilled individuals. Accordingly, a discretionary performance
related bonus is offered in addition to a basic salary package.
8. EMPLOYEE PARTICIPATION AND DEVELOPMENT
The Group encourages active participation by its employees in its ownership. In line with this commitment, managerial employees have
in the past participated in the Company's share option scheme. The Group is working on operationalising a new share option scheme for
staff members approved in the 2012 Annual General Meeting. The Group is also committed to enhancing the skills of staff and sponsors
attendance of courses at reputable local and international institutions.
14
ANNUAL REPORT
2 0 1 4
STATEMENT OF DIRECTOR’S RESPONSIBILITY (continued)
9. SOCIAL RESPONSIBILITY
The Group recognises its responsibility in the society within which it operates. Pursuant to this, the Group sponsors the arts and sports
and also donates to deserving charities from time to time. The activities and charities supported during the year ended31 December 2014
included special education needs, health and social services, the environment and the arts.
10.REGULATION
The banking subsidiary of the Group is subject to regulation and supervision by the Reserve Bank of Zimbabwe, which conducts the
functions of the Registrar of Banking Institutions and is also the supervisor of banking institutions. Where appropriate, the Group
participates in industry-consultative meetings and discussion Groups aimed at enhancing the business environment.
11.ETHICS
As a Group, we aim to ensure that we adhere to the highest standards of responsible business practice. In that regard, the Group's values
include integrity and excellence. The Group's employees are thus expected to adhere to the highest standards of personal integrity and
professional conduct. The Group monitors its staff conduct through the code of conduct and ensures through its anti-money-laundering
policies that it does not conduct business with entities whose activities are unethical.
12.FINANCIAL STATEMENTS
The Company's directors are responsible for the preparation and fair presentation of the financial statements, comprising the statement
of financial position, statement of comprehensive income, statement of changes in equity and the statement of cash flows as at
31 December 2014, together with the notes to the financial statements, which include a summary of significant accounting policies and
other explanatory notes, in accordance with International Financial Reporting Standards and legislative and regulatory requirements.
The directors' responsibility includes designing, implementing and maintaining internal controls relevant to the preparation and fair
presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying
appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
Approval of the financial statements
The financial statements of the Company and Group appearing on pa
18 March 2015 and are signed on their behalf by:
ges 17 to 80 wer
e approved by the board of directors on
………………………………….
T. N. Mundawarara
Chairman
………………………………….
B. P. Washaya
Acting Group Chief Executive Officer
Date: 18 March 2015
Date: 18 March 2015
15
KPMG
Mutual Gardens
100 The Chase (West)
Emerald Hill
P.O. Box 6 Harare
Zimbabwe
Telephone:
Fax:
(+263-4) 303700
(+263-4) 302600
:(+263-4) 303699
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
NMBZ HOLDINGS LIMITED
Report on the financial statements
We have audited the consolidated and separate financial statements of NMBZ Holdings Limited, which comprise the statements of
financial position as at 31 December 2014, and the statements of comprehensive income, changes in equity and cash flows for the year
then ended, and the notes to the financial statements which include a summary of significant accounting policies and other explanatory
notes, as set out on pages 17 to 80.
Directors' responsibility for the financial statements
The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International
Financial Reporting Standards (IFRS) and in the manner required by the Companies Act (Chapter 24:03), the Banking Act (Chapter
24:20) and relevant regulations made thereunder; and for such internal control as the directors determine necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with
International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's
preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the
directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, these financial statements present fairly, in all material respects, the consolidated and separate financial position of
NMBZ Holdings Limited as at 31 December 2014, and its consolidated and separate financial performance and cash flows for the year
then ended in accordance with International Financial Reporting Standards and in the manner required by the Companies Act (Chapter
24:03) and the Banking Act (Chapter 24:20) and relevant regulations made thereunder.
KPMG CHARTERED ACCOUNTANTS (Zimbabwe)
Harare
18 March 2015
KPMG, a Zimbabwean partnership and a member firm of the
KPMG network of independent member firms affiliated with KPMG
International Cooperative (”KPMG International”), a Swiss entity.
16
STATEMENTS OF COMPREHENSIVE INCOME
for the year ended 31 December 2014
ANNUAL REPORT
2 0 1 4
Interest income
Interest expense
Net interest income
Net foreign exchange gains
Fee and commission income
Revenue
Non-interest income
Share of profit of associate
Profit on disposal of associate
Operating expenditure
Impairment losses on loans
and advances
Profit/(loss) before taxation
Taxation (charge)/credit
Profit/(loss) for the year
Other comprehensive income for the year, net of tax
Total comprehensive income/(loss) for the year
Attributable to:
Owners of the parent
Note
4
5
6.3
6.1
6.2
24
7
21.3
8
6.4
GROUP
2014
US$
2013
US$
COMPANY
2014
US$
2013
US$
31 072 461
(12 651 519)
----------------
18 420 942
33 181 704
(13 006 505)
----------------
20 175 199
1
-
----------------
1
1 822 432
15 121 536
----------------
35 364 910
1 502 044
14 673 834
----------------
36 351 077
-
-
----------------
1
1
-
----------------
1
-
-
----------------
1
62 025
-
-
(27 984 051)
777 720
217 768
580 136
(25 232 756)
430 690
-
-
(433 080)
719 837
-
1 324 286
(691 502)
(5 017 362)
----------------
2 425 522
(768 455)
----------------
1 657 067
----------------
10 180
----------------
(16 645 810)
----------------
(3 951 865)
630 042
----------------
(3 321 823)
----------------
-
----------------
-
----------------
(2 389)
(2 345)
----------------
(4 734)
----------------
-
----------------
-
----------------
1 352 622
(371 010)
----------------
981 612
----------------
-
----------------
1 667 247
=========
(3 321 823)
=========
(4 734)
=========
981 612
=========
1 667 247
----------------
1 667 247
=========
(3 321 823)
----------------
(3 321 823)
=========
(4 734)
----------------
(4 734)
=========
981 612
----------------
981 612
=========
Earnings/(loss) per share (US cents)
- Basic
- Diluted basic
9.3
9.3
0.43
0.40
(1.00)
(0.86)
17
STATEMENTS OF FINANCIAL POSITION
as at 31 December 2014
ANNUAL REPORT
2 0 1 4
SHAREHOLDERS' FUNDS
Share capital
Capital reserves
Retained earnings
Total equity
Redeemable ordinary shares
Subordinated loan
Total shareholders' funds
LIABILITIES
Deposits and other liabilities
Deferred tax liabilities
Total liabilities
Total shareholders’ funds and liabilities
ASSETS
Cash and cash equivalents
Current tax assets
Investment securities held to maturity
Loans, advances and other assets
Investment in debentures
Non-current assets held for sale
Investments:-
Trade investments
Associates
Group companies
Quoted and other investments
Investment properties
Intangible assets
Property and equipment
Deferred tax assets
Total assets
Note
GROUP
2014
US$
2013
US$
COMPANY
2014
US$
2013
US$
10
11
12
13
14
15
16
19
20
8.4
17.1
21
18
22
23
24
25
26
27
28
29
19
78 598
19 093 810
10 131 991
----------------
29 304 399
14 335 253
1 407 964
----------------
45 047 616
----------------
241 001 418
-
----------------
241 001 418
----------------
78 598
17 937 471
9 604 191
----------------
27 620 260
14 335 253
1 485 890
----------------
43 441 403
----------------
216 041 709
-
----------------
216 041 709
----------------
78 598
15 800 111
748 260
----------------
16 626 969
14 335 253
-
----------------
30 962 222
----------------
656 572
-
----------------
656 572
----------------
78 598
15 783 219
752 994
----------------
16 614 811
14 335 253
-
----------------
30 950 064
----------------
784 819
6 846
----------------
791 665
----------------
286 049 034
=========
259 483 112
=========
31 618 794
=========
31 741 729
=========
54 750 561
1 436 974
3 874 525
203 363 052
4 614 047
2 267 300
81 390
-
-
127 291
4 453 300
1 950 733
6 345 267
2 784 594
----------------
286 049 034
=========
48 871 983
1 739 210
4 685 471
181 316 271
3 984 723
2 303 300
190 148
-
-
145 850
4 385 300
1 664 369
7 372 943
2 823 544
----------------
259 483 112
=========
53
85 752
-
7 389
-
-
52
91 722
-
7 385
-
-
-
-
31 505 686
16 385
-
-
-
3 529
----------------
31 618 794
=========
113 946
-
31 505 686
22 938
-
-
-
-
----------------
31 741 729
=========
Directors:
……………………………………..
T. N. MUNDAWARARA
……………………………………..
B. P. WASHAYA
……………………………………..
V. MUTANDWA
Company Secretary
18 March 2015
18
ANNUAL REPORT
2 0 1 4
STATEMENTS OF CHANGES TO EQUITY
for the year ended 31 December 2014
GROUP
Balances at 1 January 2013
Total loss for the year
Transfer to regulatory reserve
Balances at 31 December 2013
Total comprehensive income for the year
Transfer to regulatory reserve
Share options issued
Balances at 31 December 2014
COMPANY
Balances at 1 January 2013
Total comprehensive income for the year
Balances at 31 December 2013
Total loss for the year
Share options issued
Balances at 31 December 2014
Share
Capital
US$
78 598
-
-
----------------
78 598
-
-
-
----------------
78 598
=========
Share
Premium
US$
15 737 548
-
-
----------------
15 737 548
-
-
-
----------------
15 737 548
=========
Share
Option
Reserve
US$
45 671
-
-
----------------
45 671
-
-
16 892
----------------
62 563
=========
Regulatory
Reserve
US$
2 301 683
-
(147 431)
----------------
2 154 252
-
1 139 447
-
----------------
3 293 699
=========
Retained
Earnings
US$
12 778 583
(3 321 823)
147 431
----------------
9 604 191
1 667 247
(1 139 447)
-
----------------
10 131 991
=========
Total
US$
30 942 083
(3 321 823)
-
----------------
27 620 260
1 667 247
-
16 892
----------------
29 304 399
=========
Share
Capital
US$
78 598
-
----------------
78 598
-
-
----------------
78 598
=========
Share
Premium
US$
15 737 548
-
----------------
15 737 548
-
-
----------------
15 737 548
=========
Share
option
Reserve
US$
45 671
-
----------------
45 671
-
16 892
----------------
62 563
=========
Retained
(loss)/
Earnings
US$
(228 618)
981 612
----------------
752 994
(4 734)
-
----------------
748 260
=========
Total
US$
15 633 199
981 612
----------------
16 614 811
(4 734)
16 892
----------------
16 626 969
=========
19
ANNUAL REPORT
2 0 1 4
GROUP
2014
US$
2 425 522
2013
US$
(3 951 865)
COMPANY
2014
US$
(2 389)
2013
US$
1 352 622
5 017 362
(37 800)
(6 274)
177 413
13 372
(46 900)
1 899 047
(3 000)
-
337 118
-
-
----------------
9 775 860
16 645 810
(595 450)
(30 022)
-
(9 892)
(4 803)
1 695 856
(21 000)
(1 500)
130 716
(217 768)
(580 136)
----------------
13 059 946
-
-
-
-
6 559
-
-
-
-
-
-
-
----------------
4 170
-
-
-
-
10 801
-
-
-
-
-
-
(1 324 286)
----------------
39 137
24 959 709
(27 064 142)
(629 324)
----------------
7 042 103
----------------
21 039 076
(51 362 087)
(3 984 723)
----------------
(21 247 788)
----------------
(128 250)
(4)
-
----------------
(124 084)
----------------
(209 142)
170 101
-
----------------
96
----------------
(422 299)
(8 500)
----------------
6 611 304
----------------
(2 876 507)
(264 574)
----------------
(24 388 869)
----------------
-
(6 750)
----------------
(130 834)
----------------
(262 599)
-
----------------
(262 503)
----------------
10 177
(992 076)
(30 200)
-
-
39 000
(623 482)
-
810 946
----------------
(785 635)
----------------
35 634
(1 506 369)
(769 550)
1 850 000
(26 175)
39 500
(1 170 868)
-
816 492
----------------
(731 336)
----------------
-
-
-
-
-
-
-
-
-
----------------
(130 834)
----------------
-
-
-
140 487
130 835
(218 413)
----------------
5 878 578
14 831 145
(495 892)
1 400 000
85 890
-
-
----------------
(9 299 062)
48 871 983
----------------
54 750 561
=========
58 171 045
----------------
48 871 983
=========
-
-
-
-
130 835
-
----------------
1
52
----------------
53
=========
-
-
-
1 850 000
(26 175)
-
-
(15 896 574)
-
----------------
(14 072 749)
----------------
14 831 145
(495 892)
-
-
-
-
----------------
1
51
----------------
52
=========
STATEMENTS OF CASH FLOWS
for the year ended 31 December 2014
CASH FLOWS FROM OPERATING
Profit/(loss) before taxation
Non-cash items
- Impairment losses on loans and advances
- Investment properties fair value adjustment
- Profit on disposal of property and equipment
- Loss on disposal of property and equipment (included in staff costs)
- Quoted and other investments fair value adjustment
- Impairment reversal on land and buildings
- Depreciation
- Non-current assets held for sale fair value adjustment
- Profit on disposal of non-current asset held for sale
- Amortisation of intangible asset
- Share of associate's profit
- Profit on disposal of associate
Operating cash flows before changes in operating assets and liabilities
Changes in operating assets and liabilities
Deposits and other liabilities
Loans, advances and other assets
Investment in debentures
Net cash inflow/(outflow) generated from operations
Taxation
Corporate tax paid
Capital gains tax paid
Net cash inflow/(outflow) from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposal of property and equipment
Purchase of property and equipment
Acquisition of investment property
Proceeds on disposal of associate
Expenses on disposal of associate
Proceeds on disposal of non-current assets held for sale
Acquisition of intangible asset
Increase in investment in subsidiary
Investment securities held to maturity
Net cash outflow from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from redeemable ordinary shares
Share issue expenses
Proceeds from subordinated loan
Interest capitalised on subordinated loan
Proceeds on disposal of unquoted investment
Repayment of interest on subordinated loan
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year (note 20)
20
ANNUAL REPORT
2 0 1 4
SIGNIFICANT ACCOUNTING POLICIES
for the year ended 31 December 2014
BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. All companies in the Group
have a December year end. Inter-group transactions, balances, income and expenses are eliminated on consolidation.
BUSINESS COMBINATIONS
Business combinations are accounted for using the acquisition method as at the acquisition date – i.e. when control is transferred to the
Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired.
Subsidiaries
Subsidiaries are those investees controlled by the Group. The Group controls an investee if it is exposed or has rights to variable returns
from its involvement with the investee and has the ability to affect those returns through its power over the subsidiary. The financial
statements of subsidiaries are included in the consolidated financial statements, using the Acquisition Method, from the date that control
effectively commences until the date that control effectively ceases. All intra –group balances, transactions, unrealised gains and losses
resulting from intra – group transactions and dividends are eliminated in full.
In the holding company's separate financial statements investment in subsidiaries are accounted for at cost.
Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately.
Transaction costs are expensed as incurred, except if they are related to the issue of debt or equity securities.
Any contingent consideration payable is measured at fair value at the acquisition date. If the contigent consideration is classified as
equity, then it is not re-measured and settlement is accounted for within equity. Otherwise subsequent changes in the fair value of the
contingent consideration are recognised in profit or loss.
Associates
An associate is an entity over which the Group has significant influence, as evidenced by the Group holding directly or indirectly 20% or
more of the voting power of the investee representation on the Board and direct involvement with the policy making processes of the
investee. The Group's investment in its associate is accounted for using the equity method. Under the equity method, the investment in
the associate is measured in the statement of financial position at cost plus post acquisition changes in the Group's share of the profit or
loss and other comprehensive income of the associate until the date on which significant influences ceases. Goodwill relating to the
associate is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment.
Unrealised gains resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the
associate. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is evidence of
impairment. The financial statements of the associate are prepared for the same reporting period as the Group.
Where necessary, adjustments are made to bring the accounting policies in line with those of the Group. After application of the equity
method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group's investment in its
associate. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is
impaired. If this is the case the Group calculates the amount of impairment as the difference between the recoverable amount of the
associate and its carrying value and recognises the amount in the 'share of profit of an associate' in the income statement. Upon loss of
significant influence over the associate, the Group measures and recognises any retaining investment at its fair value. Any difference
between the carrying amount of the associate upon loss of significant influence and the fair value of the retaining investment and
proceeds from disposal is recognised in profit or loss.
Loss of Control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-
controlling interests (NCI) and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in
the former subsidiary is measured at fair value when control is lost.
In the Holding Company's separate financial statements investments in subsidiaries are accounted for at cost.
Non-controlling interests
NCI are measured at their proportionate share of the acquiree's identifiable net assets at the acquisition date.
Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
21
ANNUAL REPORT
2 0 1 4
SIGNIFICANT ACCOUNTING POLICIES (continued)
BUSINESS COMBINATIONS (continued)
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains or
losses) arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses are
eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
FOREIGN CURRENCY TRANSACTIONS
Transactions in foreign currencies are translated into United States Dollars (US$), which is the respective functional currency of Group
entities at the spot exchange rates at the date of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the
spot exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between the amortised cost in the
functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in the
foreign currency translated at the spot exchange rate at the end of the year.
Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the
spot exchange rate at the date on which the fair value is determined. Non-monetary items that are measured based on historical cost in a
foreign currency are translated using the spot exchange rate at the date of the transaction.
Foreign currency differences arising on translation are generally recognised in profit or loss.
TAXATION
Income tax
Income tax expenses comprise current, capital gains, deferred tax and AIDS levy. It is recognised in profit or loss except to the extent that
it relates to items recognised directly in equity or in other comprehensive income.
Current tax
Current tax comprises expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax
payable or receivable in respect of previous years. It is measured using rates enacted or substantively enacted at the reporting date in
the country where the Group operates and generates taxable income and any adjustment to tax payable in respect of previous years.
Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the
taxation authorities.
Deferred taxation
Deferred tax 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. Deferred tax is not recognised for:
!
!
!
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that
affects neither accounting nor taxable profit or loss;
temporary differences related to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable
future; and
taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is
probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax is measured at the
tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at
the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the
reporting date, to recover or settle the carrying amount of its assets and liabilities. For this purpose, the carrying amount of investment
property measured at fair value is presumed to be recovered through sale, and the Group has not rebutted this presumption.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate
to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax
liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
22
ANNUAL REPORT
2 0 1 4
SIGNIFICANT ACCOUNTING POLICIES (continued)
TAXATION (continued)
Additional taxes that arise from the distribution of dividends by the Bank are recognised at the same time as the liability to pay the related
dividend is recognised. These amounts are generally recognised in profit or loss because they generally relate to income arising from
transactions that were originally recognised in profit or loss.
DIVIDEND DISTRIBUTION
Dividend distribution to the Company's shareholders is recognised as a liability in the period in which the dividends are approved by the
Company's shareholders.
FINANCIAL INSTRUMENTS
Financial instruments – initial recognition and subsequent measurement
(i) Date of recognition
All financial assets and financial liabilities are initially recognised on the trade date, i.e., the date that the Group becomes a party to the
contractual provisions of the instrument. This includes 'regular way trades': purchases or sales of financial assets that require delivery of
assets within the time frame generally established by regulation or convention in the market place.
(ii) Initial measurement of financial instruments
The classification of financial instruments at initial recognition depends on their purpose and characteristics and management's intention
in acquiring them. All financial instruments are measured initially at fair value plus transaction costs, except in the case of financial assets
and financial liabilities recognised at fair value through profit or loss.
(iii)Financial assets or financial liabilities held for trading
Financial assets or financial liabilities held for trading are recognised in the statement of financial position at fair value. Changes in fair
value are recognised in non-interest income. Interest and dividend income or expense is recorded in 'Interest income or expense' and
“Non-interest income” respectively according to the terms of the contract, or when the right to the payment has been established.
Included in this classification are debt securities, equities, short positions and customer loans that have been acquired principally for the
purpose of selling or repurchasing in the near term.
(iv)Financial assets and financial liabilities designated at fair value through profit or loss
Financial assets and financial liabilities classified in this category are those that have been designated by management upon initial
recognition. Management may only designate an instrument at fair value through profit or loss upon initial recognition when the following
criteria are met, and designation is determined on an instrument-by-instrument basis:
! The designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise from measuring the assets
or liabilities or recognising gains or losses on them on a different basis.
! The assets and liabilities are part of a group of financial assets, financial liabilities or both, which are managed and their performance
evaluated on a fair value basis, in accordance with a documented risk management or investment strategy.
! The financial instrument contains one or more embedded derivatives, which significantly modify the cash flows that would otherwise
be required by the contract.
Financial assets and financial liabilities at fair value through profit or loss are recognised in the statement of financial position at fair value.
Changes in fair value are recognised in 'Net gain or loss on financial assets and liabilities designated at fair value through profit or loss'.
Interest earned or incurred is accrued in 'Interest income' or 'Interest expense', respectively, using the effective interest rate (EIR), while
dividend income is recorded in 'Non-interest income' when the right to the payment has been established.
(v) 'Day 1' profit or loss
When the transaction price differs from the fair value of other observable current market transactions in the same instrument, or based on
a valuation technique whose variables include only data from observable markets, the Group immediately recognises the difference
between the transaction price and fair value (a 'Day 1' profit or loss) in 'Net trading income'. In cases where fair value is determined using
data which is not observable, the difference between the transaction price and model value is only recognised in the profit or loss
statement when the inputs become observable, or when the instrument is derecognised.
