Salam 2015
Salam 2015
Salam 2015
OUR MISSION
• Become a “one-stop-shop” for Islamic
financial services.
• Create a strong onshore presence in select
countries.
• Develop a premier brand image as an Islamic
financial shaper.
• Achieve high returns for stakeholders
commensurate with the risks undertaken.
CORPORATE OVERVIEW
Al Salam Bank-Bahrain (ASBB) was established on 19 January 2006 in the Kingdom of
Bahrain with paid-up capital of BD120 million (US$ 318 million) and was the largest Initial
Public Offering (IPO) in the Kingdom’s history with subscriptions reaching over BD2.7 billion
(US$ 7 billion). Currently, ASBB paid-up capital is BD214 million (US$ 567 million). The Bank
commenced commercial operations on 17 April 2006. ASBB was listed in Bahrain Bourse on
27 April 2006 and subsequently in Dubai Financial Market (DFM) on 26 March 2008.
ASBB offers its customers a complete range of innovative and unique Shari’a-compliant
financial products and services through its extended network of 11 branches and 35 ATMs
utilizing the latest technologies to meet various banking requirements. In addition to its retail
banking services, the Bank also offers Corporate Banking, Private Banking, Investment as well
as Treasury services. The Bank’s high-calibre management team comprises of a highly qualified
and internationally experienced professionals with proven expertise in key areas of banking,
finance and related fields.
Key factors that contribute to the Bank’s distinct market differentiation include:
ASBB is adopting internationally recognized standards and best practices in areas such as
corporate governance, compliance and risk management, operating with the highest levels of
integrity, transparency and trust.
Mr. Alabbar is the founder and major shareholder of RSH, the leading Singapore-based pan-Asian marketer,
distributor and retailer of some 60 international fashion and lifestyle brands through more than 70 outlets in
more than 20 countries.
He is also a board member of Eagle Hills, a UAE-based real estate development company focused on large-
scale projects in high-growth international markets. He serves on the board of Manara Developments in Bahrain
and Noor Investment Group, an affiliate of Dubai Group, the leading diversified financial company of Dubai
Holding.
A member of the Dubai World Expo 2020 Preparatory Committee, Mr. Alabbar is actively involved in the
developmental work being undertaken in preparation to host the event.
Mr. Alabbar is a graduate in Finance and Business Administration from the Seattle University in the US,
and holds an Honorary Doctorate from the University in addition to serving on its Board of Trustees. A keen
sportsman, Mr. Alabbar is an active member of the UAE’s endurance horse racing community.
Executive
Director since: 05 May 2008
Term started: 24 February 2015
Experience: more than 32 years
A Certified Public Accountant (CPA), Mr. Taqi has been active in the banking
and financial services industry since 1983. During his career, Mr. Taqi worked
in leading positions for a number of institutions in the Kingdom of Bahrain.
Prior to joining Al Salam Bank-Bahrain, he was Deputy General Manager of
Kuwait Finance House (Bahrain), where he was responsible for establishing
Kuwait Finance House Malaysia. Prior to this, Mr. Taqi spent 20 years with
Ernst & Young, during which time he provided professional services for many
regional and international financial institutions. During his career with Ernst &
Young, Mr. Taqi was promoted as Partner, responsible for providing auditing and
consultancy services to the Islamic financial firms. He is currently the Chairman
of Manara Developments Company B.S.C.(c), Amar Holding Company
B.S.C.(c), affiliates of ASBB, board member of the Housing Bank (Bahrain),
Aluminium Bahrain (ALBA), and the Deputy Chairman of King Faisal Corniche
Development Co.
Dr. Hussein Hamid Hassan holds a PhD from the Faculty of Shari’a, Al Azhar
University, Cairo, Egypt; and a Master’s in Comparative Jurisprudence and
Diploma in Comparative Law (both of which are the equivalent of a PhD) from
the International Institute of Comparative Law, University of New York, USA.
He also holds a Masters in Comparative Juries, and Diplomas in Shari’a and
Private Law, from the University of Cairo; and an LL B in Shari’a from Al Azhar
University. He is the Chairman and member of the Shari’a Supervisory Board in
many of the Islamic Financial Institutions. In addition, Dr. Hassan is Chairman of
the Assembly of Muslim Jurists, Washington, USA; a member of the European
Islamic Board for Research & Consultation, Dublin, Ireland; and an Expert at the
Union of Islamic Banks, Jeddah, Kingdom of Saudi Arabia.
Dr. Ali Daghi holds a PhD in Shari’a and Law, and a Master’s in Shari’a and
Comparative Fiqh, from Al Azhar University, Cairo, Egypt. He also holds
a BSc. in Islamic Shari’a from Baghdad University, Iraq; a certificate of
traditional Islamic Studies under the guidance of eminent scholars in Iraq;
and is a graduate of the Islamic Institute in Iraq. He is currently Professor of
Jurisprudence in the faculty of Shari’a law and Islamic Studies at the University
of Qatar. He sits on the Boards of Shari’a Supervisory Boards for several banks
and financial institutions. Dr. Al’qurra Daghi is also a member of the Islamic
Fiqh Academy, the Organisation of Islamic Conference, the European Muslim
Council for Efta and Researches, the International Union of Muslim Scholars,
and the Academic Advisory Committee of the Islamic Studies Centre, Oxford
University, UK. He also has published several research papers tackling various
types of Islamic Finance, Islamic Fiqh, Zakah and Islamic Economy.
Shaikh Adnan Al Qattan holds Master’s degree in the Quran and Hadith from
the University of Um Al-Qura, Makka, Kingdom of Saudi Arabia; and Bachelor’s
degree in Islamic Shari’a from the Islamic University, Madeena, Saudi Arabia.
Shaikh Al Qattan is also a Judge in the Shari’a Supreme Court, Ministry
of Justice – Kingdom of Bahrain. Shaikh Al Qattan is a Member of Shari’a
Supervisory Boards for several Islamic banks and he is also Chairman of Al
Sanabil Orphans Protection Society, Chairman of the Board of Trustees of the
Royal Charity Establishment under the Royal Court - Kingdom of Bahrain, and
President of the Kingdom of Bahrain Hajj Mission. In addition, he is a Friday
sermon orator at Al-Fatih Grand Mosque. Shaikh Al Qattan contributed to
drafting the Personal Status Law for the Ministry of Justice and is a regular
participant in Islamic committees, courses, seminars and conferences.
Dr. Mohamed Zoeir holds PhD in Islamic Economy; Master’s degree in Islamic
Shari’a (Economy); Bachelor’s degree in Management Sciences; and a Higher
Diploma in Islamic Studies. He is Member of the Fatwa Board in a number of
Islamic financial institutions and has 18 years of experience with Egypt Central
Bank. Dr. Zoeir was also the Head of Shari’a compliance in Dubai Islamic
Bank.
Mr. Arif Janahi is a well-nurtured commercial banker with more than 21 years
of experience in Operations and Corporate Banking. He started his career with
a well-known conventional bank before expanding his exposure with another
conventional commercial bank where he was responsible to promote Corporate
Banking products and services in the local market and the GCC. In 2006, Mr.
Janahi joined Al Salam Bank – Bahrain as Head of Corporate Banking where
he was responsible to establish the Department in liaison with the concerned
committees and other departments in Al Salam Bank. Throughout the last 20
years of banking, Mr. Janahi gained a good experience in both conventional
and Islamic banking backed by strong market network, knowledge of banking
products, and credit assessment. Mr. Janahi holds an MBA from the University
of Hull, UK.
Global growth was subdued in 2015 and was exacerbated by a crash in oil prices during the
last quarter of the year. The challenges of the global economic meltdown continued in 2015
lead by a Chinese downturn due to weaker demand of commodities which negatively impacted
their prices. In a development unprecedented since the 1980s, most of the largest emerging
economies in each region have been slowing simultaneously for three consecutive years.
The economic re-balancing in China is a major concern to global economic recovery. Brazil
and Russia have been going through severe adjustments in the face of external and domestic
challenges. This coupled with geopolitical tensions casts a serious question on timing of
recovery.
The IMF World Economic Outlook report forecasted global growth of 3.1% in 2015, 0.3%
lower than in 2014 and projected a growth of 3.4% and 3.6% for 2016 and 2017 respectively.
The Gulf Cooperation Council markets too felt the impact with a significant drop in foreign
exchange reserves with intensifying regional conflicts impeding growth.
The full impact of the adverse economic developments of 2015 is likely to be felt in 2016 in
terms of challenging medium-term fiscal sustainability.