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ANNUAL REPORT
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SIGNIFICANT ACCOUNTING POLICIES (continued)
FINANCIAL INSTRUMENTS (continued)
(vi)Due from banks and loans and advances to customers
'Due from banks' and 'Loans and advances to customers' include non–derivative financial assets with fixed or determinable payments
that are not quoted in an active market, other than:
! Those that the Group intends to sell immediately or in the near term and those that the Group, upon initial recognition, designates as
at fair value through profit or loss.
! Those that the Group, upon initial recognition, designates as available for sale.
! Those for which the Group may not recover substantially all of its initial investment, other than because of credit deterioration.
After initial measurement, amounts 'Due from banks' and 'Loans and advances to customers' are subsequently measured at amortised
cost using the EIR, less allowance for impairment. Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees and costs that are an integral part of the EIR.
The amortisation is included in 'Interest income' in the profit or loss. The losses arising from impairment are recognised in the profit or
loss in 'Impairment losses on loans and advances'.
The Group may enter into certain lending commitments where the loan, on drawdown, is expected to be classified as held for trading
because the intent is to sell the loans in the short term. These commitments to lend are recorded as derivatives and measured at fair value
through profit or loss.
Where the loan, on drawdown, is expected to be retained by the Group, and not sold in the short term, the commitment is recorded only
when it is an onerous contract that is likely to give rise to a loss (for example, due to a counterparty credit event).
(vii) Deposits and other liabilities
Deposits and other liabilities are non-trading financial liabilities payable on demand and at variable interest rates. Subsequent to initial
measurement deposits and other liabilities are measured at amortised cost applying the effective interest method.
(viii) Quoted and trade investments
Quoted investments comprise interests in equities listed on a public exchange and are accounted for at fair value. The fair value is
determined using quoted market prices in active markets.
Trade investments comprise interests in unquoted equities and are accounted for at fair value. The fair value is determined using
valuation techniques or pricing models.
(ix) Reclassification of financial assets
Effective from 1 July 2008, the Group was permitted to reclassify, in certain circumstances, non–derivative financial assets out of the 'held
for trading' category and into the 'available for sale', 'loans and receivables', or 'held to maturity' categories. From this date, it was also
permitted to reclassify, in certain circumstances, financial instruments out of the 'available for sale' category and into the 'loans and
receivables' category.
Reclassifications are recognised at fair value at the date of reclassification, which becomes the new amortised cost. For a financial asset
reclassified out of the 'available for sale' category, any previous gain or loss on that asset that has been recognised in equity is amortised
to profit or loss over the remaining life of the investment using the EIR. Any difference between the new amortised cost and the expected
cash flows is also amortised over the remaining life of the asset using the EIR. If the asset is subsequently determined to be impaired,
then the amount recognised in equity is recycled to the profit and loss.
The Group may reclassify a non–derivative trading asset out of the 'held for trading' category and into the 'loans and receivables' category
if it meets the definition of loans and receivables and the Group has the intention and ability to hold the financial asset for the foreseeable
future or until maturity. If a financial asset is reclassified, and if the Group subsequently increases its estimates of future cash receipts as a
result of increased recoverability of those cash receipts, the effect of that increase is recognised as an adjustment to the EIR from the date
of the change in estimate.
Reclassification is at the election of management, and is determined on an instrument by instrument basis. The Group does not reclassify
any financial instrument into the fair value through profit or loss category after initial recognition.
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ANNUAL REPORT
2 0 1 4
SIGNIFICANT ACCOUNTING POLICIES (continued)
FINANCIAL INSTRUMENTS (continued)
Derecognition of financial assets and financial liabilities
(i) Financial assets
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:
! The rights to receive cash flows from the asset have expired.
! The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows
in full without material delay to a third party under a 'pass–through' arrangement; and either,
! The Group has transferred substantially all the risks and rewards of the asset or
! The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the
asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass–through arrangement, and has
neither transferred nor retained substantially all of the risks and rewards of the asset nor transferred control of the asset, the asset is
recognised to the extent of the Group's continuing involvement in the asset. In that case, the Group also recognises an associated liability.
The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has
retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying
amount of the asset and the maximum amount of consideration that the Group could be required to repay.
(ii) Financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. Where an existing financial
liability is replaced by another from the same lender on substantially different terms ,or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The
difference between the carrying value of the original financial liability and the consideration paid is recognised in profit or loss.
FAIR VALUE MEASUREMENT
‘Fair value' is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at
that date. The fair value of a liability reflects its non-performance risk.
When available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument.
A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing
information on an ongoing basis.
If there is no quoted price in an active market, then the Group uses valuation techniques that maximise the use of relevant observable
inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market
participants would take into account in pricing a transaction.
The best evidence of the fair value of a financial instrument at initial recognition is normally the transaction price – i.e. the fair value of the
consideration given or received. If the Group determines that the fair value at initial recognition differs from the transaction price and the
fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique
that uses only data from observable markets, then the financial instrument is initially measured at fair value, adjusted to defer the
difference between the fair value at initial recognition and the transaction price. Subsequently, that difference is recognised in profit or
loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market
data or the transaction is closed out.
If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid
price and liabilities and short positions at an ask price.
Portfolios of financial assets and financial liabilities that are exposed to market risk and credit risk that are managed by the Group on the
basis of the net exposure to either market or credit risk are measured on the basis of a price that would be received to sell a net long
position (or paid to transfer a net short position) for a particular risk exposure. Those portfolio-level adjustments are allocated to the
individual assets and liabilities on the basis of the relative risk adjustment of each of the individual instruments in the portfolio.
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ANNUAL REPORT
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SIGNIFICANT ACCOUNTING POLICIES (continued)
FAIR VALUE MEASUREMENT (continued)
The fair value of a demand deposit is not less than the amount payable on demand, discounted from the first date on which the amount
could be required to be paid.
The Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change
has occurred.
'Fair value' is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's
length transaction on the measurement date. When available, the Group measures the fair value of an instrument using quoted prices in
an active market for that instrument. A market is regarded as active if quoted prices are readily and regularly available and represent
actual and regularly occurring market transactions on an arm's length basis.
If a market for a financial instrument is not active, then the Group establishes fair value using a valuation technique. The chosen valuation
technique makes maximum use of market inputs, relies as little as possible on estimates specific to the Group, incorporates all factors
that market participants would consider in setting a price and is consistent with accepted economic methodologies for pricing financial
instruments.
The best evidence of the fair value of a financial instrument at initial recognition is the transaction price – i.e. the fair value of the
consideration given or received. However, in some cases the initial estimate of fair value of a financial instrument on initial recognition
may be different from its transaction price. If this estimated fair value is evidenced by comparison with other observable current market
transactions in the same instrument (without modification or repackaging) or based on a valuation technique whose variables include
only data from observable markets, then the difference is recognised in profit or loss on initial recognition of the instrument. In other
cases, the fair value at initial recognition is considered to be the transaction price and the difference is not recognised in profit or loss
immediately but is recognised over the life of the instrument on an appropriate basis or when the instrument is redeemed, transferred or
sold, or the fair value becomes observable.
If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid
price and liabilities and short positions at an ask price. Where the Group has positions with offsetting risks, mid-market prices are used to
measure the offsetting risk positions and a bid or ask price adjustment is applied only to the net open position as appropriate.
The fair value of a demand deposit is not less than the amount payable on demand, discounted from the first date on which the amount
could be required to be paid.
An analysis of fair values of financial instruments and further details as to how they are measured are provided in Note 17.
Identification and measurement of impairment
At each reporting date, the Group assesses whether there is objective evidence that financial assets not carried at fair value through profit
or loss are impaired. A financial asset or a group of financial assets is impaired when objective evidence demonstrates that a loss event
has occurred after the initial recognition of the asset(s) and that the loss event has an impact on the future cash flows of the asset(s) that
can be estimated reliably.
Objective evidence that financial assets are impaired includes:
!
!
!
!
!
!
significant financial difficulty of the borrower or issuer;
default or delinquency by a borrower;
the restructuring of a loan or advance by the Group on terms that the Bank would not consider otherwise;
indications that a borrower or issuer will enter bankruptcy;
the disappearance of an active market for a security; or
observable data relating to a group of assets such as adverse changes in the payment status of borrowers or issuers in the Group, or
economic conditions that correlate with defaults in the Group.
In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of
impairment. However, in specific circumstances a smaller decline or a shorter period may be appropriate.
The Group considers evidence of impairment for loans and advances and held-to-maturity investment securities at both a specific asset
and a collective level. All individually significant loans and advances and held-to-maturity investment securities are assessed for specific
impairment. Those found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not
yet identified. Loans and advances and held-to-maturity investment securities that are not individually significant are collectively
assessed for impairment by grouping together loans and advances and held-to-maturity investment securities with similar risk
characteristics.
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ANNUAL REPORT
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SIGNIFICANT ACCOUNTING POLICIES (continued)
FAIR VALUE MEASUREMENT (continued)
In assessing collective impairment, the Group uses statistical modelling of historical trends of the probability of default, the timing of
recoveries and the amount of loss incurred, and makes an adjustment if current economic and credit conditions are such that the actual
losses are likely to be greater or lesser than is suggested by historical trends. Default rates, loss rates and the expected timing of future
recoveries are regularly benchmarked against actual outcomes to ensure that they remain appropriate.
Impairment losses on assets measured at amortised cost are calculated as the difference between the carrying amount and the present
value of estimated future cash flows discounted at the asset's original effective interest rate.
If the terms of a financial asset are renegotiated or modified or an existing financial asset is replaced with a new one due to financial
difficulties of the borrower, then an assessment is made of whether the financial asset should be derecognised. If the cash flows of the
renegotiated asset are substantially different, then the contractual rights to cash flows from the original financial asset are deemed to
have expired. In this case, the original financial asset is derecognised and the new financial asset is recognised at fair value. The
impairment loss before an expected restructuring is measured as follows:
!
!
If the expected restructuring will not result in derecognition of the existing asset, then the estimated cash flows arising from the
modified financial asset are included in the measurement of the existing asset based on their expected timing and amounts
discounted at the original effective interest rate of the existing financial asset.
If the expected restructuring will result in derecognition of the existing asset, then the expected fair value of the new asset is treated as
the final cash flow from the existing financial asset at the time of its derecognition. This amount is discounted from the expected date
of derecognition to the reporting date using the original effective interest rate of the existing financial asset.
Impairment losses are recognised in profit or loss and reflected in an allowance account against loans and advances or held-to-maturity
investment securities. Interest on the impaired assets continues to be recognised through the unwinding of the discount. If an event
occurring after the impairment was recognised causes the amount of impairment loss to decrease, then the decrease in impairment loss
is reversed through profit or loss.
Impairment losses on available-for-sale investment securities are recognised by reclassifying the losses accumulated in the fair value
reserve in equity to profit or loss. The cumulative loss that is reclassified from equity to profit or loss is the difference between the
acquisition cost, net of any principal repayment and amortisation, and the current fair value, less any impairment loss recognised
previously in profit or loss. Changes in impairment attributable to application of the effective interest method are reflected as a component
of interest income.
The Group writes off a loan or an investment debt security, either partially or in full, and any related allowance for impairment losses, when
the Bank Credit Committee and the Board of Directors determines that there is no realistic prospect of recovery.
Regulatory Guidelines and International Financial Reporting Standards Requirements in Respect of the Group's banking
activities
The Banking Regulations 2000 issued by the Reserve Bank of Zimbabwe (RBZ) give guidance on allowance for doubtful debts and
stipulate certain minimum percentages to be applied to the respective categories of the loan book.
International Accounting Standard 39 (IAS 39), Financial Instruments: Recognition and Measurement (IAS39) prescribes the allowance
for impairment losses based on the actual loan losses incurred in the past applied to the sectoral analysis of book debts and the
discounting of expected cash flows on specific problem accounts.
The two prescriptions are likely to give different results. The Board has taken the view that where the IAS 39 charge is less than the
amount provided for in the Banking Regulations, the difference is recognised directly in equity as a transfer from retained earnings to a
regulatory reserve and where it is more; the full amount will be recognised in profit or loss.
Non-performing loans
Interest on loans and advances is accrued as income until such time as reasonable doubt exists about its recoverability, thereafter and
until all or part of the loan is written off, interest continues to accrue on customer's accounts but is not included in income. Such
suspended interest is deducted from loans and advances in the statement of financial position. This policy meets the requirements of the
Banking Regulations, 2000.
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ANNUAL REPORT
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SIGNIFICANT ACCOUNTING POLICIES (continued)
FAIR VALUE MEASUREMENT (continued)
Renegotiated loans and advances
Where possible, the Group seeks to restructure loans rather than to take possession of collateral. This may involve extending the
payment arrangements and the agreement of new loan conditions. Once the terms have been re-negotiated, any impairment is
measured using the original effective interest rate (EIR) as calculated before the modification of terms and the loan is no longer
considered past due. Management continuously renews re-negotiated loans to ensure that all criteria are met and that future payments
are likely to occur. The loans continue to be subject to an individual or collective impairment assessment, calculated using the loans
original EIR.
Collateral valuation
The Group seeks to use collateral, where possible, to mitigate its risks on financial assets. The collateral comes in various forms such as
cash, securities, letters of credit/guarantees, real estate, receivables, inventories, other non-financial assets and credit enhancements
such as netting agreements. The fair value of collateral is generally assessed, at a minimum, at inception and based on the Group's
quarterly reporting schedule, however, some collateral, for example, cash or securities relating to margining requirements, is valued
daily. To the extent possible, the Group uses active market data for valuing financial assets, held as collateral. Other financial assets
which do not have a readily determinable market value are valued using models. Non-financial collateral, such as real estate, is valued
based on data provided by third parties such as mortgage brokers, housing price indices, audited financial statements, and other
independent sources. (See note 40.1.4 for further analysis of collateral).
Collateral repossessed
The Group's policy is to determine whether a repossessed asset is best used for its internal operations or should be sold. Assets
determined to be useful for the internal operations are transferred to their relevant asset category at the lower of their repossessed value
or the carrying value of the original secured asset. Assets that are determined better to be sold, are immediately transferred to assets held
for sale at their value at the repossession date in line with the Group's policy.
Offsetting financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a
currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset
and settle the liability simultaneously. This is not generally the case with master netting agreements, therefore, the related assets and
liabilities are presented gross in the statement of financial position.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include notes and coins on hand, unrestricted balances held with central banks and highly liquid financial
assets with original maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their
fair value, and are used by the Group in the management of its short term commitments.
Cash and cash equivalents are carried at amortised cost in the statement of financial position.
PROPERTY AND EQUIPMENT
Equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Such cost includes the cost of replacing
part of the equipment when that cost is incurred, if the recognition criteria are met. Likewise, when a major inspection is performed, its
cost is recognized in the carrying amount of the equipment as a replacement if the recognition criteria are satisfied. The previous
remaining carrying amount is derecognized. All other repair and maintenance costs are recognised in the profit or loss as incurred.
Land and buildings are measured at revalued amount less accumulated depreciation on buildings and impairment losses recognised
after the date of the revaluation. Revaluation of property is done half yearly and at the end of each reporting period, by a registered
professional valuer.
Any revaluation surplus is recognised in other comprehensive income and accumulated in the revaluation reserve included in the equity
section of the statement of financial position, except to the extent that it reverses a revaluation decrease of the same asset previously
recognised in profit or loss, in which case the increase is recognised in profit or loss. A revaluation deficit is recognised in profit or loss,
except to the extent that it offsets an existing surplus on the same asset recognised in the asset revaluation reserve, the decrease in other
comprehensive income reduces the amount accumulated in equity as the asset revaluation reserve, the decrease in other
comprehensive income reduces the amount accumulated in equity as the asset revaluation reserve. Upon disposal, any revaluation
reserve relating to the particular asset being sold is transferred to retained earnings.
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ANNUAL REPORT
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SIGNIFICANT ACCOUNTING POLICIES (continued)
PROPERTY AND EQUIPMENT (continued)
An annual transfer from the asset revaluation reserve to retained earnings is made for the difference between depreciation based on the
revalued carrying amount of the assets and depreciation based on the assets original cost. Additionally accumulated depreciation as at
the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of
the asset. Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or
disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.
Residual values and the useful life of assets are reviewed at least at each financial year end. Where the residual value of an asset
increases to an amount that is equal to or exceeds its carrying amount, then the depreciation of the asset ceases. Depreciation will
resume only when the residual value decreases to an amount below the asset's carrying amount.
Owned assets
The cost of self-constructed assets includes the cost of materials, direct labour and an appropriate proportion of attributable overheads
which are directly attributable to the assets.
Depreciation
Depreciable amount is the cost of an asset or other amount substituted for cost less its residual value. Depreciation is provided to write off
the depreciable amount of property and equipment over their estimated useful lives to their estimated residual values at the following
rates per annum, on a straight-line basis.
Computers
Motor Vehicles
Furniture and Equipment
Buildings
20%
25%
20%
2%
Land and capital work-in-progress are not depreciated.
Amortisation of intangible assets:
The depreciable amount of an intangible asset with a finite useful life is allocated on a straight line basis over its useful life. The
amortisation rate is as follows:
Computer software
Borrowing costs
20%
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period
of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are
expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the
borrowing of funds.
The Group capitalises borrowing costs for all qualifying assets.
Leasing
The determination of whether an arrangement is a lease, or it contains a lease is based on the substance of the arrangement and requires
an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement
conveys a right to use the asset.
As a lessee
Leases which do not transfer to the Group substantially all the risks and rewards incidental to ownership of the leased items are operating
leases. Operating lease payments are recognised as an expense in profit or loss on a straight line basis over the lease term. Contingent
rentals payable are recognised as an expense in the period in which they are incurred.
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ANNUAL REPORT
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SIGNIFICANT ACCOUNTING POLICIES (continued)
PROPERTY AND EQUIPMENT (continued)
As lessor
Leases where the Group does not transfer substantially all the risks and rewards of ownership of the assets are classified as operating
leases. Initial direct costs incurred in negotiating operating leases are added to the carrying amount of the leased asset and recognised
over the lease term on the same basis as rental income.
IMPAIRMENT OF NON FINANCIAL ASSETS
The carrying amounts of the Group's non financial assets other than consumables and deferred tax assets are reviewed at each reporting
date to determine whether there is any indication of impairment. If any such indication exists, the assets' recoverable amounts are
estimated.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.
The recoverable amount of assets is the greater of their fair value less cost to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is
used. Impairment losses of continuing operations are recognised in profit or loss in those expense categories consistent with the
functions of the impaired asset, except for property previously revalued where the revaluation was taken to other comprehensive income.
In this case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation. For assets
excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist, or may have decreased. If such an indication exists the bank estimates the assets or CGU's
recoverable.
A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the assets
recoverable amount since the last impairment loss was recognised.
The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceeds the carrying amount
that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such
reversal is recognised in profit or loss.
INVESTMENT PROPERTIES
Investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part
of an existing investment property at the time that cost is incurred if the recognition criteria are met, and excludes the costs of day to day
servicing of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which reflects
market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment properties are included in
profit or loss in the year in which they arise. Revaluation is done half yearly and at the end of each reporting period by a registered
professional valuer.
Investment properties are derecognised when either they have been disposed of or when the investment property is permanently
withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an
investment property are recognised in profit or loss in the year of retirement or disposal.
Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner
occupied property, the deemed cost for subsequent accounting is the fair value at the date of change in use. If owner occupied property
becomes an investment property, the Group accounts for such property in accordance with the policy stated under property and
equipment up to the date of change in use.
FINANCIAL GUARANTEES
In the ordinary course of business, the banking subsidiary give financial guarantees, consisting of letters of credit, guarantees and
acceptances. Financial guarantees are initially recognised in the financial statements at fair value, being the premium received.
Subsequent to initial recognition, the Group's liability under each guarantee is measured at the higher of the amount initially recognised
less, where appropriate, cumulative amortisation recognised in profit or loss, and the best estimate of expenditure required to settle any
financial obligation arising as a result of the guarantee.
Any increase in the liability relating to financial guarantees is recognised in the profit or loss. The premium received is recognised in profit
or loss on a straight line basis over the life of the guarantee, or in full, depending on the conditions attached to the guarantee.
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ANNUAL REPORT
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SIGNIFICANT ACCOUNTING POLICIES (continued)
REVENUE RECOGNITION
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably
measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or
receivable, taking into account contractually defined terms of payment and excluding taxes or duty. The specific recognition criteria
described below must also be met before revenue is recognised.
INTEREST INCOME
For all financial instruments measured at amortised cost and financial instruments designated at fair value through profit or loss, interest
income or expense is recorded using the effective interest rate (EIR), which is the rate that exactly discounts the estimated future cash
payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying
amount of the financial asset or liability.
Interest income includes income arising out of the banking activities of lending and investing.
INTEREST EXPENSE
Interest expense arises from deposit taking. The expense is recognised in profit or loss as it accrues, taking into account the effective
interest cost of the liability.
NON-INTEREST INCOME
Other income comprises of income such as revenue derived from service fees, commission, facility arrangement fees, bad debts
recoveries and profit/losses on disposals of property and equipment. Commission income is brought to account on an accrual basis and
bad debts recoveries on a receipt basis. Service fee income is recognised on settlement date, or where determinable, by stage of
completion. Arrangement fee income is deferred and recognised over the tenure of the facility.
EMPLOYEE BENEFITS
Retirement benefits are provided for the Group's employees through a defined contribution plan and the National Social Security
Authority Scheme.
Defined Contribution Plan
Obligations for contribution to the defined contribution pension plan are recognised as an expense in profit or loss as they are incurred.
National Social Security Authority Scheme
The cost of retirement benefits applicable to the National Social Security Authority, which commenced operations on 1 October 1994 is
determined by the systematic recognition of legislated contributions.
Short term employee benefits/and share based payments
Short term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid
if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the
obligation can be estimated reliably.
Share based payments
The Group issues share options to certain employees in terms of the Employee Share Option Scheme which is an equity settled share-
based payment scheme. Share options are measured at fair value of the equity instruments at the grant date. The fair value determined
at the grant date of the options is expensed over the vesting period, based on the Group's estimate of shares that will eventually vest. Fair
value is measured using the Black-Scholes option pricing model. The expected life used in the model is adjusted, based on
management's best estimate, for the effects of non-transferability, exercise restrictions and other behavioural considerations.
INVENTORY
Inventory is accounted for at weighted average cost.
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ANNUAL REPORT
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SIGNIFICANT ACCOUNTING POLICIES (continued)
PROVISIONS
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, and it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of
the amount of the obligation. The expense relating to any provision is presented in profit or loss net of any reimbursements.
SHAREHOLDERS' FUNDS
Shareholders' funds refers to the total investment made by the shareholders to the Group and it consists of share capital, share premium,
share options reserve, retained earnings, redeemable ordinary shares and subordinated loans.
NON-CURRENT ASSETS HELD FOR SALE
Non-current assets or disposal groups are held for sale if their carrying amount will be recovered principally through a sale transaction
rather than through continuing use. These are measured at the lower of the carrying amount and fair value less costs to sell and they are
not depreciated. If the non-current asset or disposal group is scoped out of IFRS 5: Non-current assets held for sale and discontinued
operations then the measurement principles of the relevant standard apply,. Non-current assets are valued by independent professional
valuers.
GOVERNMENT BONDS
The Bank currently holds Treasury Bills and Reserve Bank of Zimbabwe Bonds which are valued at cost as there is currently no market
information to facilitate application of the fair value principles.
32
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2014
1. REPORTING ENTITY
The holding company is incorporated and domiciled in Zimbabwe and is an investment holding company. Its registered office is 64
Kwame Nkrumah Avenue, Harare. Its principal operating subsidiary is engaged in banking and other companies hold investments.
2. ACCOUNTING CONVENTION
Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and have been
prepared in compliance with the provisions of the Companies Act (Chapter 24:03) and the Banking Act (Chapter 24:20).
The financial statements were approved by the Board of Directors.
2.1 Basis of preparation
The financial statements have been prepared under the historical cost convention except for quoted and other investments, investment
properties, non-current assets held for sale and financial instruments which are carried at fair value and land and buildings which are
stated at revalued amount. These consolidated financial statements are reported in United States of America dollars and rounded to the
nearest dollar.
2.2 Comparative financial information
The consolidated financial statements comprise consolidated statements of financial position, comprehensive income, changes in equity
and cash flows. The comparative consolidated statements of comprehensive income, changes in equity and cash flows are for twelve
months.
2.3 Use of estimates, judgements and assumptions
The preparation of the Group's consolidated financial statements requires management to make judgments, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may
differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised and in any future periods affected.
In the process of applying the Group's accounting policies, management has made the following judgements which have the most
significant effect on the amounts recognised in the consolidated financial statements:
2.3.1 Deferred tax
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 arising out of the initial recognition of assets or
liabilities and temporary differences on initial recognition of business combinations that affect neither accounting nor taxable profit are not
recognised. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of
assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. Differed income tax assets and liabilities are
measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and
tax laws) that have been enacted or substantively enacted at the reporting date.
In determining the amounts used for taxation purposes for assets purchased (in ZWD) prior to 1 January 2009 the directors referred to
applicable effective exchange rates at the date of acquisition of assets or incurring of liabilities. The Zimbabwe Revenue Authority
(ZIMRA), announced methods to be used to account for the deferred tax arising on assets purchased in ZWD. These methods require
the preparer to first estimate the equivalent USD value of those assets at the time of purchase. Since the measurement of transactions in
Zimbabwe dollars in the prior periods is affected by several economic variables such as mode of payment and hyperinflation this is an
area where the directors have had to apply their judgement and acknowledge there could be significant variations in the results achieved
depending on assumptions made.
33
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
2. ACCOUNTING CONVENTION (continued)
2.3.2 Land and buildings
The properties were valued by an independent professional valuer. The valuer applied the rental yield method to assess fair value of land
and buildings. The determined fair value of land and buildings is most sensitive to the estimated yield as well as the long term vacancy
rate. In addition, the property market is currently not stable due to liquidity constraints and hence comparable values are also not stable.
2.3.3 Intangible assets
Intangible assets are initially recognised at cost. Subsequently the assets are measured at cost less accumulated amortisation and any
accumulated impairment loss.
2.3.4
Investment properties
Investment property were valued by professional valuers. The professional valuers considered comparable market evidence of recent
sale transactions and those transactions where firm offers had been made but awaiting acceptance. In addition, the property market is
currently not stable due to liquidity constraints and hence comparable values are also not stable.
The directors exercised their judgement in determining the residual values of the other property and equipment which have been
determined as nil.
2.3.5 Non-current assets held for sale
Non-current assets or disposal group are held for sale if its carrying amount will be recovered principally through a sale transaction rather
than through continuing use. These are measured at the lower of carrying amount and fair value less costs to sell and they are not
depreciated.
Non-current assets were valued by professional valuers who considered comparable market evidence of recent sale transaction and
those transactions where firm offers had been made but waiting acceptance.
2.3.6 RBZ Forex Bond
RBZ Bond was valued at cost as there is no market information to facilitate the application of fair value principles. There is currently no
active market for these bonds.
2.3.7
Impairment losses on loans and advances
The Group reviews its individually significant loans and advances at each reporting date to assess whether an impairment loss should be
recorded in profit or loss. In particular, judgement by management is required in the estimation of the amount and timing of future cash
flows when determining the impairment loss. In estimating these cash flows, the Group makes judgements about the borrower's financial
situation and the net realisable value of collateral. These estimates are based on assumptions about a number of factors and actual
results may differ, resulting in future changes to the allowance. Loans and advances that have been assessed individually and found not
to be impaired and all individually insignificant loans and advances are then assessed collectively, in groups of assets with similar risk
characteristics, to determine whether provision should be made due to incurred loss events for which there is objective evidence but
whose effects are not yet evident. The collective assessment takes account of data from the loan portfolio (such as credit quality, levels of
arrears, credit utilisation, loan to collateral ratios etc.), concentrations of risks and economic data.
The impairment loss on loans and advances is disclosed in more detail under Significant Accounting Policies – identification
measurement of impairment.
2.3.8 Fair value adjustments on unquoted investments
Fair value adjustment of unquoted investments is established with reference to the net asset value and the earnings capacity of the
business. Valuations on the earnings basis is calculated as the sustainable earnings for the entity multiplied by discounted Price
Earnings Ratio of a quoted Company with similar operations in a similar environment.
The valuation of investment in unlisted companies has been carried in the statement of financial position of the Group based on the
audited net asset values of the investee companies.
34
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
2. ACCOUNTING CONVENTION (continued)
2.3.9 Going concern
The Directors have assessed the ability of the Group to continue operating as a going concern and believe that the preparation of these
financial statements on a going concern basis is still appropriate.
2. 4 CHANGES IN ACCOUNTING POLICY AND DISCLOSURES
2.4.1 STANDARDS, AMENDMENTS AND INTERPRETATIONS, EFFECTIVE ON OR AFTER 1 JANUARY 2015
The following standards, amendments and interpretations are effective for accounting periods beginning on or after 1 January 2015 and
are relevant to the Group.
Standard/Interpretation
IAS 27
Equity Method in Separate Financial Statements
IAS 1
Disclosure Initiative
IFRS 15 Revenue from contracts with customers
IFRS 9
Financial Instruments
(i) IAS 27 Equity Method in Separate Financial Statements
Effective date
periods beginning on
or after
1 January 2016
1 January 2016
1 January 2017
1 January 2018
The amendments in IAS 27 will allow an entity to apply the equity method in its separate financial statements to account for its
investments in subsidiaries, associates and joint ventures.
The amendments apply retrospectively for annual periods beginning on or after 1 January 2016 and the Group has decided not to early
adopt the amendments.
(ii) IAS 1 Disclosure Initiative
The amendments provide additional guidance on the application of materiality and aggregation when preparing financial statements.
The amendments apply for annual periods beginning on or after 1 January 2016.
(iii)IFRS 15 Revenue from contracts with customers
This standard replaces IAS 11; Construction Contracts, IAS 18; Revenue, IFRIC 13; Customer Loyalty Programmes, IFRIC 15;
Agreements for the Construction of Real Estate, IFRIC 18; Transfer of Assets from Customers and SIC-31; Revenue – Barter of
Transactions Involving Advertising Services.
The standard contains a single model that applies to contracts with customers and two approaches to recognising revenue: at a point in
time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when
revenue is recognised.
(iv)IFRS 9 Financial Instruments
The IASB issued the final IFRS 9 Financial Instruments Standard which replaces earlier version of IFRS 9. This standard will have a
significant impact on the Group, which will include changes in the measurement bases of the Group's financial assets to amortised cost,
fair value through other comprehensive income or fair value through profit or loss. Even though these measurement categories are
similar to IAS 39, the criteria for classification into these categories are significantly different. In addition, the IFRS 9 impairment model
has been changed from an “incurred loss” model from IAS 39 to an “expected credit loss” model, which is expected to increase the
provision for bad debts rec in the Group.
The standard is effective for annual periods beginning on or after 1 January 2018.
35
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
3. SEGMENT INFORMATION
For management purposes, the Group is organised into four operating segments based on products and services as follows:
Retail banking
- Individual customers deposits and consumer loans, overdrafts, credit card facilities and funds transfer
facilities.
Corporate banking
- Loans and other credit facilities and deposit and current accounts for corporate and institutional customers.
Treasury
- Money market investment, securities trading, accepting and discounting of instruments and foreign currency
trading.
International banking
- Handles the Group's foreign currency denominated banking business and manages relationships with
correspondent banks.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource
allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which in certain respects is
measured differently from operating profit or loss in the consolidated financial statements. Income taxes are managed on a Group basis
and are not allocated to operating segments.
Interest income is reported net as management primarily relies on net interest revenue as a performance measure, not the gross income
and expense.
Transfer prices between operating segments are on arm's length basis in a manner similar to transactions with third parties.
No revenue from transactions with a single external customer or counterparty amounted to 10% or more of the bank's total revenue in
2014 or 2013.
36
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
3. SEGMENT INFORMATION (continued)
The following table presents income and profit and certain asset and liability information regarding the Group's operating segments and
service units:
For the year ended 31 December 2014
Retail
Banking
US$
Corporate
Banking
US$
Treasury
US$
International
Banking
US$
Corporate
Finance Unallocated
US$
US$
Total
US$
21 813 485
19 173 640
3 940 624
1 755 909
986 037
408 758
48 078 453
(1 062 257 )
----------------
(3 955 105)
----------------
-
----------------
-
----------------
-
----------------
-
----------------
(5 017 362)
----------------
20 751 228
----------------
15 218 535
----------------
3 940 624
----------------
1 755 909
----------------
986 037
----------------
408 758
----------------
43 061 091
----------------
9 645 130
(2 766 971 )
----------------
6 878 159
----------------
18 806 056
(8 817 799)
----------------
9 988 257
----------------
2 118 193
(1 066 749)
----------------
1 051 444
----------------
-
-
----------------
-
----------------
156 389
-
----------------
156 389
----------------
346 693
-
----------------
346 693
----------------
31 072 461
(12 651 519)
----------------
18 420 942
----------------
12 168 355
367 584
-
1 755 909
829 688
-
15 121 536
Income
Third party
Impairment losses on
loans and advances
Net operating
income
Results
Interest income
Interest expense
Net interest income
Fee and commission
income
Depreciation of property
and equipment
874 507
150 236
51 713
49 100
28 152
745 339
1 899 047
Amortisation of intangible
assets
Segment profit/ (loss)
before tax
Income tax expense
Other comprehensive
income for the year
net of tax
Profit/(loss) for
the year
Assets and liabilities
Capital expenditure
Total assets
Total liabilities
-
-
-
-
-
337 118
337 118
2 265 727
-
(2 944 200)
-
2 030 053
-
167 485
-
514 387
-
3 92 070
(768 455)
2 425 522
(768 455)
-
----------------
-
----------------
-
----------------
-
----------------
-
----------------
10 180
----------------
10 180
----------------
2 265 727
=========
(2 944 200)
=========
2 030 053
=========
167 485
=========
514 387
=========
(366 205)
=========
1 667 247
=========
536 358
73 534 753
71 428 790
2 636
148 614 532
71 735 622
4 957
46 786 313
90 995 763
13 306
95 275
-
-
1 526 165
-
1 058 301
15 491 996
6 841 243
1 615 558
286 049 034
241 001 418
37
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
3. SEGMENT INFORMATION (continued)
The following table presents income and profit and certain asset and liability information regarding the Group's operating segments and
service units:
for the year ended 31 December 2013
Income
Third party
Impairment losses on
loans and advances
Net operating
income
Results
Interest income
Interest expense
Net interest income
Fee and commission
income
Depreciation of property
and equipment
Segment profit/ (loss)
before tax
Income tax credit
Profit/(loss) for
the year
Assets and liabilities
Capital expenditure
Total assets
Total liabilities
Retail
Banking
US$
Corporate
Banking
US$
Treasury
US$
International
Banking
US$
Corporate
Finance Unallocated
US$
US$
Total
US$
21 444 523
21 749 625
4 006 239
1 756 443
8 567
1 169 905
50 135 302
(658 002 )
----------------
(15 987 808)
----------------
-
----------------
-
----------------
-
----------------
-
----------------
(16 645 810)
----------------
20 786 521
----------------
5 761 817
----------------
4 006 239
----------------
1 756 443
----------------
8 567
----------------
1 169 905
----------------
33 489 492
----------------
7 363 929
(2 368 543 )
----------------
4 995 386
----------------
22 925 394
(9 120 151)
----------------
13 805 243
----------------
2 504 195
(1 517 811)
----------------
986 384
----------------
-
-
----------------
-
----------------
-
-
----------------
-
----------------
388 186
-
----------------
388 186
----------------
33 181 704
(13 006 505)
----------------
20 175 199
----------------
12 342 153
566 915
-
1 756 199
8 567
-
14 673 834
744 735
135 675
41 694
46 718
28 082
698 952
1 695 856
4 557 210
-
----------------
(11 415 432)
-
----------------
1 544 477
-
----------------
(111 864)
-
----------------
(533 329)
-
----------------
2 007 073
630 042
----------------
(3 951 865)
630 042
----------------
4 557 210
=========
(11 415 432)
=========
1 544 477
=========
(111 864)
=========
(533 329)
=========
2 637 115
=========
(3 321 823)
=========
1 058 456
54 124 890
72 525 463
133 532
144 209 819
77 182 723
132 113
41 326 313
61 092 072
12 027
121 897
-
2 763
68 854
-
1 338 346
19 631 339
5 241 451
2 677 237
259 483 112
216 041 709
38
NOTES TO THE FINANCIAL STATEMENTS (continued)
ANNUAL REPORT
2 0 1 4
4.
INTEREST INCOME
Loans and advances to banks
Loans and advances to customers
Investment securities
Other
5.
INTEREST EXPENSE
Due to banks
Due to customers
Other borrowed funds
GROUP
COMPANY
2014
US$
1 908 075
28 879 078
210 321
74 987
----------------
31 072 461
=========
2013
US$
2 252 247
30 615 147
251 949
62 361
----------------
33 181 704
=========
2014
US$
-
-
-
1
----------------
1
=========
2014
US$
4 144 427
8 029 421
477 671
----------------
12 651 519
=========
2013
US$
-
-
-
1
----------------
1
=========
GROUP
2013
US$
4 637 619
7 960 563
408 323
----------------
13 006 505
=========
6. FEE AND COMMISSION INCOME, NON-INTEREST INCOME, NET FOREIGN EXCHANGE GAINS AND OTHER
COMPREHENSIVE INCOME
6.1 Fee and Commission income
Retail banking customer fees
Corporate banking credit related fees
Financial guarantee income
International banking commissions
Corporate finance fees
GROUP
COMPANY
2014
US$
12 168 355
227 064
140 520
1 755 909
829 688
----------------
15 121 536
=========
2013
US$
12 342 153
358 712
208 203
1 756 199
8 567
----------------
14 673 834
=========
2014
US$
-
-
-
-
-
----------------
-
=========
2013
US$
-
-
-
-
-
----------------
-
=========
6.2 Non - interest income
GROUP
COMPANY
Quoted and other investments fair value adjustments
Profit on disposal of property and equipment
Fair value adjustment on investment properties
Profit on disposal on non-current assets held for sale
Fair value adjustment on non-current assets held for sale
Other operating income
6.3 Net foreign exchange gains
Net foreign exchange gains
2014
US$
(13 372)
6 274
37 800
-
3 000
28 323
----------------
62 025
=========
2013
US$
9 892
30 022
595 450
1 500
21 000
119 856
----------------
777 720
=========
2014
US$
(6 559)
-
-
-
-
437 249
----------------
430 690
=========
2013
US$
(10 801)
-
-
-
-
730 638
----------------
719 837
=========
GROUP
2014
US$
1 822 432
=========
2013
US$
1 502 044
=========
Net foreign exchange income includes gains and losses from spot and forward contracts.
39
NOTES TO THE FINANCIAL STATEMENTS (continued)
6. FEE AND COMMISSION INCOME, NON-INTEREST INCOME, NET FOREIGN EXCHANGE GAINS AND OTHER
ANNUAL REPORT
2 0 1 4
COMPREHENSIVE INCOME (continued)
6.4 Other comprehensive income
Gross revaluation adjustment on land and buildings
Tax effect
Net revaluation adjustment
7. OPERATING EXPENDITURE
The operating profit is after charging the following:-
Administration costs
Audit fees:
Current year
Prior year
Impairment reversal on land and buildings
Amortisation of intangible assets
Depreciation
Directors' remuneration
- Fees for services as directors
- Other emoluments
Staff costs - salaries, allowances and related costs
- termination benefits
8. TAXATION
8.1 Income tax expense/(credit)
Current tax
Aids levy
Capital gains tax
Deferred tax
8.2 Reconciliation of income tax charge/(credit)
Based on results for the period at a rate of 25.75%
Arising due to:
Income not subject to tax
Non-deductible expenses
Tax rate differential on capital gains
Capital gains tax
2014
US$
13 710
(3 530)
----------------
10 180
=========
2013
US$
-
-
----------------
-
=========
GROUP
2014
US$
2013
US$
2014
US$
11 798 556
11 496 337
74 014
140 433
(46 900)
337 118
1 899 047
996 571
77 337
128 938
(4 803)
130 716
1 695 856
1 892 296
316 255
680 316
105 190
1 787 106
-
-
-
-
-
-
-
-
-
COMPANY
2013
US$
16 285
-
-
-
-
-
-
-
-
11 699 514
1 085 698
----------------
27 984 051
=========
9 816 079
-
----------------
25 232 756
=========
433 080
-
----------------
433 080
=========
675 217
-
----------------
691 502
=========
GROUP
COMPANY
2014
US$
703 432
21 103
8 500
35 420
----------------
768 455
=========
2013
US$
533 722
14 610
264 574
(1 442 948)
----------------
(630 042)
=========
2014
US$
5 796
174
6 750
(10 375)
----------------
2 345
=========
2013
US$
84 865
2 546
262 599
21 000
----------------
371 010
=========
GROUP
2014
US$
624 572
2013
US$
(1 017 605)
COMPANY
2014
US$
(615)
2013
US$
348 300
(28 871)
213 715
(49 461)
8 500
----------------
768 455
=========
(240 965)
542 108
(178 154)
264 574
----------------
(630 042)
=========
(3 734)
3 678
(3 734)
6 750
----------------
2 345
=========
(146 604)
8 962
(102 247)
262 599
----------------
371 010
=========
40
NOTES TO THE FINANCIAL STATEMENTS (continued)
8. TAXATION (continued)
8.3 Total taxation charge/(credit) analysed by company
GROUP
COMPANY
ANNUAL REPORT
2 0 1 4
Stewart Holdings (Private) Limited
NMB Bank Limited
NMBZ Holdings Limited
8.4 Current tax assets (income tax and aids levy)
At 1 January
Charge for the year
Payments during the year
9. EARNINGS PER SHARE
2014
US$
(1 112)
767 222
2 345
----------------
768 455
=========
2013
US$
1 365
(973 175)
341 768
----------------
(630 042)
=========
2014
US$
-
-
2 345
----------------
2 345
=========
2013
US$
-
-
371 010
----------------
371 010
=========
GROUP
COMPANY
2014
US$
(1 739 210)
733 035
(430 799)
----------------
(1 436 974)
=========
2013
US$
588 965
812 906
(3 141 081)
----------------
(1 739 210)
=========
2014
US$
(91 722)
12 720
(6 750)
----------------
(85 752)
=========
2013
US$
(179 133)
350 010
(262 599)
----------------
(91 722)
=========
Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of NMBZ Holdings Limited
by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the profit attributable to ordinary equity holders of NMBZ Holdings Limited adjusted
for the after tax effect of: (a) any dividends or other items related to dilutive potential ordinary shares deducted in arriving at profit or loss
attributable to ordinary equity holders of the parent entity; (b) any interest recognised in the period related to dilute potential ordinary
shares; (c) any other changes in income or expense that would result from the conversion of the dilutive potential ordinary shares; by the
weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that
would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
9.1 Earnings/(loss)
Attributable earnings/(loss)
9.2 Number of shares
Weighted average shares in issue
Diluted weighted average number of shares
Number of shares at beginning of period
Shares issued
Redeemable ordinary shares issued – private placement
Shares issued on consolidation
Effect of dilution:
Share options granted but not issued
Share options approved but not granted
9.3 Earnings/(loss) per share (US cents)
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
41
2014
US$
1 667 247
=========
2013
US$
(3 321 823)
=========
2014
2013
384 427 351
332 569 065
384 427 351
385 501 688
384 427 351
-
-
-
280 710 729
103 716 622
103 714 287
2 335
4 128 434
23 942 639
----------------
412 498 424
=========
907 200
167 087
----------------
385 501 638
=========
2014
0.43
0.40
2013
(1.00)
(0.86)
NOTES TO THE FINANCIAL STATEMENTS (continued)
ANNUAL REPORT
2 0 1 4
10.SHARE CAPITAL
10.1 Authorised
Ordinary shares of US$0.00028 each
10.2
Issued and fully paid
10.2.1 Ordinary shares
10.2.2 Redeemable ordinary shares
At 1 January
Shares issued (note 13)
2014
Shares
million
GROUP AND COMPANY
2014
US$
2013
Shares
million
2013
US$
600
=========
600
=========
168 000
=========
168 000
=========
GROUP AND COMPANY
31 Dec
2014
US$
31 Dec
2013
US$
31 Dec
2014
Shares
million
281
----------------
281
=========
31 Dec
2014
Shares
million
104
-
----------------
104
=========
31 Dec
2013
Shares
million
281
----------------
281
=========
31 Dec
2013
Shares
million
-
104
----------------
104
=========
78 598
----------------
78 598
=========
78 598
----------------
78 598
=========
GROUP AND COMPANY
31 Dec
2014
US$
31 Dec
2013
US$
29 040
-
----------------
29 040
=========
-
29 040
----------------
29 040
=========
Of the unissued ordinary shares of 215 million shares (2013– 215 million), options which may be granted in terms of the NMBZ 2005
Employee Share Option Scheme (ESOS) amounted to nil (2013 – nil) and the opening balance of 907 200 share options which had been
issued but had not been exercised expired on 7 January 2014.