In spite of the increased pessimism about the global growth outlook, confidence
in the GCC economy has held up well. GCC economy continues to depend
on non-oil sector for its growth drivers and higher-than-expected activity in
the oil sector. Activity in Bahrain has continued to benefit from the ongoing
implementation of a substantial infrastructure project pipeline supporting
confidence in the face of unusual market volatility. Bahrain’s non-oil growth
remained robust with consistent growth of approximately 4.5% with major
contribution in year-on-year growth in construction sector of 7% in the first half
of 2015. However, challenges continue to remain for taking necessary steps to
manage budgetary deficits.
The Group reported a 25% increase in gross operating income from BD46.1 million in 2014 to
BD57.8 million in 2015, due to renewed focus on core banking activities comprising corporate,
commercial and retail banking. Strict cost control measures were implemented in 2015 to bring
the total operating expenses of the Group from BD26.4 million to BD25.3 million, a decrease
of 4.4%. The net profit attributable to shareholders of the Bank for the year was BD12.3 million
after taking into consideration asset provisions of BD22.9 million.
In the backdrop of a challenging business climate, the above results are by any measure
impressive and were achieved by focusing on timely exit from investments and Sukuks while
thrusting on core banking optimization.
The Directors of the Bank believe that the Group is poised to achieve its vision of being
a regional force in the Islamic financial services industry. We express our gratitude to the
shareholders and the senior management for their relentless efforts taken in successfully
executing the strategy to put the respective systems and operational controls in place.
In terms of investments, the Bank adopted a cautious approach in selecting investments in line
with the Board’s risk appetite and prevailing market conditions. Due to the continued slump
in oil prices, the Group adopted a prudent and conservative policy of providing BD9.4 million
towards its exposures to alternative energy assets. Exposures to investments in aviation sector
were also affected due to declaration of bankruptcy by a leading Southeast Asian airline. Due
to the failure of this carrier to honour its lease obligations, the underlying value of an aircraft fell,
warranting a provision of BD7.6 million. On a positive note, the Group successfully acquired
equity interest in Boeing777-300ER aircraft with a lease to a leading regional airline and exited
the same on a profitable note.
The year also saw another successful exit of the Group’s participation in a prime retail property
in France at a gain.
In summary, the investment business experienced ups and downs during the fiscal year with
gains assisting in partially mitigating the losses from aviation and alternative energy assets.
The Bank continued to expand its financial institution group network with a net lending position
of BD135 million as of 31 December 2015 and holding a large portfolio of sovereign Sukuks.
Financially, fiscal year 2015 saw the Group earning a net profit of BD12.3 million, as compared
to a net profit of BD15.6 million in 2014. The gross operating income amounted to BD57.8
million compared to BD BD46.1 million in 2014, representing an increase of 25%. The
earnings per share (EPS) for the year amounted to 5.8 fils against 8.0 fils achieved in 2014.
The total operating expenses of the Group decreased from BD26.4 million in 2014 to BD25.3
million in 2015.
BD’000
As required by the Central Bank of Bahrain rulebook set out below are the interests of directors
and senior managers in the shares of Al Salam Bank-Bahrain B.S.C. and the distribution of the
shareholdings as of 31 December 2015.
31/12/2015
Directors’ shares 1,691,553
Senior managers’ shares 96,999
1,788,552
2015
% of total
No. of Outstanding
No. of shares Shareholders Shares
Percentage of shares held
Less than 1% 884,333,208 23,137 41.31
1% up to less than 5% 812,329,368 16 37.94
More than 5% 444,268,176 2 20.75
Total 2,140,930,752 23,155 100.00
The directors take this opportunity to express their appreciation to the leadership led by HM
King Hamad bin Isa Al Khalifa, HRH the Prime Minister Prince Khalifa bin Salman Al Khalifa
and HRH the Crown Prince, Deputy Supreme Commander and First Deputy Premier Prince
Salman bin Hamad Al Khalifa, the Ministry of Finance, the Ministry of Industry and Commerce,
the Central Bank of Bahrain, the Bahrain Bourse, correspondents, customers, shareholders
and employees of the Bank for their support and collective contribution since the establishment
of the Bank and we look forward to their continued support in the fiscal year 2016.
9 February 2016
Manama, Kingdom of Bahrain
The continued drop in oil prices impacted the asset growth in 2015 with fewer lending
opportunities in the banking sector and in the region and also created uncertainties in market
conditions. In light of the above, the Group shifted its focus towards high quality assets and
adopted a wise strategy of running off expensive deposits and deploying liquidity in sovereign
assets. This led to the surge in CBB sukuks to BD313.1 million at end of 2015 as compared
to BD145.8 million at the end of 2014. The Bank also adopted this strategy due to limited
availability of Sharia compliant fixed income instruments. Balance sheet footing was optimized
by reducing total assets of the Group to BD1,656.6 million at 31 December 2015 from
BD1,955.3 million at 31 December 2014.
On the retail front, the Bank enhanced its presence in the Capital and Southern
Governorates of Kingdom of Bahrain in 2015 with the opening of branch in Seef
Al Muharraq Mall and three new ATMs. The Bank branches and ATM network
now include 11 branches and 35 ATMs positioned strategically across Kingdom
of Bahrain.
The year also saw another successful exit of the Group’s participation in a prime retail property
in France at a gain.
In summary, the investment business experienced ups and downs during the fiscal year with
gains assisting in partially mitigating the losses from aviation and alternative energy assets.
Our Private Banking Department has an outstanding year exiting some investments whilst
managing its total placements of more than 100 million dollars, stabilizing the overall financing
assets and deposits.
Overall the Group maintained a moderate approach to banking practices and relied on its
core competencies in financing activities. The emphasis was on adherence to prudent risk
management practices in granting new financing facilities and acquiring investments.
The capital adequacy continued to reflect a healthy ratio of 20.1% as of the end of the fiscal
year against a mandatory Central Bank of Bahrain requirement of 12.5%.
As we continue our journey in 2016, on behalf of all the shareholders and the Board of
Directors, I would like to take this opportunity to express my heartfelt appreciation to the wise
leadership of the Kingdom of Bahrain led by His Majesty King Hamad bin Isa Al Khalifa, HRH
the Prime Minister Prince Khalifa bin Salman Al Khalifa and HRH the Crown Prince, Deputy
Supreme Commander and First Deputy Premier Prince Salman bin Hamad Al Khalifa for their
firm support. I am also grateful to the Board of Directors, Ministry of Industry, Commerce and
Tourism, Central Bank of Bahrain, Bahrain Bourse for their continued support and guidance.
I thank our valuable shareholders and loyal customers whose continued support is vital for
the Bank’s future growth. Finally, I express my sincere gratitude to the team at Al Salam Bank
Bahrain BSC for their teamwork and perseverance which forms the key to our success till date.
The challenges of the world economy continued in 2015 with global growth severely restrained
due to weakening of commodity prices (i.e. oil, etc.), by the Chinese downturn, meltdown of
global trade capital flows and a continued deceleration of economic activity amongst emerging
economies. The slowdown in China, the challenges in Brazil and Russia, the legacy of debt
and disharmony in Europe and the US and battered global markets have added to the gloomy
outlook of the markets. The IMF World Economic Outlook report forecasted global growth of
3.1% in 2015, 0.3% lower than in 2014.
Business Environment
Against the backdrop of a bleak world economy and the fall in oil prices, the GCC economy
maintained its resilient posture, standing firm. The decline in foreign exchange reserves
concurrent with the region’s conflicts impacted growth but the planned diversification to the
non-oil sector has reaped dividends for the GCC economy.
The implementation of the infrastructure project pipeline benefitted Bahrain against the weak
market dynamics. Bahrain’s non-oil growth remained robust with consistent growth of
approximately 4.5% with major contribution in year-on-year growth in construction sector of 7%
in the first half of 2015. However, challenges continue to remain for taking necessary steps to
manage budgetary deficits. The Kingdom’s Gross Domestic Product (GDP) expanded to 2.4%
in the third quarter of 2015, despite market volatility.
Financial Performance
The Bank shifted its focus towards high quality assets due to the uncertainties in market
conditions. This was evidenced by increased exposure to sovereign Sukuks from BD145.8
million at the end of 2014 to BD313.1 million at the end of 2015. In view of the market
conditions, the Group had been selective in financing in order to maintain or enhance asset
quality. As a result, shedding liquidity by running off expensive deposits and deploying liquidity
of sovereign assets was a strategy pursued by the Group in 2015. This had resulted in the
Group consciously reducing its customer deposits by circa 20.8% in 2015 to reduce the cost
of liabilities. Limited availability of investment grade Shari’a compliant fixed income instruments
was another major factor that drove management to pursue this strategy. Balance sheet footing
was optimized by reducing total assets of the Group to BD1,656.6 million from BD1,955.3
million at 31 December 2014.