Share options which may be granted in terms of the 2012 ESOS amount to 28 071 073 and as at 31 December 2014; 4 128 434 share
options had been allocated from the Scheme.
Subject to the provisions of section 183 of the Companies Act (Chapter 24:03), the unissued shares are under the control of the directors.
11.CAPITAL RESERVES
Share premium
Share option reserve
Regulatory
Total capital reserve
11.1 Nature and purpose of reserves
11.1.1 Share premium
GROUP
COMPANY
31 Dec
2014
15 737 548
62 563
3 293 699
----------------
19 093 810
=========
31 Dec
2013
15 737 548
45 671
2 154 252
----------------
17 937 471
=========
31 Dec
2014
15 737 548
62 563
-
----------------
15 800 111
=========
31 Dec
2013
15 737 548
45 671
-
----------------
15 783 219
=========
This reserve represents the excess amount paid for the shares over and above the nominal value of the shares.
11.1.2 Share option reserve
The share option reserve is used to recognise the value of equity settled share based payment ransactions provided to employees,
including key management personnel, as part of their remuneration. Refer to note 38.3 for further details of these plans.
42
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
11. CAPITAL RESERVES (continued)
11.1.3 Regulatory reserve
This reserve represents the excess of the Banking Regulations allowance for impairment losses on loans and advances amount
compared to the IAS 39 allowance for impairment losses on loan and advances.
12.RETAINED EARNINGS
Analysis of retained profit by company
GROUP
COMPANY
NMBZ Holdings Limited
NMB Bank Limited
Stewart Holdings (Private) Limited
Total
13.REDEEMABLE ORDINARY SHARES
Balance at 1 January
Redeemable ordinary share capital (note 10.2.2)
Share premium
31 Dec
2014
748 260
9 346 447
37 284
----------------
10 131 991
=========
31 Dec
2013
752 994
8 802 981
48 216
----------------
9 604 191
=========
31 Dec
2014
748 260
-
-
----------------
748 260
=========
31 Dec
2014
US$
14 335 253
-
-
----------------
14 335 253
=========
31 Dec
2013
752 994
-
-
----------------
752 994
=========
31 Dec
2013
US$
-
29 040
14 306 213
----------------
14 335 253
=========
On 30 June 2013 the Company received US$14 831 145 capital from Nederlandse Financierings-Maatschappij Voor
Ontiwikkelingslanden N.V. (FMO), Norwegian Investment Fund for Developing Countries (Norfund) and AfricInvest Financial Sector
Holdings (AfricInvest) who were allocated 34 571 429 shares each (total 103 714 287) for individually investing US$4 943 715. This
amount, net of share issue expenses, was used to recapitalise the Bank in order to contribute towards the minimum capital requirements
set by the Reserve Bank of Zimbabwe of US$100 million by 31 December 2020.
NMBZ Holdings Limited (NMBZ) entered into a share buy-back agreement with Norfund, FMO and AfricInvest, where these three
strategic investors have a right on their own discretion at any time after the 5th anniversary but before the 9th anniversary of its first
subscription date, to request NMBZ to buy back all or part of its NMBZ shares at a price to be determined using the agreed terms as
entailed in the share buy-back agreement. It is a condition precedent that at any point when the share buy-back is being considered, the
proceeds used to finance the buy-back should come from the distributable reserves which are over and above the minimum regulatory
capital requirements. Further, no buy-back option can be exercised by any investor after the 9th anniversary of the effective date.
The share buy-back agreement creates a potential obligation for NMBZ Holdings Limited to purchase its own instruments. The shares
issued gave rise to a potential financial liability and are classified as redeemable ordinary shares.
43
NOTES TO THE FINANCIAL STATEMENTS (continued)
14.SUBORDINATED LOAN
Balance at 1 January
Subordinated loan issued
Interest capitalised
Interest paid
ANNUAL REPORT
2 0 1 4
GROUP
2014
US$
1 485 890
-
140 487
(218 413)
----------------
1 407 964
=========
2013
US$
-
1 400 000
85 890
-
----------------
1 485 890
=========
In 2013, the Bank received a subordinated loan amounting to US$1.4 million from Norfund which attracts an interest rate of LIBOR plus
10% and has a seven year maturity date from the first disbursement date.
The above liability would, in the event of the winding up of the issuer, be subordinated to the claims of depositors and all other creditors of
the issuer. The Group has not had any defaults on the principal and interest with respect to this subordinated loan during the year ended
31 December 2014. However, there was a breach regarding the cost to income ratio which stood at 78.9% instead of the 70% limit as at
31 December 2014.
15.TOTAL SHAREHOLDERS' FUNDS
Shareholders' funds
GROUP
COMPANY
2014
US$
45 047 616
----------------
45 047 616
=========
2013
US$
43 441 403
----------------
43 441 403
=========
2014
US$
30 962 222
----------------
30 962 222
=========
2013
US$
30 950 064
----------------
30 950 064
=========
Shareholders' funds refer to the total investments made by the shareholders into the Group and it consists of share capital (refer to Note
10), capital and reserves (refer to Note 11), retained earnings (refer to Note12), redeemable ordinary shares (refer to Note 13) and the
subordinated loan (refer to Note 14).
16.DEPOSITS AND OTHER LIABILITIES
16.1 Deposits and other liabilities by type
GROUP
COMPANY
Deposits from banks and other financial institutions**
Current and deposit accounts from customers*
Total deposits
Trade and other payables*
2014
US$
59 739 033
175 623 644
----------------
235 362 677
5 638 741
----------------
241 001 418
=========
2013
US$
52 338 708
158 876 358
----------------
211 215 066
4 826 643
----------------
216 041 709
=========
2014
US$
-
-
----------------
-
656 572
----------------
656 572
=========
2013
US$
-
-
----------------
-
784 819
----------------
784 819
=========
* The carrying amounts of Trade and other payables approximate the related fair value due to their short term nature.
**
Included in deposits from banks and other financial institutions is a loan of US$3 915 269 due to Nederlandse Financierings-
Maatschappij Voor Ontiwikkelingslanden N.V. (FMO). The Group has not had any defaults on the principal and interest with respect
to this loan during the year ended 31 December 2014. There was a breach on the cost to income ratio that stood at 78.9% instead of
the 70% limit as at 31 December 2014. The Bank requested for a waiver on the non-compliance ratio as at 31 December 2014 and
the waiver was granted and received on 6 March 2015.
44
NOTES TO THE FINANCIAL STATEMENTS (continued)
16. DEPOSITS AND OTHER LIABILITIES (continued)
16.2 Maturity analysis
Less than 1 month
1 to 3 months
3 to 6 months
6 months to 1 year
1 to 5 years
Over 5 years
ANNUAL REPORT
2 0 1 4
GROUP
2014
US$
172 324 494
32 017 300
4 887 371
8 890 799
17 242 713
-
----------------
235 362 677
=========
2013
US$
160 919 521
28 819 465
2 163 310
1 697 507
17 615 263
-
----------------
211 215 066
=========
16.3 Sectoral analysis of deposits
GROUP
Agriculture
Banks and other financial institutions
Distribution
Individuals
Manufacturing
Mining companies
Municipalities and parastatals
Other deposits
Services
Transport and telecommunications companies
17.FINANCIAL INSTRUMENTS
17.1
Investment securities held to maturity
Government and public sector
Securities – RBZ Bonds
2014
US$
4 706 661
59 739 033
21 893 891
31 127 616
28 354 313
4 125 974
10 367 121
30 124 932
38 488 209
6 434 927
----------------
235 362 677
=========
%
2
25
9
13
12
2
5
13
16
3
-----
100
===
2013
US$
9 731 279
52 338 708
21 091 778
28 425 938
26 723 790
3 035 997
10 509 776
20 727 019
32 933 385
5 697 396
----------------
211 215 066
=========
%
4
25
10
13
13
1
5
10
16
3
-----
100
===
Cost
2014
US$
Cost
2013
US$
3 874 525
=========
4 685 471
=========
The RBZ Bond is valued at cost as there is currently no market information to facilitate application of fair value principles.
17.2 Maturity analysis of investment securities held to maturity
Less than 1 month
1 to 3 months
3 to 6 months
6 months to 1 year
1 year to 5 years
Over 5 years
2014
US$
-
-
2 582 519
1 292 006
-
-
----------------
3 874 525
=========
2013
US$
-
-
2 424 461
969 004
1 292 006
-
----------------
4 685 471
=========
17.3 Fair values of financial instruments
The fair values of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or dealer
price quotations. For all other financial instruments, the Group determines fair values using other valuation techniques.
For financial instruments that trade infrequently and have little price transparency, fair value is less objective, and requires varying
degrees of judgement depending on liquidity, concentration, uncertainty of market factors, pricing assumptions and other risks affecting
the specific instrument.
45
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
17. FINANCIAL INSTRUMENTS (continued)
Valuation models
The Group measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the
measurements.
inputs that are quoted market prices (unadjusted) in active markets for identical instruments.
! Level 1:
! Level 2:
inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e.
derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments;
quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all
significant inputs are directly or indirectly observable from market data.
! Level 3:
inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs not
based on observable data and the unobservable inputs have a significant effect on the instrument's valuation. This category includes
instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or
assumptions are required to reflect differences between the instruments.
The objective of valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to sell the asset
or paid to transfer the liability in an orderly transaction between market participants at the measurement date.
17.3.1 Financial instruments measured at fair value – fair value hierarchy
Trade investments
Quoted investments
GROUP
31 Dec
2014
US$
81 390
127 291
----------------
208 681
=========
Level 1
US$
-
127 291
----------------
127 291
=========
Level 2
US$
-
-
----------------
-
=========
Level 3
US$
81 390
-
----------------
81 390
=========
During the reporting period ended 31 December 2014, there were no transfers between Level 1 and Level 2 fair value measurements,
and no transfers into and out of Level 3 fair value measurements.The trade investments were valued using the net asset value method.
Trade investments
Quoted investments
GROUP
31 Dec
2013
US$
190 148
145 850
----------------
335 998
=========
Level 1
US$
-
145 850
----------------
145 850
=========
Level 2
US$
-
-
----------------
-
=========
Level 3
US$
190 148
-
----------------
190 148
=========
During the reporting period ended 31 December 2013, there were no transfers between Level 1 and Level 2 fair value measurements,
and no transfers into and out of Level 3 fair value measurements.
Level 3 fair value measurements
Reconciliation
31 December 2014
Trade investments
Balance at 1 January
Total loss in profit or loss
Disposal of investment
Balance at 31 December
46
GROUP
US$
190 148
5 188
(113 946)
----------------
81 390
=========
NOTES TO THE FINANCIAL STATEMENTS (continued)
17. FINANCIAL INSTRUMENTS (continued)
31 December 2013
Trade investments
Balance at 1 January
Total loss in profit or loss
Balance at 31 December
ANNUAL REPORT
2 0 1 4
US$
195 790
(5 642)
----------------
190 148
=========
17.3.2 Financial instruments not measured at fair value
The below table sets out the fair values of financial instruments not measured at fair value and analyses them by the level in the fair value
hierarchy into which each fair value measurement is categorised:
31 December 2014
Assets
Cash and cash equivalents
Advances and other assets
Investment in debentures
Investment securities held to maturity
Total
Liabilities
Deposits and other liabilities
31 December 2013
Assets
Cash and cash equivalents
Advances and other assets
Investment in debentures
Investment securities held to maturity
Total
Liabilities
Deposits and other liabilities
Level 1
US$
-
-
-
-
----------------
-
=========
Level 2
US$
54 750 561
203 363 054
4 614 047
-
----------------
262 727 662
=========
GROUP
Total carrying
Level 3
US$
-
-
-
3 874 525
----------------
3 874 525
=========
amount
US$
54 750 561
203 363 054
4 614 047
3 874 525
----------------
266 602 187
=========
-
----------------
-
=========
241 001 418
----------------
241 001 418
=========
-
----------------
-
=========
241 001 418
----------------
241 001 418
=========
Level 1
US$
-
-
-
-
----------------
-
=========
Level 2
US$
48 871 983
181 316 271
3 984 723
-
----------------
234 172 977
=========
GROUP
Total carrying
Level 3
US$
-
-
-
4 685 781
----------------
4 685 781
=========
amount
US$
48 871 983
181 316 271
3 984 723
4 685 781
----------------
238 858 758
=========
-
----------------
-
=========
216 041 709
----------------
216 041 709
=========
-
----------------
-
=========
216 041 709
----------------
216 041 709
=========
The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to
estimate the fair values:
! The fair values of cash and cash equivalents, advances and other assets and deposits and other liabilities carrying amounts
approximate their fair values largely due to the short – term maturities of these instruments.
! Fair value of financial assets and liabilities at fair value through profit or loss is derived from quoted market prices in active markets. If
quoted market prices are not available the fair value is estimated using pricing models or discounted cash flow techniques.
47
NOTES TO THE FINANCIAL STATEMENTS (continued)
18.INVESTMENT IN DEBENTURES
Debentures
Provision for impairment
ANNUAL REPORT
2 0 1 4
GROUP
2014
US$
4 787 074
(173 027)
----------------
4 614 047
=========
2013
US$
4 787 074
(802 351)
----------------
3 984 723
=========
During the period under review, the Group held debentures with a carrying amount of US$4 614 047 with a maturity period of 5 years. The
debentures are at an interest rate of 10% per annum. The Bank has an option to convert the debentures to equity or redeem the
debentures at par on or before the maturity date of 9 March 2018.
19.DEFERRED TAX
Allowance for impairment losses on loans and advances
Quoted and other investments
Trade investments
Non-current assets held for sale
Investment properties
Property and equipment
Marking to market adjustments - IAS 39
Unrealised foreign exchange gains
Suspended interest
Deferred income
Assessed losses
Provision for share based payments
Closing deferred tax (asset)/liability
Deferred tax (asset)/liability at the beginning of the year
Current year charge/(credit)
Income tax (note 8.1)
Relating to other comprehensive income (note 6.4)
GROUP
COMPANY
2014
US$
(3 058 971)
10 434
-
113 365
222 699
534 901
(46 451)
215 616
(610 275)
(156 499)
(5 063)
(4 350)
----------------
(2 784 594)
(2 823 544)
----------------
38 950
35 420
3 530
2013
US$
(3 008 939)
11 106
5 697
115 165
257 081
432 934
(51 225)
65 951
(243 061)
(405 463)
(2 790)
-
----------------
(2 823 544)
1 380 596
----------------
(1 442 948)
(1 442 948)
-
2014
US$
821
-
-
-
-
-
-
-
-
-
-
(4 350)
----------------
(3 529)
6 846
----------------
10 375
10 375
-
2013
US$
-
1 149
5 697
-
-
-
-
-
-
-
-
-
----------------
6 846
14 154
----------------
21 000
21 000
-
20.CASH AND CASH EQUIVALENTS
GROUP
COMPANY
20.1 Balances with Reserve Bank of Zimbabwe
2014
US$
2013
US$
Balances with the Central Bank
11 408 222
13 480 628
2014
US$
-
2013
US$
-
20.2 Balances with other banks and cash
Current, nostro accounts and cash
Interbank placements
Interbank placements
15 842 339
27 500 000
----------------
54 750 561
=========
31 391 355
4 000 000
----------------
48 871 983
=========
53
-
----------------
53
=========
52
-
----------------
52
=========
48
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
21.LOANS, ADVANCES AND OTHER ASSETS
21.1 Total loans, advances and other assets
21.1.1 Advances
Fixed term loans
Local loans and overdrafts
Reclassification to debentures
Other assets
GROUP
COMPANY
2014
US$
21 889 534
182 413 594
----------------
204 303 128
(4 614 047)
3 673 971
----------------
203 363 052
=========
2013
US$
21 711 476
159 806 508
----------------
181 517 984
(3 984 723)
3 783 010
----------------
181 316 271
=========
2014
US$
-
-
----------------
-
-
7 389
----------------
7 389
=========
2013
US$
-
-
----------------
-
-
7 385
----------------
7 385
=========
21.1.2.Maturity analysis
GROUP
COMPANY
Less than 1 month
1 to 3 months
3 to 6 months
6 months to 1 year
1 to 5 years
Over 5 years
Total advances
Allowance for impairment losses on loans
and advances (note 21.3)
Provision for suspended interest
Reclassification to debentures
Other assets (note 21.5)
21.2 Sectoral analysis of utilisations
Agriculture and horticulture
Conglomerates
Distribution
Food & beverages
Individuals
Manufacturing
Mining
Services
2014
US$
131 810 553
24 022 035
1 747 453
3 881 236
56 002 042
-
----------------
217 463 319
(10 790 192)
(2 369 999)
----------------
204 303 128
(4 614 047)
3 673 971
----------------
203 363 052
=========
2014
US$
17 523 451
10 030 909
55 359 765
442 295
58 353 526
29 100 980
5 044 850
41 607 543
----------------
217 463 319
=========
2013
US$
118 711 869
18 082 940
3 826 276
2 869 815
51 286 898
-
----------------
194 777 798
(11 685 201)
(1 574 613)
----------------
181 517 984
(3 984 723)
3 783 010
----------------
181 316 271
=========
%
8
5
26
-
27
13
2
19
-----
100
===
2014
US$
-
-
-
-
-
-
----------------
-
-
-
----------------
-
-
7 389
----------------
7 389
=========
GROUP
2013
US$
11 208 448
9 190 491
46 458 831
480 502
46 499 825
36 880 202
1 584 085
42 475 414
----------------
194 777 798
=========
2013
US$
-
-
-
-
-
-
----------------
-
-
-
----------------
-
-
7 385
----------------
7 385
=========
%
6
4
24
-
24
19
1
22
-----
100
===
The material concentration of loans and advances are with individuals 27% (2013- 24%) and distribution sector at 26% (2013 – 24%).
49
NOTES TO THE FINANCIAL STATEMENTS (continued)
21. LOANS, ADVANCES AND OTHER ASSETS (continued)
21.3 Allowances for impairment losses on loans, advances and debentures
At 1 January
Recognised in profit or loss
Bad debts written off
At 31 December
Specific
US$
11 427 356
5 112 012
(5 912 371)
----------------
10 626 997
=========
2014
Portfolio
US$
257 845
(94 650)
-
----------------
163 195
=========
GROUP
Total
US$
11 685 201
5 017 362
(5 912 371)
----------------
10 790 192
=========
Specific
US$
7 164 064
16 493 700
(12 230 408)
-----------------
11 427 356
=========
21.4 Non-performing loans and advances
Total non-performing loans and advances
Allowance for impairment losses on loans and advances
Allowance for impairment losses on debentures (note 18)
Interest in suspense
Residue
ANNUAL REPORT
2 0 1 4
2013
Portfolio
US$
105 735
152 110
-
----------------
257 845
=========
Total
US$
7 269 799
16 645 810
(12 230 408)
----------------
11 685 201
=========
GROUP
2014
US$
38 581 699
(10 626 997)
173 027
(2 369 999)
----------------
25 757 730
=========
2013
US$
38 730 878
(11 427 356)
802 351
(1 574 613)
----------------
26 531 260
=========
The residue on these accounts represents recoverable portions covered by realisable security, which includes guarantees, cessation of
debtors, mortgages over residential properties, equities and promissory notes all fair valued at US$23 465 162 (2013-US$27 308 066).
21.5 Other assets
Service deposits
Prepayments and stocks
Other receivables
21.6 Loans to officers
Included in advances and other accounts (note 21.1) are loans to officers:-
At 1 January
Net additions during the year
Fair value adjustment
Balance at 31 December
GROUP
COMPANY
2014
US$
761 226
1 601 003
1 311 742
----------------
3 673 971
=========
2013
US$
698 460
1 668 244
1 416 306
----------------
3 783 010
=========
2014
US$
-
-
7 389
----------------
7 389
=========
2013
US$
-
-
7 385
----------------
7 385
=========
GROUP
2014
US$
2013
US$
2 513 143
802 917
----------------
3 316 060
(180 394)
----------------
3 135 666
=========
1 879 479
832 595
----------------
2 712 074
(198 931)
----------------
2 513 143
=========
Loans to officers are granted at a preferential rate of 6% per annum as part of their overall remuneration agreements.
50
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
21. LOANS, ADVANCES AND OTHER ASSETS (continued)
21.7 The terms and conditions applicable to advances are as follows:
Tenure
Interest rate
Overdraft
Payable on demand
Loan
Loan payable over a maximum period of
120 months (includes mortgage loans).
Penalty interest rate of ten percentage
points above loan rate up to a maximum
penalty rate of 32% per annum.
From 8% per annum up to a maximum of
22% per annum. Loans to employees and
executive directors are at a discounted
interest rate.
Bankers Acceptances
Loan payable over a minimum period of 30
days up to 90 days.
Average of 13% per annum.
22.NON-CURRENT ASSETS HELD FOR SALE
At 1 January 2013
Transfer from investment property
Disposals
Fair value adjustment
GROUP
COMPANY
2014
US$
2 303 300
-
(39 000)
3 000
----------------
2 267 300
=========
2013
US$
2 225 300
95 000
(38 000)
21 000
----------------
2 303 300
=========
2014
US$
-
-
-
-
----------------
-
=========
2013
US$
-
-
-
-
----------------
-
=========
The Group is in possession of land with a fair value of US$2 225 300 at year end. The Group entered into a sale agreement for this piece of
land in 2012. However, the execution and finalisation of the sale under this contract has been pending since 2012 due to unexpected
delays in obtaining certain regulatory approvals. The prospective buyer has reaffirmed their interest in finalising the sale transaction and
the Bank is positive the disposal will be finalised within the next twelve months after the reporting date. The disposal will improve the
Group's cashflows. The fair value adjustment on recognition as non-current asset held for sale is included under non-interest income
(note 6.2).
Measurement of fair value
Fair value hierarchy
The fair value of non-current assets held for sale was determined by independent professional valuers, PMA Real Estate (Private)
Limited. The valuation which conforms to International Valuation Standards, was in terms of the policy as set out in the accounting
policies section and was derived with reference to market information close to the date of the valuation. All non-current assets held for
sale are measured at their fair values.
The values were arrived at by applying weighted average rate of US$90 per square metre.
Level 2
The fair value of non-current assets held for sale of U$2 267 300 has been categorised under level 2 in the fair value hierarchy based on
the inputs used for the valuation technique highlighted above. (see note 2.4.5 use of judgement and estimates).
51
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
23.TRADE INVESTMENTS
Other
Directors' valuation
GROUP
COMPANY
2014
US$
81 390
----------------
81 390
=========
81 390
=========
2013
US$
190 148
----------------
190 148
=========
190 148
=========
2014
US$
-
----------------
-
=========
-
=========
2013
US$
113 946
----------------
113 946
=========
113 946
=========
Other investments represent equity investment in SWIFT. During the year the Group disposed its equity investment in Medical
Investments (Private) Limited for US$130 835 in order to concentrate on its core business. The trade investments were valued using the
net asset value method at 31 December 2014 (see note 17.3 on fair value measurement).
24.INVESTMENTS IN ASSOCIATE
Investment in Altiwave Investments (Private) Limited
The Bank has a 25.5 % interest in Altiwave Investments (Private) Limited which is the holding company of Lobels (Private) Limited. The
investment arose from a Scheme of Arrangement agreed to by Lobels Holdings (Private) Limited shareholders and creditors (banks,
suppliers and employees). Lobels Holdings (Private) Limited is in the bread and confectionery business.
Altiwave Investments (Private) Limited is a company that is not listed on any public exchange. The following table illustrates the
summarised unaudited financial information of Altiwave (Private) Limited.
Summary of associate's statement of financial position
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Share of associate's equity (25.5%)
Associate's revenue and profit
Revenue
Profit
Share of associate's profit (25.5%)
Reconcilliation of carrying amount
1 January
Increase in investment
Share of profit in associate
Allowance for impairment
GROUP
31 Dec
2014
15 974 685
14 361 606
(12 993 517)
(32 385 340)
----------------
(15 042 566)
=========
31 Dec
2013
7 867 222
15 487 433
(10 717 574)
(30 857 571)
----------------
(18 220 490)
=========
(3 835 854)
=========
4 646 225
=========
87 153 020
=========
5 348 411
=========
1 363 845
=========
64 753 584
=========
1 759 363
=========
448 638
=========
-
-
1 363 845
(1 363 845)
----------------
-
=========
-
510
448 638
(449 148)
----------------
-
=========
The investment in Altiwave Investments (Private) Limited has been fully impaired as the company had negative equity as at
31 December 2014.
52
NOTES TO THE FINANCIAL STATEMENTS (continued)
25.INVESTMENTS IN GROUP ENTITIES
25.1 Subsidiaries
Investments in subsidiaries:
- NMB Bank Limited
- Stewart Holdings Limited
25.2 Shareholding
ANNUAL REPORT
2 0 1 4
COMPANY
2014
US$
2013
US$
31 491 006
14 680
----------------
31 505 686
=========
31 491 006
14 680
----------------
31 505 686
=========
The subsidiaries and associates, all of which are registered in Zimbabwe, and the extent of the Group's beneficial interest therein and
their principal business activities are listed below:-
NMB Bank Limited
Brixtun (Private) Limited
NMB Fund Management (Private) Limited
Stewart Holdings (Private) Limited
Invariant (Private) Limited
Darksan (Private) Limited
Altiwave Investments (Private) Limited
2014
100% (Banking)
100% (Dormant)
100% (Dormant)
100% (Equity holding)
100% (Dormant)
100% (Dormant)
25.5% (Baking)
2013
100% (Banking)
100% (Dormant)
100% (Dormant)
100% (Equity Holdings)
100% (Dormant)
100% (Dormant)
25.5% (Baking)
The consolidated financial statements include the financial information of the subsidiaries and associates listed above.
26. QUOTED AND OTHER INVESTMENTS
Quoted investments
GROUP
COMPANY
2014
US$
127 291
=========
2013
US$
145 850
=========
2014
US$
16 385
=========
2013
US$
22 938
=========
The quoted investments comprise shares stated for year end purposes at the last trading date of 31 December 2014. As these
investments are trading on an active market they have been classified as level 1 in the fair value hierarchy.
27.INVESTMENT PROPERTIES
At 1 January
Improvements
Fair value adjustments
Transfer to non-current assets held for sale
At 31 December
GROUP
2014
US$
4 385 300
30 200
37 800
-
----------------
4 453 300
=========
2013
US$
3 115 300
769 550
595 450
(95 000)
----------------
4 385 300
=========
Investment properties comprise a commercial property and residential properties that are leased out to third parties and land held for
future development. All investment properties of the Group were not encumbered.
Measurement of fair value
Fair value hierarchy
The fair value of the Group's investment properties as at 31 December 2014 has been arrived at on the basis of valuations carried out by
independent professional valuers, PMA Real Estate (Private) Limited. The valuation which conforms to International Valuation
Standards, was in terms of the policy as set out in the accounting policies section and was derived with reference to market information
close to the date of the valuation.
53
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
27. INVESTMENT PROPERTIES (continued)
The values were arrived at by applying a weighted average market rate of US$34 per square metre. The commercial and residential
properties are leased out under operating lease to various tenants.
The Bank has no restrictions on the realisability of all investment properties and no contractual obligations to purchase, construct or
develop the investment properties or for repairs, maintenance and enhancements.
Rental income amounting to US$36 160 (2013 – US$47 618) was received and no operating expenses were incurred on the investment
properties in the current year due to the net leasing arrangement on the properties.
Level 2
The fair value for investment properties of US$2 659 300 has been categorised under level 2 in the fair value hierarchy based on the
inputs used for the valuation technique described below.
The following shows reconciliation between the opening and closing balances for level fair values:
At 1 January 2014
Improvements
Fair value adjustments
Balance at 31 December 2014
Level 3
US$
2 575 300
10 200
73 800
----------------
2 659 300
=========
The fair value for investment properties of US$1 794 000 has been categorised under level 3 in the fair value hierarchy based on the
inputs used for the valuation technique described below.
The following shows reconciliation between the opening and closing balances for level fair values:
At 1 January 2014
Improvements
Fair value adjustments
Balance at 31 December 2014
US$
1 810 000
20 000
(36 000)
----------------
1 794 000
=========
The values were arrived at by applying yield rates of 9.5% on rental values of between US$5 – US$7 per square metre. The properties are
leased out under operating lease to various tenants.
54
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
27. INVESTMENT PROPERTIES (continued)
Valuation technique and significant unobservable inputs
The following table shows the valuation technique used in measuring the fair value of investment properties, as well as the significant
unobservable inputs used.
Valuation technique
Significant unobservable inputs
Inter-relationship between key
unobservable inputs and fair value
measurement
! The
Investment Method was
applied on all income producing
properties. Market capitalisation
rates were derived from market
sales evidence and were
determined in consultation with
other investors and property
brokers in the market
.
! The Direct Comparison Method
was applied on all residential
properties, after PMA Real
E s t a t e ( P r i v a t e ) L i m i t e d
identified various properties that
have been sold or which were on
sale and situated in comparable
areas using the Main Space
Equivalent (MSE) principle. The
total (MSE) of comparable areas
was then used to determine the
value per square metre of (MSE).
The estimated fair value would increase/
(decrease) if:
!
expected market rental growth were
higher/ (lower);
void periods were shorter/(longer);
the occupancy rates were higher
/(lower);
the risk adjusted discount rates were
lower / (higher).
! Expected market rental growth
(weighted average -1%)
! Void period
(average 5 months after the end of each
lease)
! Occupancy rate (60-100%), weighted
average 95%)
! Risk adjusted discount rates
(9.5% - 11.5%, weighted average 9.5%
!
!
!
55
NOTES TO THE FINANCIAL STATEMENTS (continued)
ANNUAL REPORT
2 0 1 4
28.INTANGIBLE ASSETS
Cost
Balance at 1 January 2013
Reclassification from property, plant and equipment
Acquisitions
Balance at 1 January 2014
Acquisitions
Balance at 31 December 2014
Accumulated amortisation and impairment
Balance at 1 January 2013
Reclassification from property, plant and equipment
Amortisation for the year
Balance at 1 January 2014
Amortisation for the year
Balance at 31 December 2014
Carrying amount
At 31 December 2014
At 1 January 2014
At 1 January 2013
Work in
Progress
US$
Computer
Software
US$
Total
US$
-
740 615
1 170 868
----------------
1 911 483
623 482
----------------
2 534 965
----------------
-
740 615
1 170 868
----------------
1 911 483
414 809
----------------
2 326 292
----------------
-
116 398
130 716
----------------
247 114
-
116 398
130 716
----------------
247 114
337 118
----------------
584 232
=========
337 118
----------------
584 232
=========
-
-
-
----------------
-
208 673
----------------
208 673
----------------
-
-
-
----------------
-
-
----------------
-
=========
208 673
=========
-
=========
-
=========
1 742 060
=========
1 664 369
=========
-
=========
1 950 733
=========
1 664 369
=========
-
=========
The amortisation expense of intangible assets is included under operating expenditure (note 7).
56
NOTES TO THE FINANCIAL STATEMENTS (continued)
29.PROPERTY AND EQUIPMENT
ANNUAL REPORT
2 0 1 4
Capital work
in progress
Computers
US$
Motor
vehicles
US$
Furniture &
equipment
US$
-
-
-
-
-
----------------
-
101 375
-
-
----------------
101 375
=========
-
-
-
-
----------------
-
-
-
----------------
-
----------------
101 375
=========
-
=========
-
=========
2 696 533
340 606
-
(9 862)
(740 615)
----------------
2 286 662
319 048
-
(4)
----------------
2 605 706
=========
846 183
308 164
(8 637)
(116 398)
----------------
1 029 312
356 749
(6)
----------------
1 386 055
----------------
1 219 651
=========
1 257 350
=========
1 850 350
=========
3 322 357
682 969
-
(2 198)
-
----------------
4 003 128
392 366
-
(234 069)
----------------
4 161 425
=========
985 396
910 994
(1 966)
-
----------------
1 894 424
1 030 894
(52 754)
----------------
2 872 564
----------------
1 288 861
=========
2 108 704
=========
2 336 961
=========
2 484 201
459 413
-
(29 250)
-
----------------
2 914 364
179 287
-
(3)
----------------
3 093 648
=========
1 254 054
435 589
(25 092)
-
----------------
1 664 551
456 604
(1)
----------------
2 121 154
----------------
972 494
=========
1 249 813
=========
1 230 147
=========
Freehold
Land &
buildings
US$
2 815 724
23 381
4 803
-
-
----------------
2 843 908
-
60 610
-
----------------
2 904 518
=========
45 723
41 109
-
-
----------------
86 832
54 800
-
----------------
141 632
----------------
2 762 886
=========
2 757 076
=========
2 770 001
=========
Total
US$
11 318 815
1 506 369
4 803
(41 310)
(740 615)
----------------
12 048 062
992 076
60 610
(234 076)
----------------
12 866 672
=========
3 131 356
1 695 856
(35 695)
(116 398)
----------------
4 675 119
1 899 047
(52 761)
----------------
6 521 405
----------------
6 345 267
=========
7 372 943
=========
8 187 459
=========
Cost
At 1 January 2013
Additions
Revaluation gain
Disposals
Reclassification
At 1 January 2014
Additions
Revaluation gain
Disposals
At 31 December 2014
Accumulated depreciation
At 1 January 2013
Charge for the year
Disposals
Transfer to intangible assets
At 1 January 2014
Charge for the year
Disposals
At 31 December 2014
Carrying amount
At 31 December 2014
At 1 January 2014
At 1 January 2013
Measurement of fair value
Fair value hierarchy
Immovable properties were revalued as at 31 December 2014 on the basis of valuations carried out by independent professional valuers,
PMA Real Estate (Private) Limited. The valuation which conforms to International Valuation Standards, was in terms of the policy as set
out in the accounting policies section. All movable assets are measured at their carrying amounts which are arrived at by the application
of a depreciation charge on their cost values over the useful lives of the assets.
The valuation of land and buildings was arrived by applying yield rates of 9.5% on rental levels of between US$5 - US$7 per square metre.
The carrying cost less accumulated depreciation of the land and buildings had revaluations not been performed would be US$3 343 677
as at 31 December 2014 (2013 –US$3 419 586).
57
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
29. PROPERTY AND EQUIPMENT (continued)
Level 3
The fair value of immovable properties of US$2 762 886 has been categorised under level 3 in the fair value hierarchy based on the inputs
used for the valuation technique described below.
The following shows reconciliation between the opening and closing balances for level fair values:
At 1 January 2014
Additions
Revaluation gain
Depreciation
Balance at 31 December 2014
US$
2 757 076
-
60 610
(54 800)
----------------
2 762 886
=========
Valuation technique and significant unobservable inputs
The following table shows the valuation technique used in measuring the fair value of freehold land and buildings, as well as the
significant unobservable inputs used.
Valuation technique
Significant unobservable inputs
! Expected market rental growth
(weighted average -1%).
! Average market yield was 9%.
! The Direct Comparison Method
was applied on all properties,
after PMA Real Estate (Private)
Limited identified various
properties that have been sold or
which were on sale and situated
in comparable areas using the
Main Space Equivalent (MSE)
principle. The total (MSE) of
comparable areas was then used
to determine the value per
square metre of (MSE).
Inter-relationship between key
unobservable inputs and fair value
measurement
! The estimated fair value would
increase/(decrease)
the expected
market rental growth were higher/
(lower).
if
58
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
30.INTEREST RATE REPRICING AND GAP ANALYSIS
The table below analyses the Group's interest rate risk exposure on assets and liabilities. The financial assets and financial liabilities are
categorised by the earlier of contractual repricing or maturity dates.
30.1 Total position
At 31 December 2014
Assets
Cash and cash equivalents
Current tax assets
Investment securities held to maturity
Investment in debentures
Investments
Quoted and other investments
Loans, advances and other assets
Deferred tax
Non-current assets held for sale
Intangible assets
Property, plant and equipment
Investment properties
Liabilities and equity
Deposits and other liabilities
Redeemable ordinary shares
Equity
Subordinated loan
Interest rate repricing gap
Cumulative gap
Up to
1 month
US$
1 month
to 3 months
US$
3 months
to 1 year
US$
year to Non-interest
bearing
5 years
US$
US$
Total
US$
GROUP
54 750 561
-
-
-
-
118 823 390
-
-
-
-
-
----------------
173 573 951
----------------
172 324 494
-
-
-
----------------
172 324 494
----------------
1 249 457
----------------
1 249 457
=========
-
-
-
-
-
19 234 961
-
-
-
-
-
----------------
19 234 961
----------------
-
-
3 874 525
-
-
5 628 688
-
-
-
-
-
----------------
9 503 213
----------------
32 017 300
-
-
-
----------------
32 017 300
----------------
(12 782 339)
----------------
(11 532 882)
=========
13 778 170
-
-
-
----------------
13 778 170
----------------
(4 274 957)
----------------
(15 807 839)
=========
-
-
-
4 614 047
-
56 002 042
-
-
-
-
-
----------------
60 616 089
----------------
17 242 712
-
-
1 407 964
----------------
18 650 676
----------------
41 965 413
----------------
26 157 574
=========
-
1 436 974
-
-
208 681
3 673 971
2 784 594
2 267 300
1 950 733
6 345 267
4 453 300
----------------
23 120 820
----------------
5 638 742
14 335 253
29 304 399
-
----------------
49 278 394
----------------
(26 157 574)
----------------
-
=========
54 750 561
1 436 974
3 874 525
4 614 047
208 681
203 363 052
2 784 594
2 267 300
1 950 733
6 345 267
4 453 300
---------------
286 049 034
---------------
241 001 418
14 335 253
29 304 399
1 407 964
---------------
286 049 034
---------------
-
---------------
-
=========
59
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
30. INTEREST RATE REPRICING AND GAP ANALYSIS (continued)
The table below analyses the Group's interest rate risk exposure on assets and liabilities. The financial assets and financial liabilities are
categorised by the earlier of contractual repricing or maturity date.
At 31 December 2013
GROUP
Up to 1
month
US$
1 month
to 3 months
US$
3 months
to 1 year
US$
1 year to Non-interest
bearing
US$
5 years
US$
Total
US$
Assets
Cash and cash equivalents
Current tax assets
Investment securities held to maturity
Investment in debentures
Quoted and other investments
Loans, advances and other assets
Deferred tax
Non-current assets held for sale
Intangible assets
Property, plant and equipment
Investment properties
Liabilities and equity
Deposits and other liabilities
Redeemable ordinary shares
Equity
Subordinated loan
Interest rate repricing gap
Cumulative gap
48 871 983
-
-
-
-
106 254 406
-
-
-
-
-
----------------
155 126 389
----------------
-
-
-
-
-
18 082 940
-
-
-
-
-
----------------
18 082 940
----------------
-
-
3 393 465
-
-
6 696 091
-
-
-
-
-
----------------
10 089 556
----------------
160 919 521
-
-
-
----------------
160 919 521
----------------
(5 793 132)
----------------
(5 793 132)
=========
28 819 465
-
-
-
----------------
28 819 465
----------------
(10 736 525)
----------------
(16 529 657)
=========
3 860 817
-
-
-
----------------
3 860 817
----------------
6 228 739
----------------
(10 300 918)
=========
-
-
1 292 006
3 984 723
-
46 499 824
-
-
-
-
-
----------------
51 776 553
----------------
17 615 263
-
-
1 485 890
----------------
19 101 153
----------------
32 675 400
----------------
22 374 482
=========
-
1 739 210
-
-
335 998
3 783 010
2 823 544
2 303 300
1 664 369
7 372 943
4 385 300
----------------
24 407 674
----------------
4 826 643
14 335 253
27 620 260
-
----------------
46 782 156
----------------
(22 374 482)
----------------
-
=========
48 871 983
1 739 210
4 685 471
3 984 723
335 998
181 316 271
2 823 544
2 303 300
1 664 369
7 372 943
4 385 300
---------------
259 483 112
---------------
216 041 709
14 335 253
27 620 260
1 485 890
---------------
259 483 112
---------------
-
---------------
-
=========
60
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
31.INTEREST RATE REPRICING AND GAP ANALYSIS
The table below analyses the Group's interest rate risk exposure on assets and liabilities denominated in United States Dollars only. The
financial assets and liabilities are categorised by the earlier of contractual repricing or maturity dates.