The Bank continued to expand its financial institution, group network with a net lending position
of BD135 million as of 31 December 2015 and holding a large portfolio of sovereign sukuks.
Financially, fiscal year 2015 saw the Group earning a net profit attributable to the shareholders
of BD12.3 million, as compared to a net profit of BD15.6 million in 2014. The earnings per
share (EPS) for the year amounted to 5.8 fils against 8.0 fils achieved in 2014.
The net profit attributable to shareholders of the Bank for the year was BD12.3 million after
taking into consideration recognition of provision of asset impairment of BD22.8 million.
Capital Adequacy
Al Salam Bank-Bahrain B.S.C. continues to enjoy strong financial solvency and liquidity.
In accordance with the Basel III capital adequacy guidelines, the Bank’s capital adequacy
continued to reflect a healthy ratio of 20.1% as of the end of the fiscal year against a mandatory
Central Bank of Bahrain requirement of 12.5%.
Asset Quality
The Bank continues to maintain a conservative approach in selecting new assets for financing
and investments. As at the end of the fiscal year, 79.3% of the financing portfolio has been
classified under the “satisfactory” category. Total provisions for financing portfolio was BD29.6
million (2014: BD9.8 million). Additionally, the Bank has set up a dedicated Asset Remedial and
Collection Unit and put in place a robust mechanism to closely monitor past due facilities.
BANKING ACTIVITIES
Corporate Banking
The Corporate Banking business for the year 2015 remained upbeat. The division laid strong
emphasis on functional & structural changes - enhancement of its processes & systems,
aligning of expertise and focus on human resources, to optimize cost and efficiency. A series
of diligent studies allowed for a subsequent strategy resulting in implementation of an optimal
production framework. The framework enabled a focused and high quality customer service
offering with efficient working controls. The year witnessed the ongoing successful execution of
the merging Islamic with the Conventional Corporate Banking Systems vis a vis the BMI Bank
merger.
A calculated risk approach was adhered to in selecting new asset bookings. The department
strengthened its liquidity position by prudent portfolio diversification. Exposure to gain security
in financing and loans enhanced credit quality. We reduced concentration on the contracting
sector due to market volatility.
The Corporate Banking department was the first to aid in the conversion of assets into Shari’a-
compliant facilities, streamlining it under the Al Salam Brand. Financing was extended to
government, semi-government and private sector entities. The Group continued its support to
Tamkeen providing support to SME business segment. In lieu of the changes and the support,
a positive change was witnessed in the credit practice for SME’s underlining the value and role
of the Group. The essence of 2015 was in facilitating and enhancing relationships with its core
customer clientele whilst also being cautious in streamlining the client base, so as to have a
positive impact on the bottom line.
Retail Banking
Retail Banking accomplished significant milestones from the business association between
Al Salam Bank – Bahrain and BMI Bank - ensuring a unified and superior customer experience
across the group network. These milestones included 100% conversion of BMI Bank
performing conventional portfolio to Shari’a compliance; the launch of a refreshed savings
scheme which served the group combined customer base featuring the largest prize pool in the
scheme history; introduction of a unified credit card offering, including market leading loyalty
schemes of up to 1% instant cash back; launch of the Go Green campaign and standardization
of the Group’s offerings.
In addition, Retail Banking signed two strategic agreements supporting its plan to differentiate
itself through improved customer experience. The first was with Visa International to support
the bank’s efforts in introducing new and innovative card products. The second was with Eskan
Bank for the extension of special financing schemes to include joint mortgage finance “Pari
Passu” and the social housing scheme.
The year 2015 saw the launch of a new Branch in Seef Al Muharraq Mall and three new ATMs
to enhance our presence in the Capital and Southern Governate, a total of 11 branches and 35
ATMs.
Private Banking
The Private Banking Department had another outstanding year, profitable in terms of its
performance and contribution to the bottom-line. The department continued to attract new
deposits and book strong financial assets.
The Private Banking Department focused on the value proposition of its exclusive clientele
namely: bespoke service, speed and confidentiality. It leveraged its position to perform
remarkably as an independent unit with its own legal, credit and administration department. The
dedicated business unit with the highest level of discretion required has seen the strategy pay
rich dividends. The Department exited some investments whilst its total placements managed,
amounted to more than US$100 million, stabilizing the overall financing assets and deposits.
The focus on creative products was a value add in the overall strategy. The department offered
alternative Shari’a-compliant investment products guaranteeing a steady income with minimum
market volatility. This resulted in a substantial increase of the customer base. The Government’s
Sukuk Scheme leveraged by the department also witnessed tremendous success.
Investments
On its Exit strategy, the year also saw another successful exit of the Group’s participation in a
prime retail property in France at a gain.
On the whole, the investment business experienced ups and downs during the fiscal year with
gains assisting in partially mitigating the losses from aviation and alternative energy assets.
Information Technology
New and improved methods in maintaining high customer service standards continued to be
the focus in 2015. The team worked tirelessly to ensure efficiency and progress of the network,
service and resource levels whilst facilitating a smooth functioning of the departments and
unifying the processes of both banks.
The IT department’s comprehends its role of being the core nerve center of the group and
has left no stone unturned in meeting and adhering to the varied needs of all concerned
departments, meeting the corporate strategy mandate.
Strong emphasis on Corporate Governance has been the mandate of the Management.
The Management continued to support initiatives to improve the knowledge and practice
of Corporate Governance within the Group. Compliance with the Central Bank of Bahrain
guidelines and other regulatory guidelines is a fundamental element of the Group’s operating
environment.
The focus during 2015 has been on integration and enhancement of the Risk Management
framework at the Group level. Policies and procedures underwent a thorough review and
particular focus was placed on enhancing the Basel III and ALM – Asset Liability Management
systems to be in sync with the development of the industry and the vision of the Group.
The Group is seeking to continue enhancing its world-class systems to support the monitoring
activities. The Group adheres to the Financial Crimes Module of Central Bank of Bahrain’s
rulebook. The module contains Bahrain’s current anti-money laundering legislation, developed
under the directives of the Financial Action Task Force, which is the international organization
responsible for developing global anti-money laundering policies.
During the year, in line with the Central Bank of Bahrain guidelines, the Group and its
subsidiaries successfully completed its registration under Foreign Account Tax Compliant Act
(“FATCA”). The Group places significant emphasis on understanding its customers and their
financial activities. The new customer onboarding process of the Group has been updated
to identify US persons. The Group has implemented state of the art world-class systems to
support the monitoring activities. Proper due diligence is conducted to ensure that the financial
activities of its customers are performed in accordance with the guidelines issued by the
regulatory authorities.
Human Capital
Attracting, retaining and developing the best local talent is a key focus for the Bank’s Human
Resource team. Testament to the Bank’s commitment to enhancing the pool of local talent is
the fact that the Group achieved an impressive Bahranization rate of 90% as of 31 December
2015. During the year the Group continued to focus on training and development, dedicating
almost 9,003 hours to staff training programs.
While providing the necessary training and skills to employees, the Group continues its
commitment to developing the Kingdom’s future generation. During the year the Group worked
in collaboration with leading educational institutions and youth leadership programs in order to
prepare the youth of Bahrain for the workforce.
Aligned with this endeavor, Al Salam Bank-Bahrain lent its support to INJAZ Bahrain, a
prominent Bahraini Youth Leadership program, with 18 of the Group’s staff volunteering their
time and energies to various INJAZ programs. As well as providing staff, volunteers, ASBB also
hosted a number of INJAZ students including 21 students from the University of Bahrain and
other Secondary Schools as part of “The Company” program, and 15 students as part of “The
Shadow” Program. These programs add immense value to the youth of Bahrain and the Bank
is committed to their ongoing support.
The annual summer trainee program was a great success again in 2015. As part of the
program, the Bank hosted 33 graduate students from various universities across the Kingdom
for two months. The program included workshops as well as graduate placements in various
departments.
The Group’s initiatives was highly appreciated by the participating graduates who gained
invaluable preparation for their future careers. In addition, the Bank hosted a number of
students under the Ithra program, a program sponsored by Al Mobarah Al Khalifia.
The Bank has nominated three Executives to attend the Leadership Grooming Program through
CBB’s Prestigious Waqf Fund. This program has been delivered by IVY Business School
in Hong Kong and Canada with 34 other Bahrainis from different Islamic Banks, aimed at
developing the next generation of Islamic banking industry leaders and to improve leadership
skills, strategic thinking and ethical orientation of the participants.