31.1 United States dollar
At 31 December 2014
Assets
Cash and cash equivalents
Investment securities held to maturity
Investment in debentures
Quoted and other investments
Loans, advances and other assets
Non-current assets held for sale
Property, plant and equipment
Investment properties
Current tax assets
Deferred tax
Intangible assets
Liabilities and equity
Deposits and other liabilities
Subordinated term loan
Redeemable Ordinary shares
Equity
Interest rate repricing gap
Cumulative gap
Up to
1 month
US$
1 month
to 3 months
US$
3 months
to 1 year
US$
1 year to Non-interest
bearing
US$
5 years
US$
Total
US$
GROUP
53 208 157
-
-
-
118 542 586
-
-
-
-
-
-
----------------
171 750 743
----------------
170 924 080
-
-
-
----------------
170 924 080
----------------
826 663
----------------
826 663
=========
-
-
-
-
19 234 961
-
-
-
-
-
-
----------------
19 234 961
----------------
-
3 874 525
-
-
5 628 688
-
-
-
-
-
-
----------------
9 503 213
----------------
-
-
4 614 047
-
56 002 042
-
-
-
-
-
-
----------------
60 616 089
----------------
-
-
-
127 291
3 673 971
2 267 300
6 345 267
4 453 300
1 436 974
2 784 594
1 950 733
----------------
23 039 430
----------------
53 208 157
3 874 525
4 614 047
127 291
203 082 248
2 267 300
6 345 267
4 453 300
1 436 974
2 784 594
1 950 733
---------------
284 144 436
---------------
32 017 300
-
-
-
----------------
32 017 300
----------------
(12 782 339)
----------------
(11 955 676)
=========
13 778 170
-
-
-
----------------
13 778 170
----------------
(4 274 957)
----------------
(16 230 633)
=========
17 242 712
1 407 964
-
-
----------------
18 650 676
----------------
41 965 413
----------------
25 734 780
=========
5 638 742
-
14 335 253
29 304 399
----------------
49 278 394
----------------
(26 238 964)
----------------
(504 184)
=========
239 601 004
1 407 964
14 335 253
29 304 399
---------------
284 648 620
---------------
(504 184)
---------------
-
=========
61
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
31. INTEREST RATE REPRICING AND GAP ANALYSIS (continued)
The table below analyses the Group's interest rate risk exposure on assets and liabilities denominated in United States Dollars only.
The financial assets and liabilities are categorised by the earlier of contractual repricing or maturity dates.
At 31 December 2013
GROUP
Up to
1 month
US$
1 month
to 3 months
US$
3 months
to 1 year
US$
year to Non-interest
bearing
5 years
US$
US$
Total
US$
Assets
Cash and cash equivalents
Investment securities held to maturity
Investment in debentures
Quoted and other investments
Loans, advances and other assets
Non-current assets held for sale
Property, plant and equipment
Investment properties
Current tax assets
Deferred tax
Intangible assets
Liabilities and equity
Deposits and other liabilities
Subordinated term loan
Redeemable Ordinary shares
Equity
Interest rate repricing gap
Cumulative gap
45 502 565
-
-
-
105 979 379
-
-
-
-
-
-
----------------
151 481 944
----------------
-
-
-
-
18 082 940
-
-
-
-
-
-
----------------
18 082 940
----------------
-
3 393 465
-
-
6 696 091
-
-
-
-
-
-
----------------
10 089 556
----------------
-
1 292 006
3 984 723
-
46 499 824
-
-
-
-
-
-
----------------
51 776 553
----------------
-
-
-
259 796
3 783 010
2 303 300
7 372 943
4 385 300
1 739 210
2 823 544
1 664 369
----------------
24 331 472
----------------
45 502 565
4 685 471
3 984 723
259 796
181 041 244
2 303 300
7 372 943
4 385 300
1 739 210
2 823 544
1 664 369
---------------
255 762 465
---------------
156 542 459
-
-
-
----------------
156 542 459
----------------
(5 060 515)
----------------
(5 060 515)
=========
28 819 465
-
-
-
----------------
28 819 465
----------------
(10 736 525)
----------------
(15 797 040)
=========
3 860 817
-
-
-
----------------
3 860 817
----------------
6 228 739
----------------
(9 568 301)
=========
17 615 263
1 485 890
-
-
----------------
19 101 153
----------------
32 675 400
----------------
23 107 099
=========
4 826 643
-
14 335 253
27 620 260
----------------
46 782 156
----------------
(22 450 684)
----------------
656 415
=========
211 664 647
1 485 890
14 335 253
27 620 260
---------------
255 106 050
---------------
656 415
---------------
-
=========
62
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
32.INTEREST RATE REPRICING AND GAP ANALYSIS
The table below analyses the Group's interest rate risk exposure on assets and liabilities denominated in currencies other than United
States Dollars. The amounts are shown at the equivalent values in United States Dollars, the presentation currency. The financial assets
and liabilities are categorised by the earlier of contractual repricing or maturity dates.
32.1 Other foreign currencies
At 31 December 2014
Assets
Cash and cash equivalents
Investment securities held to maturity
Loans, advances and other assets
Liabilities and equity
Deposits and other liabilities
Interest rate repricing gap
Cumulative gap
Up to
1 month
US$
1 month
to 3 months
US$
3 months
to 1 year
US$
year to Non-interest
bearing
5 years
US$
US$
Total
US$
GROUP
1 542 404
-
280 804
----------------
1 823 208
----------------
-
-
-
----------------
-
----------------
-
-
-
----------------
-
----------------
-
-
-
----------------
-
----------------
-
81 390
-
----------------
81 390
----------------
1 542 404
81 390
280 804
---------------
1 904 598
---------------
1 400 414
----------------
1 400 414
----------------
422 794
----------------
422 794
=========
-
----------------
-
----------------
-
----------------
422 794
=========
-
----------------
-
----------------
-
----------------
422 794
=========
-
----------------
-
----------------
-
----------------
422 794
=========
-
----------------
-
----------------
81 390
----------------
504 184
=========
1 400 414
---------------
1 400 414
---------------
504 184
---------------
-
=========
63
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
32. INTEREST RATE REPRICING AND GAP ANALYSIS (continued)
The table below analyses the Group's interest rate risk exposure on assets and liabilities denominated in currencies other than United
States Dollars. The amounts are shown at the equivalent values in United States Dollars, the presentation currency. The financial assets
and liabilities are categorised by the earlier of contractual repricing or maturity dates.
At 31 December 2013
GROUP
Up to
1 month
US$
1 month
to 3 months
US$
3 months
to 1 year
US$
year to Non-interest
bearing
5 years
US$
US$
Total
US$
Assets
Cash and cash equivalents
Quoted and other investments
Loans, advances and other assets
Liabilities and equity
Deposits and other liabilities
Interest rate repricing gap
Cumulative gap
3 369 418
-
275 027
----------------
3 644 445
----------------
-
-
-
----------------
-
----------------
-
-
-
----------------
-
----------------
-
-
-
----------------
-
----------------
-
76 202
-
----------------
76 202
----------------
3 369 418
76 202
257 027
---------------
3 720 647
---------------
4 377 062
----------------
4 377 062
----------------
(732 617)
----------------
(732 617)
----------------
-
----------------
-
----------------
-
----------------
(732 617)
----------------
-
----------------
-
----------------
-
----------------
(732 617)
----------------
-
----------------
-
----------------
-
----------------
(732 617)
----------------
-
----------------
-
----------------
76 202
----------------
(656 415)
----------------
4 377 062
---------------
4 377 062
---------------
(656 415)
---------------
-
---------------
64
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
33.FOREIGN EXCHANGE POSITIONS
The table below indicates the currencies to which the Group had significant exposure at 31 December on all its assets and liabilities. The
analysis reflects the mismatch by currency. The amounts are shown at the equivalent values in United States Dollars, the presentation
currency.
33.1 At 31 December 2014
GROUP
US$
US$
RAND
US$
GBP
US$
EUR
US$
BWP
US$
TOTAL
US$
Assets
Cash and cash equivalents
Investment securities held to maturity
Investment in debentures
Quoted and other investments
Loans, advances and other assets
Non-current assets held for sale
Property, plant and equipment
Investment properties
Deferred tax
Current tax assets
Intangible assets
.
Liabilities and equity
Deposits and other liabilities
Subordinated term loan
Deferred tax liabilities
Redeemable Ordinary Shares
Equity
Net foreign exchange Position
53 208 157
3 874 525
4 614 047
127 291
203 082 248
2 267 300
6 345 267
4 453 300
2 784 594
1 436 974
1 950 733
----------------
284 144 436
----------------
679 043
-
-
-
133 874
-
-
-
-
-
-
----------------
812 917
----------------
73 501
-
-
-
1 913
-
-
-
-
-
-
----------------
75 414
----------------
769 628
-
-
81 390
143 493
-
-
-
-
-
-
----------------
994 511
----------------
239 601 004
1 407 964
-
14 335 253
29 304 399
----------------
284 648 620
----------------
(504 184)
=========
1 137 328
-
-
-
-
----------------
1 137 328
----------------
(324 411)
=========
77 755
-
-
-
-
----------------
77 755
----------------
(2 341)
=========
179 999
-
-
-
-
----------------
179 999
----------------
814 512
=========
20 232
-
-
-
1 524
-
-
-
-
-
-
----------------
21 756
----------------
5 332
-
-
-
-
----------------
5 332
----------------
16 424
=========
54 750 561
3 874 525
4 614 047
208 681
203 363 052
2 267 300
6 345 267
4 453 300
2 784 594
1 436 974
1 950 733
----------------
286 049 034
----------------
241 001 418
1 407 964
-
14 335 253
29 304 399
----------------
286 049 034
----------------
-
=========
65
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
33. FOREIGN EXCHANGE POSITIONS (continued)
The table below indicates the currencies to which the Group had significant exposure at 31 December on all its assets and liabilities. The
analysis reflects the mismatch by currency. The amounts are shown at the equivalent values in United States Dollars, the presentation
currency.
At 31 December 2013
GROUP
US$
US$
RAND
US$
GBP
US$
EUR
US$
BWP
US$
TOTAL
US$
45 502 565
4 685 471
3 984 723
259 796
181 041 244
2 303 300
7 372 943
4 385 300
2 823 544
1 739 210
1 664 369
----------------
255 762 465
----------------
211 664 647
1 485 890
-
14 335 253
27 620 260
----------------
255 106 050
----------------
656 415
=========
2 830 024
-
-
-
152 361
-
-
-
-
-
-
----------------
2 982 385
----------------
66 194
-
-
-
1 783
-
-
-
-
-
-
----------------
67 977
----------------
3 960 848
-
-
-
-
----------------
3 960 848
----------------
(978 463)
=========
40 174
-
-
-
-
----------------
40 174
----------------
27 803
=========
537 176
-
-
76 202
118 458
-
-
-
-
-
-
----------------
731 836
----------------
371 645
-
-
-
-
----------------
371 645
----------------
360 191
=========
Assets
Cash and cash equivalents
Investment securities held to maturity
Investment in debentures
Quoted and other investments
Loans, advances and other assets
Non-current assets held for sale
Property, plant and equipment
Investment properties
Deferred tax
Current tax assets
Intangible assets
Liabilities and equity
Deposits and other liabilities
Subordinated term loan
Deferred tax liabilities
Redeemable Ordinary Shares
Equity
Net foreign exchange Position
34.CONTINGENT LIABILITIES
Guarantees
Commitments to lend
Irrevocable Letters of Credit
(63 976)
-
-
-
2 425
-
-
-
-
-
-
----------------
(61 551)
----------------
48 871 983
4 685 471
3 984 723
335 998
181 316 271
2 303 300
7 372 943
4 385 300
2 823 544
1 739 210
1 664 369
----------------
259 483 112
----------------
4 395
-
-
-
-
----------------
4 395
----------------
(65 946)
=========
216 041 709
1 485 890
-
14 335 253
27 620 260
----------------
259 483 112
----------------
-
=========
GROUP
2014
US$
6 246 933
33 341 817
900 000
----------------
40 488 750
=========
2013
US$
869 778
41 195 923
1 550 000
----------------
43 615 701
=========
The Group enters into various irrevocable commitments and contingent liabilities in its normal course of business in order to meet
financial needs of customers. These obligations are not recognised on the statement of financial position, but contain credit risk and are
therefore part of the overall risk of the Group.
Guarantees commit the Group to make payments on behalf of clients in the event of a specified act. Guarantees carry the same credit risk
as loans.
Commitments to lend represent contractual commitments to advance loans and revolving credits. Commitments have fixed expiry dates
and may expire without being drawn upon, hence total contract amounts do not necessarily represent future cash requirements.
66
NOTES TO THE FINANCIAL STATEMENTS (continued)
35.CAPITAL COMMITMENTS
Capital expenditure contracted for
Capital expenditure authorised but not yet contracted for
At 31 December
Capital commitments will be financed from the Group's own resources.
36.ASSETS UNDER CUSTODY
ANNUAL REPORT
2 0 1 4
GROUP
2014
US$
190 000
3 815 868
----------------
4 005 868
=========
2013
US$
1 157 882
2 294 978
----------------
3 452 860
=========
During the year, the Bank received Treasury Bills from the Reserve Bank of Zimbabwe amounting to US$2 706 327 on behalf of its
Tobacco Retention Scheme customers. These Treasury Bills are currently held off balance sheet.
37.OPERATING LEASE COMMITMENTS
Lease commitments
Up to 1 year
1 – 5 years
GROUP
2014
US$
6 054 886
1 210 977
4 843 909
2013
US$
5 697 814
1 139 563
4 558 251
Lease commitments relate to future rental commitments up to the expiry of the lease agreements. The amount of operating lease
expenses recognised in profit or loss is USD$1 198 902.
38.RELATED PARTIES
As required by IAS 24, Related Party Disclosures, the Board's view is that non-executive directors, executive directors and executive
management constitute the key management of the Group. Accordingly, key management remuneration is disclosed below.
38.1 Compensation of key management personnel of the Group
Short-term employee benefits
Post employment benefits
Termination benefits
GROUP
2014
US$
1 637 393
113 903
1 085 698
----------------
2 836 994
=========
2013
US$
1 669 029
118 077
-
----------------
1 787 106
=========
38.2 Key management interest in employee share options
At 31 December 2014, key management held options to purchase 1 379 366 ordinary shares of the Company.
67
NOTES TO THE FINANCIAL STATEMENTS (continued)
38. RELATED PARTIES (continued)
38.3 Balances of loans to directors, officers and others
Loans to directors and officers or their companies are included in advances and other accounts (note 20.1).
Non-executive directors
Executive directors
Officers (Note 21.6)
Directors' companies
Officers' companies
Fair value adjustment
38.4 Other related party disclosures
Entities with significant influence over the Group
2014
2013
38.5 Borrowing powers
Holding Company
ANNUAL REPORT
2 0 1 4
GROUP
2014
US$
-
51 610
3 316 060
-
10 169
----------------
3 377 839
(180 394)
----------------
3 197 445
=========
2013
US$
7 000
723 140
2 712 934
4 727 129
26 320
----------------
8 196 523
(198 931)
----------------
7 997 592
=========
Amounts owed by
Related parties
US$
-
4 734 129
In terms of the existing Articles of Association, Article 102, the directors may from time to time, at their discretion, borrow or secure the
payment of any sum or sums of money for the purposes of the Company without any limitation.
Banking subsidiary
In terms of the existing Articles of Association, Article 55, the directors may from time to time, at their discretion, borrow or secure the
payment of any sum or sums of money for the purposes of the Company without any limitation.
39.EMPLOYEE BENEFITS
39.1 Pension Fund
All eligible employees contribute to the NMB Bank Pension Fund, which is a defined contribution plan.
The assets of the Pension Fund are held separately from those of the Group in funds under the control of Trustees. The pension fund
assets included 661 416 shares in NMBZ Holdings Limited as at 31 December 2014.
39.2 Expense recognised in profit or loss
Defined Contribution Plan - NSSA
Defined Contribution Plan – NMB Bank Pension Fund
The expense is recognised in profit or loss as part of staff costs under operating expenses (note 7).
GROUP
2014
US$
183 552
683 091
----------------
866 643
=========
2013
US$
155 991
651 947
----------------
807 938
=========
68
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
39. EMPLOYEE BENEFITS (continued)
39.3 Employee Share Option Scheme
In terms of the Employee Share Option Scheme, up to a maximum of 10% of the issued share capital may be granted by the directors to
senior employees by way of options. Each set of options is exercisable at any time within a period of five years from the date the options
are granted and the issue price is based on the higher of nominal value of the shares and the middle market price derived from the
Zimbabwe Stock Exchange prices for the trading day immediately preceding the date of offer. The options vest immediately from date of
issue and the fair value of the options is estimated at the grant date using the Black – Scholes option pricing model, taking into account the
terms and conditions upon which the instruments were granted.
Movements in the year
The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and movements in share options
during the year.
GROUP and COMPANY
Outstanding as at 1 January
Lapsed
Issued
Exercised
Outstanding as at 31December
Terms of options outstanding at 31 December 2014
GROUP & COMPANY
Expiry date
18 June 2022
Exercise price
US$
0.04
2014
No.
000's
907 200
(907 200)
4 128 434
-
----------------
4 128 434
----------------
WAEP$
0.047
0. 047
0.04
-
----------------
0.047
----------------
2014
Shares
4 128 434
----------------
4 128 434
=========
2013
WAEP$
No.
000's
907 200
-
-
-
----------------
907 200
----------------
0 . 0 0 5
-
-
-
----------------
0.005
----------------
39.4 National Social Security Authority Scheme
All employees of the Group are members of the National Social Security Authority Scheme, a defined contribution plan to which both the
employer and the employees contribute.
Contributions by the employer are recognised in profit or loss account and during the period amounted to
US$183 552 (2013 – US$155 991).
69
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
40.EXCHANGE RATES
The following exchange rates have been used to translate the foreign currency balances to United States dollars at year end:
British Sterling
South African Rand
European Euro
Botswana Pula
41. RISK MANAGEMENT
GBP
ZAR
EUR
BWP
31 Dec
2014
Mid - rate
US$
1.5564
11.5764
1.2159
9.5057
31 Dec
2013
Mid - rate
US$
1.6014
9.9487
1.3697
8.5034
The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The
Board has established the Board Asset and Liability Management Committee (ALCO) and Board Risk Committee, which are responsible
for defining the Group's risk universe, developing policies and monitoring implementation. The Group strengthened its risk management
function by appointing a Chief Risk Officer in September 2013 with overall responsibility over all risks in the Group. The Group has
complied with Basel II implementation timelines set by the Reserve Bank of Zimbabwe.
Risk management is linked logically from the level of individual transactions to the Group level. Risk management activities broadly take
place simultaneously at the following different hierarchy levels:
b) Macro Level:
a) Strategic Level: This involves risk management functions performed by senior management and the board of directors. It includes
the definition of risk, ascertaining the Group's risk appetite, formulating strategy and policy for managing risk and
establishes adequate systems and controls to ensure overall risk remains within acceptable levels and is
adequately compensated.
It encompasses risk management within a business area or across business lines. These risk management
functions are performed by middle management.
This involves “On-the-line” risk management where risks are actually created. These are the risk management
activities performed by individuals who assume risk on behalf of the organization such as Treasury Front Office,
Corporate Banking, Retail banking etc. The risk management in these areas is confined to operational procedures
set by management.
c) Micro Level:
Risk management is premised on four (4) mutually reinforcing pillars, namely:
a) adequate board and senior management oversight;
b) adequate strategy, policies, procedures and limits;
c) adequate risk identification, measurement, monitoring and information systems; and
d) comprehensive internal controls and independent reviews.
41.1 Credit risk
Credit risk is the risk that a financial contract will not be honoured according to the original set of terms. The risk arises when borrowers or
counterparties to a financial instrument fail to meet their contractual obligations. The Group reviewed its credit risk management
structures aimed at enhancing credit risk and asset quality. The Group's general credit strategies centre on sound credit granting
process, diligent credit monitoring and strong loan collection and recovery. There is a separation between loan collection and recovery.
There is a separation between loan granting and credit monitoring to ensure independency and effective management of the loan
portfolio. The Board has put in place sanctioning committees with specific credit approval limits. The Credit Management department
does the initial review of all applications before recommending them to the Executive Credit Committee and finally the Board Credit
Committee depending on the loan amount. The Group has in place a Board Loans Review Committee responsible for reviewing the
quality of the loan book and adequacy or loan loss provisions.
The Group has implemented an end to end credit risk management solution. The system automated the bank's credit process from loan
origination, appraisal, monitoring and collections. In the last half of 2014, the Bank did a gradual roll-out of the credit risk system to allow
for a smooth transition and rigorous assessment of the system's impact on the bank's processes and procedures. The project will be
finalised in the first quarter of 2015.
70
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
41. RISK MANAGEMENT (continued)
Credit Management
! Responsible for evaluating & approving credit proposals from the business units.
! Together with business units, has primary responsibility on the quality of the loan book.
! Reviewing credit policy for approval by the Board Credit Committee.
! Reviewing business unit level credit portfolios to ascertain changes in the credit quality of individual customers or other
counterparties as well as the overall portfolio and detect unusual developments.
! Approve initial customer internal credit grades or recommend to the Credit Committees for approval.
! Setting the credit risk appetite parameters.
! Ensure the Group adheres to limits, mandates and its credit policy.
! Ensure adherence to facility covenants and conditions of sanction e.g. annual audits, gearing levels, management accounts.
! Manage trends in asset and portfolio composition, quality and growth and non-performing loans.
! Manage concentration risk both in terms of single borrowers or group as well as sector concentrations and the review of such limits.
Credit Monitoring and Financial Modelling
Independent Credit Risk Management.
Independent on-going monitoring of individual credit and portfolios.
!
!
! Triggers remedial actions to protect the interests of the Group, if appropriate (e.g. in relation to deteriorated credits).
! Monitors the on-going development and enhancement of credit risk management across the Group.
! Reviews the Internal Credit Rating System.
! On-going championing of the Basel II methodologies across the Group.
! Ensures consistency in the rating processes and performs independent review of credit grades to ensure they conform to the rating
standards.
! Confirm the appropriateness of the credit risk strategy and policy or recommends necessary revisions in response to changes/trends
identified.
Credit Administration
! Prepares and keeps custody of all facility letters.
! Security registration.
! Safe custody of security documents.