The Bank aspires to the highest standards of ethical conduct: doing what it says; reporting
results with accuracy and transparency and maintaining full compliance with the laws, rules and
regulations that govern the Bank’s business. Since 2010 when the new Corporate Governance
Code was introduced by the Central Bank of Bahrain, the Bank has been implementing several
measures to enhance its compliance with the corporate governance rules. A separate section
on the status of compliance with the corporate governance rules and High Level Controls
Module is included in this report.
SHAREHOLDERS
Country of
Name No. of shares % Holding
origin
Bank Muscat ( S.A.O.G. ) Oman 315,494,795 14.74
Overseas Investment S.P.C. Bahrain 128,773,381 6.01
Al Rushd Investments W.L.L. UAE 105,000,000 4.90
Tasameem Real Estate Company L.L.C. UAE 102,264,615 4.78
D S L Yachts W.L.L. UAE 77,450,000 3.62
Gimbal Holding Company S.P.C Bahrain 75,553,633 3.53
First Energy Bank B.S.C. Bahrain 73,884,098 3.45
Royal Court Affairs, Sultanate of Oman Oman 70,825,359 3.31
Securities and Investment Company Bahrain 62,965,798 2.94
B.S.C. (c)
National Bank of Abu Dhabi PJSC UAE 38,500,000 1.80
Aabar Investments PJSC UAE 38,000,000 1.77
Al Sueban Company Bahrain 26,250,000 1.23
Global Express Company W.L.L. Bahrain 25,000,000 1.17
Falcon Private Bank Ltd. UAE 24,149,435 1.13
HRH Prince Mohammed Bin Fahad Bin Saudi Arabia 21,708,750 1.01
Abdulaziz
No. of Ownership
Nationality shares percentage
Bahraini
Government - -
Institutions 462,609,907 21.61
Individuals 125,252,725 5.85
GCC
Government 70,825,359 3.31
Institutions 778,143,156 36.35
Individuals 425,399,845 19.87
Other
Institutions 184,982,483 8.64
Individuals 93,717,277 4.38
BOARD OF DIRECTORS
The Board of Directors provides central leadership to the Bank, establishes its objectives and
develop the strategies that direct the ongoing activities of the Bank to achieve these objectives.
Directors determine the future of the Bank through the protection of its assets and reputation.
They will consider how their decisions relate to “stakeholders” and the regulatory framework.
Directors shall apply skill and care in exercising their duties to the Bank and are subject to
fiduciary duties. Directors shall be accountable to the shareholders of the Bank for the Bank’s
performance and can be removed from office by them.
The primary responsibility of the Board is to provide effective governance over the Bank’s affairs
for the benefit of its shareholders, and to balance the interests of its diverse constituencies
including its customers, correspondents, employees, suppliers and local community. In all
actions taken by the Board, the directors are expected to exercise their business judgment
in what they reasonably believe to be in the best interests of the Bank. In discharging that
obligation, directors may rely on the honesty and professional integrity of the Bank’s senior
executives and external advisors and auditors.
Board Composition
The Board consists of members of high-level professional skills and expertise. Furthermore,
in compliance with the corporate governance requirements, the Board Committees consist
of Members with adequate professional background and experience. The Board periodically
reviews its composition and the contribution of Directors and Committees.
The principal role of the Board of Directors (the Board), is to oversee the implementation of the
Bank’s strategic initiatives and its functioning within the agreed framework, in accordance with
relevant statutory and regulatory structures. The Board is also responsible for the consolidated
financial statements of the Group. The Board ensures the adequacy of financial and operational
systems and internal control, as well as the implementation of corporate ethics and the code
of conduct. The Board has delegated responsibility for overall management of the Bank to the
Chief Executive Officer.
The Board reserves a formal schedule of matters for its decision to ensure that the direction
and control of the Bank rests with the Board. This includes strategic planning, performance
reviews, material acquisition and disposal of assets, capital expenditure, authority levels,
appointment of auditors and review of the financial statements and financing activities including
annual operating plan and budget, ensuring regulatory compliance and reviewing the adequacy
and integrity of internal controls. All policies pertaining to the Bank’s operations and functioning
are to be approved by the Board.
Each Director holds the position for three years, after which he must present himself to the
Annual General Meeting of shareholders for re-appointment. The majority of ASBB Directors
(including the Chairman and/or Vice Chairman) are required to attend the Board meetings in
order to ensure a quorum.
1. The Bank shall be administered by a Board of Directors consisting of not more than
fourteen members and not less than five members. The Board’s term shall be three years
which may be renewed.
2. Each shareholder owning 10% or more of the capital may appoint whoever represents him
on the Board to the same percentage of the number of the Board members. His right to
vote shall be forfeited for the percentage he has exercised to appoint his representative. If
a percentage is left after exercising his right to nominate, he may use such percentage to
vote.
3. Other members of the Board shall be elected by the General Assembly by secret ballot.
The Board of Directors shall elect, by secret ballot, a Chairman and one or more Vice Chairman
every three years. The Vice Chairman shall act for the Chairman during his absence or if there
is any barrier preventing him.
Article 29 of the Article of Association covered the “Termination of Membership in the Board of
Directors”. It provided the following:
A Director shall lose his office on the Board in the event that he:
a. Fails to attend four consecutive meetings of the Board in one year without an acceptable
excuse, and the Board of Directors decides to terminate his membership;
c. Forfeits any of the provisions set forth in Article 26 of the Articles of Association;
e. Has abused his membership by performing acts that may constitute a competition with the
Company or caused actual harm to the Company.
Independence of Directors
An independent director is a director whom the Board has specifically determined, has no
material relationship which could affect his independence of judgment, taking into account all
known facts. The Directors have disclosed their independence by signing the Directors Annual
Declaration whereby they have declared that during 2015 that they have met all the conditions
stipulated under Appendix A of the Corporate Governance Code.
All current Directors were elected for a three-year term on 24 February 2015.
When the new Board of Directors was elected on 24 February 2015 all directors were
provided with information related to the Corporate Governance Guidelines and the Board
Charter, Committee and the Code of Conduct, policies and other documents were reviewed.
Members of the Board of Directors have been requested to assess their self-performance,
how the Board of Directors’ operate, evaluate the performance of each committee in light of
the purposes and responsibilities delegated to it, their attendance and their involvement in the
decision making process.
Remuneration of Directors
Remuneration of the Directors as provided by Article 36 of the Articles of Association states the
following:
“The General Assembly shall specify the remuneration of the members of the Board of
Directors. However, such remunerations must not exceed in total 10% of the net profits after
deducting statutory reserve and the distribution of dividends of not less than 5% of the paid
capital among the shareholders. The General Assembly may decide to pay annual bonuses to
the Chairman and members of the Board of Directors in the years when the Company does not
make profits or in the years when it does not distribute profits to the shareholders, subject to
the approval of the Minister of Industry and Commerce.”
“The Board, based upon the recommendation of the Remuneration and Nomination Committee
and subject to the laws and regulations, determines the form and amount of director
compensation subject to final approval of the shareholders’ at the Annual General Assembly
meeting. The Remuneration and Nomination Committee shall conduct an annual review of
directors’ compensation.”
Per the Directors’ Appointment Agreement, the structure and level for the compensation for the
Board of Directors consist of the following:
1. Annual remuneration subject to the annual financial performance of the Bank and as per the
statutory limitation of the law.
2. The total amount payable to each Board member with respect to Board and Committee
meetings attendance shall be taken into consideration when determining each member’s
annual remuneration.
3. The remuneration of the Board of Directors will be approved by the shareholders at the
Annual General Assembly.
In addition to the above, Directors who are employees of the Bank shall not receive any
compensation for their services as directors. Directors who are not employees of the Bank
may not enter into any consulting arrangements with the Bank without the prior approval of
the Board. Directors who serve on the Audit Committee shall not directly or indirectly provide
or receive compensation for providing accounting, consulting, legal, investment banking or
financial advisory services to the Bank.
The Board has adopted a Charter which provides the authority and practices for governance
of the Bank. The Charter was approved by the Board with the beginning of its term in 2012
and includes general information on the composition of the Board of Directors’, classification
of Directors’, Board related Committees, Board of Directors’ roles and responsibilities, Board
of Directors’ code of conduct, Board remuneration and evaluation process, insider dealing,
conflict of interest and other Board related information.
Conflict of Interest
The Bank has a documented procedure for dealing with situations involving “conflict of interest”
of Directors. In the event of Board or its Committees considering any issues involving “conflict
of interest” of Directors, the decisions are taken by the full Board/Committees.The concerned
Director abstains from the discussion/ voting process. These events are recorded in Board/
Committees proceedings. The Directors are required to inform the entire Board of (potential)
conflicts of interest in their activities with, and commitments to, other organisations as they arise
and abstain from voting on the matter. This disclosure includes all material facts in the case of a
contract or transaction involving the Director.