! Ensures all conditions of sanction are fulfilled before allowing drawdown or limit marking.
! Review of credit files for documentation compliance e.g. call reports, management accounts.
Recoveries
The recoveries unit is responsible for all collections and ensures that the Group maximizes recoveries from Non-Performing Loans
(NPLs).
The table below shows the maximum exposure to credit for the components of the statement of financial position. The maximum
exposure is shown as gross.
71
NOTES TO THE FINANCIAL STATEMENTS (continued)
41. RISK MANAGEMENT (continued)
41.1.1 Maximum exposure to credit risk without taking account of any collateral
Cash and cash equivalents (excluding cash on hand)
Investment securities held to maturity
Investment in debentures
Loans, advances and other accounts
Total
Guarantees
Commitments to lend
Total
Total credit risk exposure
Note
17
21
34
34
ANNUAL REPORT
2 0 1 4
GROUP
2014
US$
42 784 235
3 874 525
4 614 047
204 303 128
----------------
255 575 935
----------------
6 246 933
33 341 817
----------------
39 588 750
----------------
295 164 685
=========
2013
US$
37 478 596
4 685 471
3 984 723
181 517 984
----------------
227 666 774
----------------
869 778
41 195 923
----------------
42 065 701
----------------
269 732 475
=========
Where financial instruments are recorded at fair value the amounts shown above represent the current risk exposure but not the
maximum risk exposure that could arise in the future as a result of changes in values. The effect of collateral and other risk mitigation
techniques is shown below.
41.1.2 Risk concentrations of maximum exposure to credit risk
Agriculture and horticulture
Conglomerates
Distribution
Food and beverages
Individuals
Manufacturing
Mining
Services
Provision for impairment losses on loans and advances
Allowance for impairment loss on debentures
Net exposure
41.1.3 Collateral and other credit enhancements
31 Dec
2014
Gross
Maximum
Exposure
US$
17 523 451
10 030 909
55 359 765
442 295
58 353 526
29 100 980
5 044 850
41 607 543
----------------
217 463 319
(10 790 192)
173 027
----------------
206 846 154
=========
31 Dec
2014
Net
Maximum
Exposure
US$
3 354 701
8 330 909
30 326 615
367 295
58 353 525
9 883 680
824 850
8 546 848
----------------
119 988 423
(10 790 192)
173 027
----------------
109 371 258
=========
31 Dec
2013
Gross
Maximum
Exposure
US$
11 208 448
9 190 491
46 458 831
480 502
46 499 825
36 880 202
184 085
42 475 414
----------------
194 777 798
(11 685 201)
802 351
----------------
183 894 948
=========
31 Dec
2013
Net
Maximum
Exposure
US$
2 700 448
9 190 491
18 027 082
311 208
41 849 843
12 453 702
534 086
6 845 411
----------------
91 912 271
(11 685 201)
802 351
----------------
81 029 421
=========
The amount and type of collateral required depends on an assessment of credit risk of the counterparty. There are guidelines regarding
the acceptability of types of collateral. The main types of collateral obtained are guarantees, cession of debtors, mortgages over
residential properties, equities, subordination of shareholder loans and promissory notes. The fair value of all collateral held by the
Group at the reporting date is US$97 474 895 (2013 –US$102 865 527).
72
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
41. RISK MANAGEMENT (continued)
41.1.4 Credit quality per sector
At 31 December 2014
Agriculture and horticulture
Conglomerates
Distribution
Food and beverages
Individuals
Manufacturing
Mining
Services
Total
At 31 December 2013
Agriculture and horticulture
Conglomerates
Distribution
Food and beverages
Individuals
Manufacturing
Mining
Services
Total
Pass
US$
8 386 990
6 980 006
16 499 037
-
42 770 892
3 312 798
215 178
16 221 472
----------------
94 386 373
=========
Pass
US$
5 309 230
6 516 690
11 524 681
352 346
41 156 506
4 625 812
-
18 073 321
----------------
87 558 586
=========
Special
Mention Substandard
US$
182 714
-
1 708 984
-
4 534 247
2 387 345
-
2 246 246
----------------
11 059 536
=========
US$
7 378 259
3 050 903
28 731 792
7 253
9 988 130
18 592 291
3 047 743
13 698 876
----------------
84 495 247
=========
Special
Mention Substandard
US$
63 905
-
1 820 472
51 361
2 972 153
3 738 489
1 425 465
3 639 346
----------------
13 711 191
=========
US$
2 901 992
2 673 801
23 018 401
76 795
2 029 363
22 833 550
140 783
14 813 649
----------------
68 488 334
=========
Doubtful
US$
1 214 425
-
3 272 537
435 042
886 466
2 406 342
1 781 929
8 505 001
----------------
18 501 742
=========
Doubtful
US$
71 912
-
4 991 584
-
341 803
3 028 849
17 837
4 597 298
----------------
13 049 283
=========
Loss
US$
361 063
-
5 147 415
-
173 791
2 402 204
-
935 948
----------------
9 020 421
=========
Loss
US$
2 861 409
-
5 103 693
-
-
2 653 502
-
1 351 800
----------------
11 970 404
=========
Total
US$
17 523 451
10 030 909
55 359 765
442 295
58 353 526
29 100 980
5 044 850
41 607 543
----------------
217 463 319
=========
Total
US$
11 208 448
9 190 491
46 458 831
480 502
46 499 825
36 880 202
1 584 085
42 475 414
----------------
194 777 798
========
Pass:
Refers to loans graded 1 to 3.
Special Mention: Refers to loans graded 4 to 7.
Substandard:
Doubtful:
Loss:
Refers to loans graded 8.
Refers to loans graded 9.
Refers to loans graded 10.
73
NOTES TO THE FINANCIAL STATEMENTS (continued)
41. RISK MANAGEMENT (continued)
41.1.5 Credit quality analysis per grade
Loans and advances to customers
Carrying amount (note 21)
Assets at amortised cost
Individually impaired
Grade 8
Grade 9
Grade 10
Gross amount
Allowance for impairment
Impairment
Suspended interest
Carrying amount
Collectively impaired
1 to 5 low to fair risk
6 to 7 watch list
Gross amount
Allowance for impairment
Impairment
Suspended interest
Carrying amount
Total carrying amount at amortised cost
41.2 Market risk
ANNUAL REPORT
2 0 1 4
31 Dec
2014
US$
204 303 128
31 Dec
2013
US$
181 517 984
11 059 536
18 501 742
9 020 421
----------------
38 581 699
13 711 191
13 049 283
11 970 404
----------------
38 730 878
(10 453 970)
(2 369 999)
----------------
25 757 730
=========
(10 625 005)
(1 574 613)
----------------
26 531 260
=========
144 009 906
34 871 714
----------------
178 881 620
134 300 212
21 746 708
----------------
156 046 920
(336 222)
-
----------------
178 545 398
=========
(1 060 196)
-
----------------
154 986 724
=========
204 303 128
=========
181 517 984
=========
This is the exposure of the Group's on and off balance sheet positions to adverse movement in market prices resulting in a loss in
earnings and capital. The market prices will range from money market (interest rate risk), foreign exchange and equity markets in which
the bank operates. The Group has in place a Management Asset and Liability Committee (ALCO) which monitors market risk and
recommends the appropriate levels to which the Group should be exposed at any time. Net Interest Margin is the primary measure of
interest rate risk, supported by periodic stress tests to assess the Group's ability to withstand stressed market conditions. On foreign
exchange risk, the bank monitors currency mismatches and make adjustments depending on exchange rate movement forecast. The
mismatches are also contained within 10% of the Group's capital position.
ALCO meets on a monthly basis and operates within the prudential guidelines and policies established by the Board ALCO. The board
ALCO is responsible for setting exposure thresholds and limits, and meets on a quarterly basis.
The following table demonstrates the sensitivity to a reasonable change in interest rates, with all other variables held constant, of the
Group's statement of comprehensive income.
The sensitivity of the statement of comprehensive income is the effect of the assumed changes in interest rates on the profit or loss for the
year, based on the variable and fixed interest rate financial assets and liabilities held at 31 December.
74
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
41. RISK MANAGEMENT (continued)
Sensitivity of net interest income
At 31 December 2014
Currency
USD
USD
USD
USD
USD
USD
Increase in
interest rates
%
5
3
1
-1
-3
-5
0 to 1
months
US$
(1 201 696)
(721 018)
(240 339)
240 339
721 018
1 201 696
1 to 3
months
US$
(1 029 873)
(617 924)
(205 975)
205 975
617 924
1 029 873
3months
to 1 year
US$
(68 021)
(40 813)
(13 604)
13 604
40 813
68 021
1 year to
5 years
US$
2 963 418
1 778 051
592 684
(592 684)
(1 778 051)
(2 963 418)
Total
US$
663 828
398 297
132 766
(132 766)
(398 297)
(663 828)
For interest rate repricing and gap analysis refer note 24.1.
At 31 December 2013
Currency
USD
USD
USD
USD
USD
USD
Increase in
interest rates
%
5
3
1
(1)
(3)
(5)
0 to 1
months
US$
(289 657)
(173 794)
(57 931)
57 931
173 794
289 657
1 to 3
months
US$
(536 826)
(322 096)
(107 365)
107 365
322 096
536 826
3months
to 1 year
US$
311 437
186 862
62 287
(62 287)
(186 862)
(311 437)
1 year to
5 years
US$
1 633 770
980 262
326 754
(326 754)
(80 262)
(1 633 770)
Total
US$
1 118 724
671 234
223 745
(223 745
(671 234)
(1 118 724)
41.3 Foreign currency exchange rate risk
The table below calculates the effect of a reasonable possible movement of the significant currency rate against the United States Dollar,
with all other variables held constant. A negative amount in the table reflects a potential net reduction in the statement of comprehensive
income or equity while a positive amount reflects a net potential increase.
At 31 December 2014
Currency
ZAR
ZAR
ZAR
ZAR
ZAR
ZAR
At 31 December 2013
Currency
ZAR
ZAR
ZAR
ZAR
ZAR
ZAR
Effect on
equity
US$
(14 985)
(8 991)
(2 997)
2 997
8 991
14 985
Effect on
equity
US$
(12 231)
(7 338)
(2 446)
2 446
7 338
12 231
% Change in
currency
rate
Effect on profit
before tax
US$
5
3
1
-1
-3
-5
(20 181)
(12 109)
(4 036)
4 036
12 109
20 181
% Change in
currency
rate
Effect on profit
before tax
US$
( 36 692)
(22 015)
(7 338)
7 338
22 015
36 692
5
3
1
(1)
(3)
(5)
75
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
41. RISK MANAGEMENT (continued)
41.4 Liquidity risk
Liquidity risk is the risk of financial loss arising from the inability of the Group to fund asset increases or meet obligations as they fall due
without incurring unacceptable costs or losses. The Group identifies this risk through maturity profiling of assets and liabilities and
assessment of expected cash flows and the availability of collateral which could be used if additional funding is required.
The daily liquidity position is monitored and regular liquidity stress testing is conducted under a variety of scenarios covering both normal
and more severe market conditions. All liquidity policies and procedures are subject to review and approval by the Board ALCO.
The key measure used by the Group for managing liquidity risk is the ratio of net liquid assets to deposits to customers. The Group also
actively monitors its loans to deposit ratio against a set threshold in a bid to monitor and limit funding risk. Liquidity risk is monitored
through a daily treasury strategy meeting. This is augmented by a monthly management ALCO and a quarterly board ALCO.
The contractual maturities of undiscounted cash flows of financial assets and liabilities are disclosed in note 30.1.
The key measure used by the Group for managing liquidity risk is the ratio of net liquid assets to deposits from customers. The Group
monitors its liquidity ratio in compliance with Banking Regulations to ensure that it is not less than 30% of the liabilities to the public.
Liquid assets consist of cash and cash equivalents, short term bank deposits and liquid investment securities available for immediate
sale.
Maturity profile for contingent liabilities
The table below shows the contractual expiry by maturity of the Group's contingent liabilities and commitments to lend:
At 31 December 2014
Guarantees
Commitments to lend
At 31 December 2013
Guarantees
Commitments to lend
On
Demand
US$
-
-
----------------
-
=========
0 to 1
months
US$
3 716 420
944 901
----------------
4 661 321
=========
1 to 3
months
US$
275 000
5 605 940
----------------
5 880 940
=========
3 months
to 1 year
US$
2 255 513
23 291 114
----------------
25 546 627
=========
1 year to
to 5 years
US$
-
3 499 862
----------------
3 499 862
=========
Total
US$
6 246 933
33 341 817
---------------
39 588 750
=========
On
Demand
US$
-
-
----------------
-
=========
0 to 1
months
US$
-
-
----------------
-
=========
1 to 3
months
US$
199 778
28 223 147
----------------
28 422 925
=========
3 months
to 1 year
US$
670 000
11 478 076
----------------
12 148 076
=========
1 year to
to 5 years
US$
-
1 494 700
----------------
1 494 700
=========
Total
US$
869 778
41 195 923
---------------
42 065 701
=========
The Group expects that not all of the contingent liabilities or commitments will be drawn before expiry of the commitments.
41.5 Operational risk
This risk is inherent in all business activities and is the risk of loss arising from inadequate or failed internal processes, people, systems or
from external events. The Group utilises monthly Key Risk Indicators to monitor operational risk in all units. Further to this, the Group has
an elaborate Operational Loss reporting system in which all incidents with a material impact on the well-being of the Group are reported to
risk management. The risk department conducts periodic risk assessments on all the units within the Group aimed at identifying the top
risks and ways to minimise their impact. There is a Board Risk Committee whose function is to ensure that this risk is minimized. The Risk
Committee with the assistance of the internal audit function and the Risk Management department assesses the adequacy of the internal
controls and makes the necessary recommendations to the Board.
76
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
41. RISK MANAGEMENT (continued)
41.6 Legal and compliance risk
Legal risk is risk from uncertainty due to legal actions or uncertainty in the applicability or interpretation of contracts, laws or regulations.
Legal risk may entail such issues as contract formation, capacity and contract frustration. Compliance risk is the risk arising from non –
compliance with laws and regulations. To manage this risk permanent relationships are maintained with firms of legal practitioners and
access to legal advice is readily available to all departments. The Group has an independent compliance function which is responsible for
identifying and monitoring all compliance issues and ensures the Group complies with all regulatory and statutory requirements.
41.7 Reputational risk
Reputation risk is the risk of loss of business as a result of negative publicity or negative perceptions by the market with regards to the way
the Group conducts its business. To manage this risk, the Group strictly monitors customers' complaints, continuously train staff at all
levels, conducts market surveys and periodic reviews of business practices through its Internal Audit department. The directors are
satisfied with the risk management processes in the Group as these have contributed to the minimisation of losses arising from risky
exposures.
41.8 Strategic risk
This refers to current and prospective impact on a Group's earnings and capital arising from adverse business decisions or implementing
strategies that are not consistent with the internal and external environment. To manage this risk, the Group always has a strategic plan
that is adopted by the Board of Directors. Further, attainment of strategic objectives by the various departments is monitored periodically
at management level. Further, there is an ALCO, Finance and Strategy Committee at board level responsible for monitoring overall
progress towards attaining strategic objectives for the Group.
41.9 Risk ratings
41.9.1 Reserve Bank of Zimbabwe ratings
In 2013 the Reserve Bank of Zimbabwe conducted an onsite inspection on the Group's banking subsidiary and detailed below were the
final ratings. Subsequent to this, a further review was done in 2014 during which the RBZ indicated that the bank had attended to their
satisfaction all matters raised in the 2013 inspection.
41.9.1.1 CAMELS* ratings
CAMELS Component
Ratings
30/06/2013
Capital Adequacy
Asset Quality
Management
Earnings
Liquidity
Sensitivity to Market Risk
Composite Rating
Latest RBS**
Ratings
31/01/2008
Previous RBS
Ratings
30/06/2007
Previous RBS
2
4
3
2
2
2
3
4
2
3
3
3
3
3
4
3
3
3
3
3
4
* CAMELS is an acronym for Capital Adequacy, Asset quality, Management, Earnings, Liquidity and Sensitivity to Market Risk.
CAMELS rating system uses a rating scale of 1-5, where '1' is Strong, '2' is Satisfactory, '3' is Fair, '4' is Weak and '5' is Critical.
** RBS stands for Risk-Based Supervision.
77
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
41. RISK MANAGEMENT (continued)
41.9.1.2 Summary RAS ratings
CAMELS Component
Ratings
30/06/2013
Overall Inherent Risk
Overall Risk Management Systems
Overall Composite Risk
Direction of Overall Composite Risk
Latest RAS**
Ratings
31/01/2008
Moderate
Acceptable
Moderate
Stable
Previous RBS
Ratings
30/06/2007
Moderate
Acceptable
Moderate
Stable
Previous RBS
High
Weak
High
Increasing
***
RAS stands for Risk Assessment System.
41.9.1.3 Summary risk matrix -30 June 2013 on-site examination
Type of Risk
Level of Inherent
Risk
Systems
Adequacy of Risk
Management
Overall Composite
Risk
Credit
Liquidity
Interest Rate
Foreign Exchange
Strategic Risk
Operational Risk
Legal & Compliance
Reputation
Overall
KEY
Level of Inherent Risk
High
Moderate
Moderate
Low
Moderate
Moderate
Moderate
Moderate
Moderate
Weak
Acceptable
Acceptable
Acceptable
Acceptable
Acceptable
Strong
Strong
Acceptable
High
Moderate
Moderate
Low
Moderate
Moderate
Moderate
Moderate
Moderate
Direction of
Overall
Composite
Risk
Increasing
Stable
Stable
Stable
Stable
Stable
Stable
Stable
Stable
Low
– reflects a lower than average probability of an adverse impact on a banking institution's capital and earnings. Losses in
a functional area with low inherent risk would have little negative impact on the banking institution's overall financial
condition.
Moderate
– could reasonably be expected to result in a loss which could be absorbed by a banking institution in the normal course
of business.
High
– reflects a higher than average probability of potential loss. High inherent risk could reasonably be expected to result in
a significant and harmful loss to the banking institution.
Adequacy of Risk Management Systems
Weak
–
risk management systems are inadequate or inappropriate given the size, complexity and risk profile of the banking
institution. Institution's risk management systems are lacking in important ways and therefore a cause of more than
normal supervisory attention. The internal control systems will be lacking in important aspects particularly as indicated
by continued control exceptions or by the failure to adhere to written policies and procedures.
Acceptable – management of risk is largely effective but lacking to some modest degree. While the institution might be having some
minor risk management weaknesses, these have been recognised and are being addressed. Management
information systems are generally adequate.
Strong
– management effectively identifies and controls all types of risk posed by the relevant functional areas or per inherent
risk.
The board and senior management are active participants in managing risk and ensure appropriate policies
and limits are put in place. The policies comprehensively define the bank's risk tolerance, responsibilities and
accountabilities are effectively communicated.
78
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
41. RISK MANAGEMENT (continued)
Overall Composite Risk
Low
– would be assigned to low inherent risk areas. Moderate risk areas may be assigned a low composite risk where
internal controls and risk management systems are strong and effectively mitigate much of the risk.
Moderate
–
risk management systems appropriately mitigates inherent risk. For a given low risk area, significant weaknesses in
the risk management systems may result in a moderate composite risk assessment.
On the other hand, a strong risk management system may reduce the risk so that any potential financial loss from the
activity would have only a moderate negative impact on the financial condition of the organisation.
High
–
risk management systems do not significantly mitigate the high inherent risk. Thus, the activity could potentially result
in a financial loss that would have a significant impact on the bank's overall condition.
Direction of Overall Composite Risk
– based on the current information, risk is expected to increase in the next 12 months.
Increasing
Decreasing – based on current information, risk is expected to decrease in the next 12 months.
Stable
– based on the current information, risk is expected to be stable in the next 12 months.
41.9.2 External credit rating
The external credit ratings were given by Global Credit Rating (GCR), a credit rating agency accredited with the Reserve Bank of
Zimbabwe.
Security class
Long term
The current rating expires in August 2015.
41.10 Regulatory compliance
2014
BB+
2013
BBB-
There were no instances of regulatory non compliance in the period under review. The Bank remains committed to complying with and
adhering to all regulatory requirements.
41.11 Capital management
41.11.1 Holding company
The capital allocation to the subsidiary units is in accordance with the regulatory requirements of the business undertaken by the
subsidiary.
79
ANNUAL REPORT
2 0 1 4
NOTES TO THE FINANCIAL STATEMENTS (continued)
41. RISK MANAGEMENT (continued)
41.11.2 Banking subsidiary
The primary objective of the Bank's capital management is to ensure that the Bank complies with the RBZ requirements. In implementing
the current capital requirements, the RBZ requires the Banking subsidiary to maintain a prescribed ratio of total capital to total risk
weighted assets.
Regulatory capital consists of Tier 1 capital, which comprises share capital, share premium, retained earnings (including current year
profit), statutory reserve and other equity reserves.
The other component of regulatory capital is Tier 2 capital, which includes subordinated term debt, revaluation reserves and portfolio
provisions.
Tier 3 capital relates to an allocation of capital to market and operational risk.
Various limits are applied to elements of the capital base. The core capital (Tier 1) shall compromise not less than 50% of the capital base
and portfolio provisions are limited to 1.25% of total risk weighted assets.