Code of Conduct
The Board has an approved Code of Conduct for ASBB Directors. The Board has also
approved a Code of Ethics for the Executive Management and staff that include “whistle-
blowing” procedures. The responsibility for monitoring these codes lies with the Board of
Directors. The Directors’“Code of Conduct” is published on the Bank’s website. The directors’
adherence to this Code of Conduct is periodically reviewed.
The Board of Directors meets at the summons of its Chairperson or her Deputy (in event of
his absence or disability) or if requested to do so by at least two Directors. According to the
Bahrain Commercial Companies Law and the Bank’s Articles of Associations, the Board meets
at least four times a year. A meeting of the Board of Directors shall be valid if attended by half of
the members in person. During 2015, five Board meetings were held at the Bank’s premises as
follows:
Board Meetings in 2015 - Minimum Four Meetings Per Annum
Members 4 Feb 24 Feb* 27 Apr 28 Sept 7 Dec
H.H. Shaikha Hessa bint Khalifa Al Khalifa a a a a a
H.E. Shaikh Khalid bin Mustahail Al Mashani a a a a a
H.E. Mohammed Ali Al Abbar - a - - -
Mr. Hussein Mohammed Al Meeza a a - a a
Mr. Salman Saleh Al Mahmeed a a a a a
Mr. Essam bin Abdulkadir Al Muhaidib a - a - a
Mr. Suleiman Mohamed Al Yahyai a a a a a
Mr. Hisham Saleh Al Saie a a a a a
Mr. Mohamed Shukri Ghanem N/A a a a a
Mr. Khalid Salem Al-Halyan N/A a a a a
Mr. Yousif Abdulla Taqi a a a a a
Mr. Hamad Tariq Al Humaidi** a N/A N/A N/A N/A
Mr. Habib Ahmed Kassem** a N/A N/A N/A N/A
Mr. Adnan Abdulla Al Bassam** a N/A N/A N/A N/A
Mr. Fahad Sami Al Ebrahim** a N/A N/A N/A N/A
* The second Board meeting was held immediately following the AGM meeting and there was no official invitation to it.
** Director in the previous Board term.
Directors’ Interests
No. of Shares
Members 2014 2015
There were no trading activities in the shareholdings of directors during the year except for the purchase of 298,734 shares
by Mr. Yousif Abdullah Taqi.
*Directors were not on the Board during 2014.
Related Entities
The Bank has a due process for dealing with transactions involving related parties. Any
such transaction will require the approval of the Board of Directors. The nature and extent of
transactions with related parties are disclosed in the consolidated financial statements.
While any transaction above BD5 million and up to BD10 million requires the approval of the
Executive Committee of the Board of Directors, any transaction above BD10 million requires
the approval of the Board of Directors of the Bank. In addition, when acquiring 20% of a
company Board approval is required regardless of the amount.
A financing facility has been provided to Mr. Hisham Saleh Al Saie. The details of the facility are
as follows:
The High Level Controls Module provides that no director should hold more than three
directorships in Bahrain public companies. All members of the Board of Directors meet this
requirement.
Board Committees
The Board level committees are formed, and the Board of Directors appoints their members, at
the beginning of each Board term. They are considered the high level link between the Board
and the Executive Management. The objective of these committees is to assist the Board in
supervising the operations of the Bank. The Committee reviews issues that are submitted by
the management to the Board and makes recommendations to the Board for their final review.
Below are certain information relating to the work of certain Board Committees during the
year 2015, summary of the dates of Committee meetings held, Directors’ attendance and a
summary of the main responsibilities of each Committee.
The full texts for the Terms of Reference for Board Committees (Executive Committee, Audit
and Risk Committee, and Remuneration, Nomination and Corporate Governance Committee)
are published on the Bank’s website.
Executive Committee
Committee Meetings in 2015 - Minimum four meetings per annum.
Four Committee meetings were held during 2015 as follows:
Summary of responsibilities: Reviews the internal audit program and internal control system,
considers major findings of internal audit review, investigations and management’s response,
ensures coordination among internal and External Auditors, monitors trading activities of
key persons and ensures prohibition of the abuse of inside information and disclosure
requirements and reviews the periodic risk reports.
The Board meets at least 4 times a year. Its members are remunerated by annual retainer fee
and sitting fees per meeting attended, with travel expenses reimbursed as appropriate. Its
members are not paid any performance-related remuneration.
EXECUTIVE MANAGEMENT
The Board delegates the authority for management of the Bank to the Group Chief Executive
Officer. The Group CEO and Executive Management are responsible for implementation
of decisions and strategies approved by the Board of Directors and the Shari’a Fatwa and
Supervisory Board.
Shares
Staff name 2014 2015
96,999 96,999
Management Committees
Recommending the risk policy and framework to the Board. Its Primary
role is the selection and implementation of risk management systems,
portfolio monitoring, stress testing, risk reporting to Board, Board
Credit/Risk Committee Committees, Regulators and Executive Management. In addition
to these responsibilities, individual credit transaction approval and
monitoring is an integral part of the responsibilities.
The performance bonus of the Chief Executive Officer is recommended by the Remuneration
and Nomination Committee and approved by the Board. The performance bonus of senior
management is recommended by the Chief Executive Officer for review and endorsement by
the Remuneration and Nomination Committee subject to Board approval.
COMPLIANCE
The Bank has in place comprehensive policies and procedures to ensure full compliance with
the relevant rules and regulations of the Central Bank of Bahrain and the Bahrain Bourse, the
Dubai Financial Market, the Emirates Securities & Commodities Authority, including anti-money
laundering, prudential and insider trading reporting. The Bank is in compliance with High Level
Control Module issued by the Central Bank of Bahrain.
INTERNAL CONTROL
Internal control is an active process that is continually operating at all levels within the Bank.
The Bank has established an appropriate culture to facilitate an effective internal control
process and for monitoring its effectiveness on a periodic basis. Every employee of the Bank
participate in the internal control process and contribute effectively by identifying risk at an
earlier stage and implementing mitigating controls at optimum cost. Residual risk is properly
communicated to the senior management and corrective actions are taken.
The Bank has established a Key Persons’ Policy to ensure that Key Persons are aware of the
legal and administrative requirements regarding holding and trading of the Bank’s shares, with
the primary objective of preventing abuse of inside information. Key Persons are defined to
include the Directors, Executive Management, designated employees and any person or firm
connected to the identified Key Persons. The ownership of the Key Persons’ Policy is entrusted
to the Board’s Audit Committee.
COMMUNICATION POLICY
The Bank recognizes that active communication with different stakeholders and the general
public is an integral part of good business and administration. In order to reach its overall
goals for communication, the Bank follows a set of guiding principles such as efficiency,
transparency, clarity and cultural awareness.
The Bank uses modern communication technologies in a timely manner to convey messages
to its target groups. The Bank shall reply without unnecessary delay, to information requests by
the media and the public. The Bank strives in its communication to be as transparent and open
as possible while taking into account bank confidentiality. This contributes to maintaining a high
level of accountability. The Bank also proactively develops contacts with its target groups and
identifies topics of possible mutual interest. The Bank reinforces clarity by adhering to a well-
defined visual identity in its external communications.
The Bank’s formal communication material is provided in both Arabic and English languages.
The Bank maintains a Legal Policy published on its website: www.alsalambahrain.com that
includes terms and conditions on the use of information published on the site.
The annual reports and quarterly financial statements, Board Charter and Corporate
Governance report are published on the Bank’s website. Shareholders have easy access to
various types of forms including proxies used for the Annual General Meeting. In addition,
forms are also available online to file complaints or make inquiries which are duly dealt with. The
Bank regularly communicates with its staff through internal communications to provide updates
of the Bank’s various activities.
To fulfill its goals for external communications, promoting its products and communicating with
its stakeholders, ASBB employs a variety of communications tools. The most important of them
are listed below.
The Bank has a whistle blowing policy with designated officials to whom the employee can
approach. The policy provides adequate protection to employees for any reports in good faith.
The Board’s Audit Committee oversees the implementation of this policy.