The Bank's regulatory capital position at 31 December 2014 was as follows:
Share capital
Share premium
Retained earnings
Fair value gain on investment properties
Less: capital allocated for market and operational risk
Credit to insiders
Tier 1 capital
Tier 2 capital (subject to limit as per Banking Regulations)
Fair value gain on investment properties
Subordinated debt
Regulatory reserve (limited to 1.25% of risk weighted assets)
Portfolio provisions (limited to 1.25% of risk weighted assets)
Total Tier 1 & 2 capital
Tier 3 capital (sum of market and operational risk capital)
Total capital base
Total risk weighted assets
Tier 1 ratio
Tier 2 ratio
Tier 3 ratio
Total capital adequacy ratio
RBZ minimum required
42.EVENTS AFTER REPORTING DATE
42.1 Disposal of Lobels Debentures
2014
US$
16 506
31 474 502
9 346 446
(2 964 628)
----------------
37 872 826
(467 320)
(10 169)
----------------
2013
US$
1 6 502
31 474 502
8 802 979
(2 925 868)
----------------
37 368 119
(1 240 678)
(4 734 129)
----------------
37 395 337
7 294 677
31 393 312
6 823 855
2 964 628
1 407 964
2 636 938
285 147
44 690 014
467 320
----------------
45 157 334
=========
233 766 816
=========
16.00%
3.12%
0.20%
19.32%
12.00%
2 925 868
1 485 890
2 154 252
257 845
38 217 167
1 240 678
----------------
39 457 845
=========
228 275 322
=========
13.75%
2.99%
0.54%
17.28%
12.00%
Subsequent to year end, the Group entered into an agreement to dispose the debentures it holds in Lobels Private Limited as well as its
shares in Altiwave Investments (Private) Limited. The sale is expected to be complete by the end of the first quarter of 2015.
80
ANNUAL REPORT
2 0 1 4
HISTORICAL FIVE YEAR FINANCIAL SUMMARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Interest income
Interest expense
Net interest income
Net foreign exchange gains
Fee and commission income
Revenue
Share of profit/(loss) of associate
Non-interest income
Profit on disposal of associate
Operating expenditure
Impairment losses on loans and advances
Profit /(loss) before taxation
Financial institutions levy
Taxation (charge)/credit
Profit/(loss) after taxation
Other comprehensive income for the year, net of tax
Total comprehensive income/(loss) for the year
2014
US$
2013
US$
2012
US$
31 072 461
(12 651 519)
----------------
18 420 942
1 822 432
15 121 536
----------------
35 364 910
-
62 025
-
(27 984 051)
(5 017 362)
----------------
2 425 522
-
(768 455)
----------------
1 657 067
10 180
----------------
1 667 247
=========
33 181 704
(13 006 505)
----------------
20 175 199
1 502 044
14 673 834
----------------
36 351 077
217 768
777 720
580 136
(25 232 756)
(16 645 810)
----------------
(3 951 865)
-
630 042
----------------
(3 321 823)
-
----------------
(3 321 823)
=========
27 543 784
(10 050 003)
----------------
17 493 781
1 902 337
13 016 115
----------------
32 412 233
434 252
2 593 515
-
(21 452 714)
(3 985 062)
----------------
10 002 224
-
(2 431 722)
----------------
7 570 502
-
----------------
7 570 502
=========
2011
US$
Restated
20 158 766
(8 257 254)
----------------
11 901 512
1 289 729
11 958 029
----------------
25 149 270
113 573
206 662
-
(16 979 741)
(2 296 111)
----------------
6 193 653
-
(1 655 197)
----------------
4 538 456
-
----------------
4 538 456
=========
2010
US$
10 014 636
(3 143 168)
---------------
6 871 468
1 055 307
9 691 069
---------------
17 617 844
(21 444)
(316 273)
-
(15 365 768)
(971 803)
---------------
942 556
-
(250 322)
---------------
692 234
-
---------------
692 234
=========
81
HISTORICAL FIVE YEAR FINANCIAL SUMMARY (continued)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
ANNUAL REPORT
2 0 1 4
SHAREHOLDERS' FUNDS
Share capital
Reserves
Equity
Subordinated loan
Redeemable ordinary shares
Total shareholders' funds
LIABILITIES
Deposits and other liabilities
Current tax liabilities
Deferred tax liabilities
Capital employed
ASSETS
Cash and cash equivalents
Investments securities held to maturity
Investments in debentures
Deferred tax assets
Current tax assets
Loans, advances and other assets
Non-current assets held for sale
Quoted and other investments
Trade investments
Investment in associate
Investment properties
Property and equipment
Intangible assets
Employment of capital
2014
US$
2013
US$
2012
US$
78 598
29 225 801
----------------
29 304 399
1 407 964
14 335 253
----------------
45 047 616
=========
78 598
27 541 622
----------------
27 620 260
1 485 890
14 335 253
----------------
43 441 403
=========
78 598
30 863 485
----------------
30 942 083
-
-
----------------
30 942 083
=========
241 001 418
-
-
----------------
286 049 034
=========
54 750 561
3 874 525
4 614 047
2 784 594
1 436 974
203 363 052
2 267 300
127 291
81 390
-
4 453 300
6 345 267
1 950 733
----------------
286 049 034
=========
216 041 709
-
-
----------------
259 483 112
=========
48 871 983
4 685 471
3 984 723
2 823 544
1 739 210
181 316 271
2 303 300
145 850
190 148
-
4 385 300
7 372 943
1 664 369
----------------
259 483 112
=========
195 002 633
588 966
-
----------------
226 533 682
=========
58 171 045
5 501 963
-
1 380 596
-
146 599 994
2 225 300
130 316
195 790
1 025 919
3 115 300
8 187 459
-
----------------
226 533 682
=========
2011
US$
Restated
78 598
23 292 983
----------------
23 371 581
-
-
----------------
23 371 581
=========
142 757 778
1 157 974
-
----------------
167 287 333
=========
32 265 953
2 126 657
-
421 383
-
122 260 663
-
118 048
190 980
591 667
2 510 000
6 801 982
-
----------------
167 287 333
=========
2010
US$
78 598
18 754 527
----------------
18 833 125
-
-
----------------
18 833 125
=========
83 156 444
641 969
207 966
----------------
102 839 504
=========
18 346 939
1 994 585
-
-
-
75 620 404
-
134 461
201 666
228 556
2 615 000
3 697 893
-
----------------
102 839 504
=========
82
ANNUAL REPORT
2 0 1 4
HISTORICAL FIVE YEAR FINANCIAL SUMMARY (continued)
CLOSING NUMBER OF SHARES
384 427 351 384 427 351* 2 807 107 289 2 807 107 289 2 807 107 289
2014
2013
2012
2011
2010
Share performance
Net asset value per share (US cents)
Basic earnings per share (US cents)
Dividend per share (US cents)
Dividend cover (times)
Price/earnings ratio
Closing price per share (US cents)
Market capitalisation (US$)
Financial performance
Return on shareholders' funds (%)¹
Return on assets (%)
Cost/net income ratio (%)²
Non-interest income/total income (%)
Effective tax rate (%)
11.72
0.43
-
-
10.47
11.30
(1.00)
-
-
(6.50)
1.12
0.29
-
-
2.24
0.83
0.16
-
-
7.19
0.67
0.03
-
-
37
4.5
17 299 224
6.50
24 987 781
0.65
18 246 197
1.15
1.1
32 281 734 30 878 180
3.7
0.6
92.8
35.4
31.68
(8)
(1)
110
47
(16)
26
4
70
34
23
19
3
76
36
27.1
3.7
3
95
46
26.6
1. The return on shareholders' funds is based on shareholders' funds at the end of the year.
2.
Includes charge for impairment of losses on loans and advances.
* At an Extraordinary General Meeting held on 19 February 2013, the Company approved a share consolidation exercise at a ratio of
10:1 and consolidated 3 500 000 000 (3.5 billion) shares with a nominal value of US$0.000028 per share to 350 000 000 (350 million)
shares with a nominal value of US$0.00028 per share. The Company also approved an increase in the authorized share capital from
350 000 000 shares with a nominal value of US$0.00028 per share to 600 000 000 shares with a nominal value US$0.00028 per
share.
83
ANNUAL REPORT
2 0 1 4
NOTICE TO MEMBERS
Notice is hereby given that the 20th Annual General Meeting of Members of NMBZ Holdings Limited will be held at the Registered Office of the Company at
4th Floor, Unity Court, Corner 1st Street / Kwame Nkrumah Avenue, Harare on Thursday 21 May 2015 at 1000 hours for the following purposes:
ORDINARY BUSINESS
1. To receive and adopt the Financial Statements for the year ended 31 December 2014, together with the reports of the Directors and Auditors thereon.
2. To appoint/re-appoint Directors.
In accordance with the Articles of Association, Mr. J. Chigwedere, Mr. B. W. Madzivire and Mr. A. M. T. Mutsonziwa retire by rotation.
Mr. B. W. Madzivire, being eligible, offers himself for re-election. Mr. J. Chigwedere and Mr. A. M. T. Mutsonziwa are not offering themselves for re-
election.
3. To approve directors' fees for the year ended 31 December 2014.
4. To appoint KPMG as the Company's Auditors for the year ending 31 December 2015.
5. To approve Messrs KPMG's remuneration for the year ended 31 December 2014.
SPECIAL BUSINESS
SPECIAL RESOLUTION
1. To consider, and if deemed fit, to pass, with or without modification, the resolution set out below:
“That the Company, being duly authorised thereto by Article 10 of its Articles of Association, may undertake general repurchases by way of open
market transactions on the Zimbabwe Stock Exchange ("ZSE") of any of its own ordinary shares in such manner or on such terms as the directors may
from time to time determine provided that:
a.
b.
c.
the maximum number of shares authorized to be acquired is no more than 10% of the Company's ordinary issued share capital.
for each share, the minimum price shall not be lower than the nominal value of the Company's shares and the maximum price that may be paid is 5%
above the weighted average market price for the ordinary shares in the Company as derived from the Zimbabwe Stock Exchange (ZSE) Daily Price
Sheet for the five business days immediately preceding the date on which such ordinary shares are contracted to be purchased.
the authority in terms of this special resolution shall unless renewed prior to such time, expire on the first anniversary of this resolution or at the
conclusion of the next Annual General Meeting of the Company, whichever is later, save that the Company, may before such expiry, enter into a
contract or contracts to purchase its ordinary shares which would or might be completed wholly or partly after the expiry and may purchase its ordinary
shares in pursuance of such contract or contracts.'’
2. To consider, and if deemed fit, to pass, with or without modification, the resolution set out below:
That the Articles of Association of the Company be amended by the deletion of Articles 81 and 82 in their entirety and that Article 81 be substituted by
the following Article:
“At each Annual General Meeting all directors of the Company, including those directors appointed by the directors since the last Annual General
Meeting, shall retire from office and may, if eligible, offer themselves for re-election by the members of the Company.”
Notes:
1. A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend, speak and on a poll, vote in his
stead. A proxy need not be a member of the Company. Proxy forms should be forwarded to the Registered Office of the Company at least 48
hours before the commencement of the meeting.
2. A Special Resolution is required to be passed by a majority of seventy five per cent of those present and voting (including proxy votes),
3.
representing not less than twenty five per cent of the total number of votes in the Company.
In terms of special resolution, the directors are seeking authority to allow the use of the Company's available cash resources to purchase
its own shares in the market in terms of the Companies Act and the regulations of the ZSE. The directors will only exercise the authority if
they believe that to do so would be in the best interests of shareholders generally. In exercising this authority, the directors will duly take
into account following such repurchase for the next 12 months, the ability of the Company to pay its debts in the ordinary course of
business, the maintenance of an excess of assets over liabilities, and for the Company and Group, the adequacy of ordinary capital and
reserves as well as working capital.
By Order of the Board
V. Mutandwa
Company Secretary
18 March 2015
84
ANNUAL REPORT
2 0 1 4
EXPLANATIONS REGARDING THE NOTICE OF THE
ANNUAL GENERAL MEETING
Resolution 1
The Directors of the Company are obliged to present their Report and Accounts to shareholders of the Company at an Annual General
meeting. This is a standard form of resolution common to all Annual General Meetings.
Resolution 2
The Company's Articles of Association require a third of the Directors to stand down at each Annual General Meeting and if they are
eligible, they may offer themselves for re-election. The Directors standing down are Messrs J. Chigwedere, B. W. Madzivire and
A. M. T. Mutsonziwa. Mr. Madzivire being eligible, offers himself for re-election. Information about Mr Madzivire is shown below:-
Betserai Willie Madzivire - BSC (Acounting) Ohio State University, USA; Diploma in Accountancy, School of Accountancy,
Socuth Africa.
Betserai Willie Madzivire (77) is an Accountant by profession, who joined the bank as a Non-Executive Director in January 2008.
Previosuly Betserai was the Finance Director for Aberfoyle Group of Companies, the Director of Audit in the Auditor General's Office, the
Chief Internal Auditor for City of Harare and Financial Controller of Pan African Institute for Development in Cameroon. He has extensive
experience in auditing, accounting and consultancy. Betserai is also a farmer and business consultant. He has previously held
directorships in Olivine Holdings, Zisco Steel, Sea Diamonds (Namibia), Lancashire Steel, Dimon and Air Zimbabwe.
Resolution 3
Shareholders are requested to approve director's fees. The directors fees for 2014 amounted to $316 255.
Resolution 4
All public companies are required to appoint Auditors at each Annual General Meeting at which Financial Statements are presented, to
hold office until the next such meeting in terms of section 150 (2) of the Companies Act [ Chapter 24:03]. This resolution therefore
proposes the appointment of auditors in accordance with usual practice and the Banking Act [Chapter 24:20].
Resolution 5
The Remuneration of the auditors is required to be fixed by the Company in a General meeting in terms of section 150 (6) of the
Companies Act [Chapter 24:20]. Accordingly, Members will be requested to approve the remuneration paid to the external auditors of the
Group, KPMG Chartered Accountants (Zimbabwe) for the year ended 31 December 2014, which audit fee has been disclosed in the
Annual Report.
Resolution 6 – Special Resolution
This resolution seeks to empower the Company to buy back its shares. The Company is authorised in terms of Article 10 of its Articles of
Association to buy back its shares. The Zimbabwe Stock Exchange has limited such buy backs to 10% of the Company's issued share
capital. The directors are seeking authority to allow the use of the Company's available cash resources to purchase its own shares in the
market in terms of the Companies Act and the regulations of the ZSE. The directors will only exercise the authority if they believe that to do
so would be in the best interests of shareholders generally. In exercising this authority, the directors will duly take into account following
such repurchase for the next 12 months, the ability of the Company to pay its debts in the ordinary course of business, the maintenance of
an excess of assets over liabilities, and for the Company and Group, the adequacy of ordinary capital and reserves as well as working
capital. This resolution is required to be passed by a majority of seventy five percent of those present and voting (including proxy votes)
representing not less than twenty five per cent of the total number of votes in the Company.
Resolution 7 – Special Resolution
It is proposed that the Articles of Association of the Company be amended by the deletion of Articles 81 and 82 and the substitution of
Article 81 therefore in order to align the provisions of the Articles to international standards and practices in corporate governance. In this
respect, it is proposed that instead of a third of directors retiring every year, all directors including those appointed by the directors in
between Annual General Meetings retire at each Annual General Meeting and if eligible offer themselves for re-election. This will give
shareholders an opportunity to consider the board composition of the Company at each Annual General Meeting.
85
ANNUAL REPORT
2 0 1 4
SHAREHOLDERS’ ANALYSIS
2014
Size of shareholding
0 - 5000
5,001 - 10,000
10,001 - 50,000
50,001 - 100,000
100,001 - 500,000
500,001 - 1,000,000
1,000,001 - 10,000,000
10,000,001 and above
Total
2013
Size of shareholding
0 - 5000
5,001 - 10,000
10,001 - 50,000
50,001 - 100,000
100,001 - 500,000
500,001 - 1,000,000
1,000,001 - 10,000,000
10,000,001 and above
Total
Number
of shareholders
% Size
of shareholding
Issued Shares
% Shareholding
3538
104
149
26
25
6
17
11
91.30
2.68
3.84
0.67
0.64
0.15
0.44
0.28
3,876
100.00
2, 143, 687
759,384
3,376,416
1,921,650
5,067,52
4,637,569
53,118,630
313,402,489
384,427,351
0.55
0.20
0.88
0.50
1.32
1.21
13.82
81.52
100.00
Number
of shareholders
% Size
of shareholding
Issued Shares
% Shareholding
3 559
104
155
26
25
4
18
11
91.21
2.67
3.97
0.67
0.64
0.10
0.46
0.28
3,902
100.00
2,182,415
755,014
3,381,855
1,958,965
5,142,480
2,812,588
55,674,814
312,519,220
384,427,351
0.57
0.20
0.88
0.51
1.34
0.73
14.48
81.29
100.00
86
SHAREHOLDERS’ ANALYSIS (continued)
2014
Industry
Banks
Local Companies
Employees
Deceased Estates
External Companies
Fund Managers
Insurance Companies
Investment Trusts and Property
Local Residents
Nominees Local
Non Residents
Non Resident Individuals
Other Corporate Holdings
Pension Funds
Total
2013
Industry
Banks
Local Companies
Employees
Deceased Estates
External Companies
Fund Managers
Insurance Companies
Investment Trusts and Property
Local Residents
Nominees Local
Non Residents
Non Resident Individuals
Other Corporate Holdings
Pension Funds
Total
Shareholders
% of shareholders
2
350
247
3
7
4
10
34
3107
58
8
28
3
15
3,876
0.05
9.03
6.37
0.08
0.18
0.10
0.26
0.88
80.15
1.50
0.21
0.72
0.08
0.39
100.00
Shareholders
% of shareholders
1
354
247
3
7
4
12
34
3123
60
9
29
3
16
0.03
9.07
6.33
0.08
0.18
0.10
0.31
0.87
80.04
1.54
0.23
0.74
0.08
0.41
3,902
100.00
ANNUAL REPORT
2 0 1 4
Shares
19,190
46,122,695
966,863
2,221
99,114,867
2,700
58,693,244
50,751,589
11,737,545
549,868
108,660,745
2,134,883
3,369
5,667,572
84,427,351
Shares
4,290
45,430,001
966,863
2,221
98,231,598
2,700
58,693,340
52,375,430
9,829,341
672,643
110,257,664
2,119,600
3,369
5,838,291
384,427,351
% of Shares
0.00
12.00
0.25
0.00
25.79
0.00
15.27
13.20
3.05
0.14
28.27
0.56
0.00
1.47
100.00
% of Shares
0.00
11.82
0.25
0.00
25.55
0.00
15.27
13.62
2.56
0.17
28.68
0.55
0.00
1.52
100.00
87
ANNUAL REPORT
2 0 1 4
% Shareholding
18.52
8.99
8.99
8.99
8.36
6.91
5.60
4.39
4.39
3.52
% Shareholding
18.29
8.99
8.99
8.99
8.36
6.91
5.60
4.39
4.39
3.52
Number of
Shares
71,207,639
34,571,429
34,571,429
34,571,429
32,128,043
26,557,498
21,526,695
16,885,381
16,875,582
13,545,247
Number of
Shares
70,324,370
34,571,429
34,571,429
32,128,043
26,557,498
21,526,695
16,885,381
16,875,582
13,545,247
Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N V (FMO)
34,571,429
SHAREHOLDERS’ ANALYSIS (continued)
TOP TEN SHAREHOLDERS
2014
Rank
Shareholder
1
2
3
4
5
6
7
8
9
African Century Financial Investments Limited
Africinvest Financial Sector Holding
Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N V
Norwegian Investment Fund For Developing Countries (Norfund)
Old Mutual Life Assurance Company of Zimbabwe Limited
Old Mutual Zimbabwe Limited
Lalibela Limited
Alsace Trust
Cornerstone Trust
10
Wamambo Investments Trust
2013
Rank
Shareholder
1
2
3
4
5
6
7
8
9
African Century Financial Investments Limited
Africinvest Financial Sector Holding (Africinvest)
Norwegian Investment Fund For Developing Countries (Norfund)
Old Mutual Life Assurance Company of Zimbabwe Limited
Old Mutual Zimbabwe Limited
Lalibela Limited
Alsace Trust
Cornerstone Trust
10
Wamambo Investments Trust
88
ANNUAL REPORT
2 0 1 4
MEMBERS’ DIARY
Financial year end
Reports:-
- Announcement of annual results
- Annual financial statements posted to shareholders
- Annual General Meeting
- Announcement of the 2015 half-year results
Dividend payments:
-
Interim
- Final
31 December 2014
26 March 2015
April 2015
21 May 2015
August 2015
n/a
n/a
89
SECRETARY AND REGISTERED OFFICE
ANNUAL REPORT
2 0 1 4
Company Secretary
V. Mutandwa
Registered Offices
4th Floor
Unity Court
Corner 1st/ Kwame Nkrumah Avenue
Harare
Zimbabwe
Telephone: +263 4 759651-9 / 759601-6
Facsimile: +263 4 759648
Website: http://www.nmbz.co.zw
Email: enquiries@nmbz.co.zw
Auditors
KPMG Chartered Accountants (Zimbabwe)
Mutual Gardens
100 The Chase (West)
Emerald Hill
Harare
Zimbabwe
Transfer Secretaries
In Zimbabwe
First Transfer Secretaries
1 Armagh Avenue
Eastlea
Harare
Zimbabwe
Legal Advisors
In Zimbabwe
Gill, Godlonton & Gerrans
7th Floor, Beverley Court
100 Nelson Mandela Avenue
Harare
Zimbabwe
NMB Centre
Corner George Silundika Avenue/
Leopold Takawira Street
Bulawayo
Zimbabwe
+263 9 70169
+263 9 68535
In UK
Computershare Investor Services PLC
The Pavilion
Bridgewater Road
Bristol
BS599 6ZZ
United Kingdom
In UK
Dechert
160 Queen Victoria Street
London
EC4 V4 QQ
UK
90