The directors have adopted the following code of conduct in respect of their behaviour:
• To act with honesty, integrity and in good faith, with due diligence and care, in the best
interest of the Bank and its stakeholders;
• To act only within the scope of their responsibilities;
• To have a proper understanding of the affairs of the Bank and to devote sufficient time to
their responsibilities;
• To keep confidential Board discussions and deliberations;
• Not to make improper use of information gained through the position as a director;
• Not to take undue advantage of the position of director;
• To ensure his/her personal financial affairs will never cause reputational loss to the Bank;
• To maintain sufficient/detailed knowledge of the Bank’s business and performance to make
informed decisions;
• To be independent in judgment and actions and to take all reasonable steps to be satisfied
as to the soundness of all decisions of the Board;
• Not to agree to the Bank incurring an obligation unless he/she believes at the time, on
reasonable grounds, that the Bank will be able to discharge the obligations when it is
required to do so;
• Not to agree to the business of the Bank being carried out, or cause or allow the business
to be carried out, in a manner likely to create a substantial risk of serious loss to the Bank’s
creditors;
• To treat fairly and with respect all of the Bank’s employees and customers with whom they
interact;
• Not to enter into competition with the Bank;
• Not to demand or accept substantial gifts from the Bank for himself/herself or his/her
associates;
• Not to take advantage of business opportunities to which the Bank is entitled for himself/
herself or his/her associates;
• Report to the Board any potential conflict of interest, and
• Absent themselves from any discussions or decision-making that involves a subject in which
they are incapable of providing objective advice or which involves a subject of proposed
conflict of interest.
ORGANIZATION STRUCTURE
SHAREHOLDERS
Board of Directors
Executive Committee
PENALTIES
1) Institutional Information System (IIS) update for the period ended 30 June 2015 and the year
ended 31st December 2015.
2) Penalties paid on individual transaction failures relating to Electronic Fund transfer System.
1) Corporate Governance Report for the year ended 31st December 2015.
2) Institutional Information System update (IIS) for the year ended 31st December 2015.
3) Penalties paid on individual transaction failures relating to Electronic Fund transfer System.
This document has been prepared in accordance with CBB new remuneration disclosure
requirements for Islamic Banks under High Level Controls Module. These requirements are in
addition to the disclosures published in the Annual Report.
The fundamental principles underlying our remuneration policy which has been approved by the
Board of Directors and the shareholders of the bank are:
• The composition of salary, benefits and incentives is designed to align employee and
shareholder interests;
• Remuneration determination takes into account both financial and non-financial factors over
both the short and longer-term;
• Emphasis is on performance evaluations that reflect individual performance, including
adherence to the Bank’s risk and compliance policies in determining the total remuneration
for a position;
• The Bank has set a fixed remuneration of the employees at such a level to reward the
employees for an agreed level of performance and the variable pay or bonus will be
awarded purely at the discretion of the Board’s Remuneration and Nomination Committee
(RNC) in recognition of the employees exceptional effort in any given performance period;
• The Bank shall have a well-defined variable pay scheme in place, to support the RNC,
should they decide to pay variable pay or bonus in any performance period;
• Variable pay will be determined based on achievement of targets at the Bank level, unit level
and individual level;
• Variable pay scheme is designed in a manner that supports sound risk and compliance
management. In order to achieve that goal:
• Performance metrics for applicable business units are risk-adjusted where appropriate;
• Individual award determinations include consideration of adherence to compliance-related
goals.
The Bank reviews the salaries and benefits periodically, with an objective of being competitive in
the market places, based on salary surveys and market information gathered through secondary
sources.
The Bank does not provide for any form of severance pay, other than as required by the Labour
Law for the Private Sector (Law No.36 of 2012 of the Kingdom of Bahrain), to its employees.
REGULATORY ALIGNMENT
The Bank reviewed and revised the it’s remuneration policy and especially its variable pay policy
to meet the requirements of the CBB Guidelines on remuneration with the help of external
consultants. Key regulatory areas and the Bank’s response are summarised below:
The Bank has set the Fixed Remuneration of the employees at such a level
to reward the employees for an agreed level of performance and the variable
pay or bonus is being paid purely at the discretion of the RNC in recognition
of the employees exceptional effort in any given performance period. Should
the RNC decide to award Variable Pay, it will be determined based on risk
adjusted targets set at the Business unit level aggregated to the Bank level.
Risk focussed
The variable pay for the CEO, senior management in Business units and the
remuneration policy
Material Risk takers would be higher as compared to the fixed pay subject
to achieving the risk adjusted targets both at the business unit and the bank
level. For staff in Control and Support functions, the pay mix is structured
as more fixed and lesser variable. Further the variable pay, for staff in
Control and Support Functions, is based on their units target and individual
performance and not linked to bank’s performance.
The Bonus for the CEO, his deputies and Material Risk Takers and Approved
Persons as per CBB and those whose total remuneration exceeds the
regulatory threshold has a deferral element and share - linked payment.
Phantom or Shadow shares are offered to such staff.
The deferral arrangements are as follows:
CEO, his deputies and top 5 Executive Management members(in terms of
total remuneration) in Business units:
• 40% of the variable pay will be paid in cash at the end of the performance
period; and
• The balance 60% will be deferred over a period of 3 years with 10%
being cash deferral and 50% being phantom or shadow shares and the
Deferral and share entire deferred variable pay will vest equally over a 3 - year period.
linked instruments
For all other employees in Business units and Approved Persons in Control
and Support Functions and whose total remuneration exceeds the regulatory
threshold:
• 50% of the variable pay will be paid in cash at the end of the performance
period; and
• 10% in the form of phantom or shadow shares at the end of the
performance period and the phantom or shadow shares subject to a
minimum share retention period of 6 months from the award date.
• The balance 40% will be deferred over a period of 3 years and paid in
the form of phantom or shadow shares and vests equally over the 3 year
period and the phantom or shadow shares subject to a minimum share
retention period of 6 months from the award date.
The Bank has introduced claw - back and malus clauses whereby the RNC
has the right to invoke these clauses under certain pre-defined circumstances
Claw back and Malus
wherein the bank can claw-back the vested as well as the unvested bonus
paid or payable to a staff.
REMUNERATION COMPONENTS
It is the Bank’s intent to have a transparent, structured and comprehensive remuneration policy
that covers all types of compensation and benefits provided to employees.
Remuneration offered by the Bank shall reflect the Bank’s objective of attracting and retaining
the desired level of talent from the industry
Remuneration will be at a level, which will be commensurate with other Banks of similar activity
in Bahrain, and will allow for changes in the cost of living index. The compensation package
shall comprise of basic salary and benefits and discretionary variable pay. The following table
summarises the total remuneration:
Reviewed annually.
Benchmarked to the local market and the compensation package offered to
Summary employee is based on the job content and complexity.
The Bank offers a composite fixed pay i.e. it is not split as Basic and Allowances but
is paid as one lump sum. The benefits are aligned to the local market practice.
The Bonus pool is determined based on the bottom up approach i.e. by setting base
multiples of monthly salary per level and aggregating the multiples per unit and then
on to the bank level.
The basis of payment of bonus would be as follows:
CEO and Senior Management Base multiple * Bank score * Individual score
Business units Base multiple * Bank score * Unit score * Individual score
Control & Support units Base multiple * Unit score * Individual score
DETAILS OF REMUNERATION
(b) Employees
* includes staff compensation of BMI Bank BSC (c ) from 30 March 2014, date of acquisition.
Fixed remuneration includes all compensation and benefits that are due to employees based on
contractual arrangements.
Severance payments during the payment amounted to BD1,490,000 and the highest severance
payment during the year amounted to BD94,000.
Included in the above, remuneration received by approved person and material risk takers from
SPVs / project companies managed by the Bank amounted to BD94,000 (2014: BD33,000).
The non-cash awards relating to years ended 31 December 2014 and 2015 were awarded
during 2016. Consequently, the disclosure relating movements in non-cash awards are
not applicable. There no movements in deferred cash awards and the balance remained at
BD53,000.
The fundamental principle underlying our risk management framework is ensuring that accepted
risks are within the Board approved risk appetite and the returns are commensurate with the
risks taken. The objective is creating shareholder value through protecting the Group against
unforeseen losses, ensuring maximization of earnings potential and opportunities vis-à-vis the
Group’s risk appetite and ensuring earnings stability.
With this in mind, the Bank’s establishment plan gave priority to the development of an effective
and practical risk management and compliance framework taking into consideration local and
international best practices, the requirements of the Central Bank of Bahrain and the Basel
Accord.
The risk management framework defines the risk culture of Al Salam Bank–Bahrain and sets
the tone throughout the Group to practice the right risk behavior consistently to ensure that
there is always a balance between business profits and risk appetite.
The risk management framework achieves this through the definition of the Group’s key risk
management principles covering credit, market, operational, information security, strategic and
reputation risks, the role and responsibilities of the Board, risk management group and senior
management towards risk management, the risk assessment methodology based on likelihood
and consequences, the major risk policies, procedures and risk limits, the risk management
information systems and reports, the internal control framework and the Group’s approach to
capital management.
The effectiveness of the risk management framework is independently assessed and reviewed
through internal audits, external audits and Central Bank of Bahrain supervision. In addition,
business and support groups carry out periodic control risk self-assessments.
As a result, the risk management framework creates an alignment between business and risk
management objectives.
Board Committees
Fatwa and Shari’a Supervisory Board
Corporate Governance
Risk Ownership
The implementation of the risk management framework Group-wide is the responsibility of the
Risk Management Department under the supervision of the Board Audit and Risk Committee.
Ownership of the various risks across the Group lies with the business and support heads,
being the first line of defense, and it is their responsibility to ensure that these risks are
managed in accordance with the risk management framework.
Risk Management assists business and support heads in identifying concerns and risks,
identifying risk owners, evaluating risks as to likelihood and consequences, assessing options
for mitigating the risks, prioritizing risk management efforts, developing risk management plans,
authorizing implementation of risk management plans and tracking risk management efforts.
The Bank has established an independent and dedicated unit to coordinate the implementation
of compliance and Anti-Money Laundering and Anti-Terrorist Financing program. The program
covers policies and procedures for managing compliance with regulations, anti-money
laundering, disclosure standards on material and sensitive information and insider trading. In
line with its commitment to combat money laundering and terrorist financing, Al Salam Bank-
Bahrain through its Anti-Money Laundering policies ensures that adequate preventive and
detective internal controls and systems operate effectively. The policies govern the guidelines
and procedures for client acceptance, maintenance and monitoring in line with the Central
Bank of Bahrain and International standards such as FATF recommendations and Basel
Committee papers.
All inward and outward electronic transfers are screened against identified sanction lists issued
by certain regulatory bodies including the UN Security Council Sanctions Committees and US
Department of the Treasury - OFAC, in addition to those designated by the Central Bank of
Bahrain.
The compliance program also ensures that all applicable Central Bank of Bahrain regulations
are complied with and/ or non-compliance is detected and addressed in a timely manner. The
program includes compliance with regulations set by Ministry of Industry & Commerce and
Bahrain Bourse.
The Bank has initiated steps to comply with Foreign Account Tax Compliance Act (FATCA)
requirements as and when required by the regulators.
During the year, charitable donations were made to medical facilities and other
charities that care for the less fortunate and supported cultural initiatives in order
to preserve the traditions of the Kingdom for generations.
Firstly:
1. The Board has supervised the Banks’activities and transactions during the year, and carried
out its role by advising the various departments to adhere to the Shari’a principles and the
Board’s legal opinions in respect to those activities and transactions. The Board held, for
this purpose, several meetings with the Banks’ management. The Board hereby confirms
the Bank’s management keenness to adhere to the Shari’a principles and the Board’s legal
opinions.
2. The Board has studied the transactions presented to it during the year, and approved
the contracts and documents relating to those transactions. The Board responded to
questions and queries and issued appropriate decisions and legal opinions relevant to the
transactions. The decisions and legal opinions were circulated to the pertinent departments
for execution.
Secondly:
The Board reviewed what it requested of documents and files, and received the data which
helped it to perform the supervisory and audit work.
Thirdly:
The Board has reviewed samples of contracts and agreements that were presented and
requested the Management to adhere to them.
In line with the available information and disclosures that are presented by the Banks’
management, the consolidated statement of financial position reviewed by the Board represents
the Banks’ assets, liabilities, equity of investment accountholders, and owner’s equity. The
accuracy of the information and data provided are the responsibility of the Banks’ management.
The Board believes that the consolidated financial statements for the year ended 31 December
2015 along with the distribution of profit to depositors and dividends to shareholders had been
prepared in conformity with the Islamic Shari’a regulations.
Fifthly: Zakah
Since the Articles of Association of the Bank does not require the Bank to pay Zakah on behalf
of the Shareholders, thus, the Board has calculated the Zakah due on the shareholders in order
to inform them, and which is disclosed in the notes to the consolidated financial statements
(note 39).
The Shari’a Board decided to ward off the Shari’a non-compliant income from the transactions
executed during the year and have it spent on Charity.
The Board hereby emphasizes that management has the primary responsibility to comply
with the Rules and Principles of Shari’a in all activities and transactions of the Bank. The
Board confirms that the executed transactions that are submitted by management of the
Bank for the Board’s review during the year were generally in compliance with Rules and
Principles of Shari’a. The management has shown utmost interest and willingness to fully
comply with the recommendations of the Board.
Board Members
We conducted our audit in accordance with Auditing Standards for Islamic Financial
Institutions issued by the Accounting and Auditing Organisation for Islamic Financial
Institutions [“AAOIFI”]. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amount
and disclosures in the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by the Bank’s Board of Directos, as
well as evaluating the overall consolidated financial statements presentation. We believe that
our audit provides a reasonable basis for our opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all materail respects,
the consildated financial position of the Group as of 31 December 2015, the results of its
operations, its cash flows and changes in equity for the year then ended in accordance with the
Financial Accounting Standards issued by AAOIFI.
Other matters
As required by the Bahrain Commercial Companies Law and the Central Bank of Bahrain
(CBB) Rule Book (Volume 2), we report that:
a) the Bank has maintained proper accounting records and the consolidated financial
statements are in agreement therewith; and
b) the financail information contained in the report of the Board of Directors is consistent with
the consolidated financial statements.
We are not aware of any violations of the Bahrain Commercial Companies Law, the Central
Bank of Bahrain and Financial Institutions Law, the CBB Rule Book (Volume 2 and applicable
provisions of Volume 6) and CBB directives, regulations and associated reolutions, rules and
procedures of the Bahrain Bourse of the terms of the Bank’s memorandum and articles of
association during the year ended 31 December 2015 that might have had a material adverse
effect on the business of the Bank or on its consolidated financial position. Satisfactory
explanations and information have been provided to us by management in response to all
our requests. The Bank has also complied with the Islamic Shari’a Rules and Principles as
determined by the Shari’a Supervisory Board of the Bank.
2015 2014
Note BD’000 BD’000
ASSETS
Cash and balances with banks and Central Bank 5 152,572 277,751
Sovereign Sukuk 313,109 145,789
Murabaha and Wakala receivables from banks 6 103,345 182,110
Corporate Sukuk 7 64,157 88,193
Murabaha financing 8 268,848 270,428
Mudaraba financing 8 239,031 189,601
Ijarah Muntahia Bittamleek 10 155,217 141,052
Musharaka 7,154 10,851
Assets under conversion 11 32,032 308,659
Non-trading investments 12 123,514 147,096
Investments in real estate 13 68,786 65,149
Development properties 14 49,021 59,262
Investment in associates 15 9,994 10,492
Other assets 16 43,892 32,893
Goodwill 3 25,971 25,971
TOTAL ASSETS 1,656,643 1,955,297
OWNERS’ EQUITY
Share capital 20 214,093 214,093
Reserves and retained earnings 94,140 93,777
Proposed appropriations 20 10,705 10,705
Total equity attributable to shareholders of the bank 318,938 318,575
Non-controlling interest 1,064 10,228
TOTAL OWNERS’ EQUITY 320,002 328,803
TOTAL LIABILITIES, EQUITY OF INVESTMENT ACCOUNTHOLDERS AND
OWNERS’ EQUITY 1,656,643 1,955,297
2015 2014
Note BD’000 BD’000
OPERATING INCOME
Income from financing contracts 22 48,230 51,494
Income from sukuk 13,109 7,120
Gains on sale of investments and sukuk 23 8,334 12,282
Income from investments 24 3,249 2,863
Fair value changes on investments 399 (6,413)
Dividend income 820 758
Foreign exchange gains 870 1,578
Fees, commission and other income - net 25 9,184 6,650
84,195 76,332
Profit on murabaha and wakala payables to banks (931) (1,035)
Profit on wakala payables to non-banks (23,805) (28,040)
Profit on term financing (839) (974)
Return on equity of investment accountholders before
Group’s share as a Mudarib 19 (1,471) (391)
Group’s share as a Mudarib 19 662 176
(809) (215)
Total operating income 57,811 46,068
OPERATING EXPENSES
Staff cost 12,474 13,991
Premises and equipment cost 2,752 2,415
Depreciation 1,821 1,507
Other operating expenses 8,220 8,505
Total operating expenses 25,267 26,418
Attributable To:
- SHAREHOLDERS OF THE BANK 12,346 15,550
- Non-Controlling Interest (1,798) 271
10,548 15,821
2015 2014
Note BD’000 BD’000
OPERATING ACTIVITIES
Net Profit for the year 10,548 15,821
Adjustments:
Depreciation 1,821 1,507
Amortisation of premium on Sukuk 1,945 3,509
Fair value changes on investments (399) 6,413
Provision for impairment - Net 22,851 4,198
Share of profit from associates (855) (369)
Operating income before changes in operating assets and liabilities 35,911 31,079
Changes in operating assets and liabilities:
Mandatory reserve with Central Bank 10,109 (22,400)
Sovereign Sukuk (168,112) 79,767
Murabaha and Wakala receivables from banks with original maturities of
8,976 4,358
90 days or more
Corporate Sukuk 22,883 (41,342)
Murabaha financing 52,916 (102,733)
Mudaraba financing (4,886) (59,890)
Ijarah Muntahia Bittamleek 11,033 (2,319)
Musharaka financing 4,272 8,294
Assets under conversion 140,870 130,707
Other Assets (20,187) (2,901)
Murabaha and Wakala payables to banks (471) (38,874)
Wakala fron non-banks (245,716) 91,894
Current Accounts (2,282) 105,438
Liabailities under conversion (64,855) (59,800)
Other Liabilities 2,729 3,216
Net cash (used in) from operating activities (216,810) 124,494
INVESTING ACTIVITIES
Investments and investment in associates, net 21,464 (13,604)
Investments in real estate and development properties, net 8,153 9,238
Cash flow arising on acquisition of a subsidiary 3 - 127,670
Sale of treasury stock - 1,754
Purchase of premises and equipment (237) (1,015)
Net cash from investing activities 29,380 124,043
FINANCING ACTIVITIES
Term Financing 14,649 (2,300)
Equity of investment accountholders 5,994 (84)
Share issue expenses - (125)
Dividends paid (10,705) (7,446)
Dividends paid to non-controlling interest (566) (345)
Net movements in non-controlling interest (6,800) (742)
Net cash from (used in) financing activities 2,572 (11,042)
NET CHANGE IN CASH AND CASH EQUIVALENTS (184,858) 237,495
Cash and cash equivalents at 1 January 408,535 171,040
CASH AND CASH EQUIVALENTS AT 31 DECEMBER 223,677 408,535
Cash and cash equivalents comprise of:
Cash and other balances with Central Bank of Bahrain 5 81,448 187,313
Balances with other banks 5 38,884 48,088
Murabaha and Wakala receivables from banks with original maturities of less than 90 days 103,345 173,134
223,677 408,535
Real Foreign
Share Non- Total
Share Treasury Statutory Retained Changes in estate exchange Total Proposed
premium Total controlling owners’
capital stock reserve earnings fair value fair value translation reserves appropriations
reserve interest equity
reserve reserve
Balance as of 1 January 2015 214,093 - 12,481 46,497 1,287 22,704 (1,401) 12,209 93,777 10,705 318,575 10,228 328,803
Net profit for the year - - - 12,346 - - - - 12,346 - 12,346 (1,798) 10,548
Net changes in fair value - - - - (1,435) 1,549 - - 114 - 114 - 114
Foreign currency re-translation - - - - - - (1,292) - (1,292) - (1,292) (180) (1,472)
Dividend paid - - - - - - - - - (10,705) (10,705) - (10,705)
Proposed dividend for 2015 - - - (10,705) - - - - (10,705) 10,705 - - -
Dividend relating to subsidiaries - - - - - - - - - - - (566) (566)
Net movements in non-controlling
- - - - - - - - - - (6,620) (6,620)
interest
Transfer to statutory reserve - - 1,235 (1,235) - - - - - - - - -
Charitable donations - - - (100) - - - - (100) - (100) - (100)
Balance at 31 December 2015 214,093 - 13,716 46,803 (148) 24,253 (2,693) 12,209 94,140 10,705 318,938 1,064 320,002
Balance as of 1 January 2014 149,706 (492) 10,926 43,272 651 21,659 (501) 2,573 78,580 7,485 235,279 10,818 246,097
Year Ended 31 December 2015
Net profit for the year - - - 15,550 - - - - 15,550 - 15,550 271 15,821
Net changes in fair value - - - - 636 1,045 - - 1,681 - 1,681 - 1,681
Foreign currency re-translation - - - - - - (900) - (900) - (900) 81 (819)
Balance at 31 December 2014 214,093 - 12,481 46,497 1,287 22,704 (1,401) 12,209 93,777 10,705 318,575 10,228 328,803
% holding
Name of Entity Nature of Entity 2015 2014
Al Salam Leasing Two Ltd (“ASL II”) Aircraft under lease (note 16) 76 76
Auslog Holding Trust Investment in real estates 90 90
Al Salam Asia REIT Fund Open-ended mutual fund - 44
2 ACCOUNTING POLICIES
2.1 BASIS OF PREPARATION
The consolidated financial statements are prepared on a historical cost basis, except for
investments held at fair value through profit or loss, available-for-sale equity investments and
investments in real estates which are held at fair value. These consolidated financial statements
incorporate all assets, liabilities and off balance sheet financial instruments held by the Group.
These consolidated financial statements are presented in Bahraini Dinars, being the functional
and presentation currency of the Group, rounded to the nearest thousand [BD ’000], except
where otherwise indicated.
Share of minority stakeholder’ interest (non-controlling interest) represents the portion of profit
or loss and net assets not held by the Group and are presented separately in the consolidated
statement of income and within owners’ equity in the consolidated statement of financial
position, separately from the equity attributable to shareholders of the parent.
Classification of investments
Management decides upon acquisition of an investment whether it should be classified as fair
value through profit or loss, available for sale or held-to-maturity.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimating uncertainty
at the date of the consolidated statement of financial position, that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below:
Impairment of goodwill
Impairment exists when carrying value of an asset or cash generating unit (CGU) exceeds its
recoverable amount, which is the higher of its fair value less costs of disposal and its value in
use.
The recoverable amount of each cash-generating unit’s goodwill is based on value-in-use
calculations using cash flow projections from financial budgets approved by the Board of
Directors, extrapolated for five year projections using nominal projected Gross Domestic
Product growth rate.
The methodology and assumptions used for estimating future cash flows are reviewed regularly
to reduce any differences between loss estimates and actual loss experience.
Going concern
The Group has made an assessment of the Group’s ability to continue on a going concern
and is satisfied that the Group has the resources to continue in business for the foreseeable
future. Furthermore, the management is not aware of any material uncertainties that may cast
significant doubt upon the Group›s ability to continue as a going concern. Therefore, the
consolidated financial statements continue to be prepared on the going concern basis.
The Ijara agreement specifies the leased asset, duration of the lease term, as well as, the basis
for rental calculation, the timing of rental payment and responsibilities of both parties during the
lease term. The customer (lessee) provides the Group (lessor) with an undertaking to renew
the lease periods and pay the relevant rental payment amounts as per the agreed schedule and
applicable formula throughout the lease term.
The Group (lessor) retains the ownership of the assets throughout the lease term. At the end
of the lease term, upon fulfillment of all the obligations by the customer (lessee) under the Ijara
agreement, the Group (lessor) will sell the leased asset to the customer (lessee) for a nominal
value based on sale undertaking given by the Group (lessor). Leased assets are usually
residential properties, commercial real estate or aircrafts.
Depreciation is provided on a systematic basis on all Ijarah Muntahia Bittamleek assets other
than land (which is deemed to have an indefinite life), at rates calculated to write off the cost of
each asset over the shorter of either the lease term or economic life of the asset.
f) Musharaka
Musharaka is used to provide venture capital or project finance. The Group and customer
contribute towards the capital of the Musharaka. Usually a special purpose company or
a partnership is established as a vehicle to undertake the Musharaka. Profits are shared
according to a pre-agreed profit distribution ratio but losses are borne by the partners
according to the capital contributions of each partner. Capital contributions may be in cash or in
kind, as valued at the time of entering into the Musharaka.
Musharaka is stated at cost, less any impairment.
g) Assets and liabilities under conversion
Assets under conversion:
Due from Banks and financial institutions
At amortised cost less any amounts written off and provision for impairment, if any.
Loans and advances
At amortised cost less any amounts written off and provision for impairment, if any.
Non-trading investments
These are classified as available-for-sale investments and are fair valued based on criteria set
out in Note 2.3.2 h. Any changes in fair values subsequent to acquisition date are recognized in
total comprehensive income (note 26).
Liabilities under conversion:
These are remesured at amortised cost.
h) Non-trading investments
These classified as available-for-sale or fair value through profit or loss.
All investments are initially recognised at cost, being the fair value of the consideration
given including acquisition costs associated with the investment. Acquisition cost relating to
investments designated as fair value through profit or loss is charged to consolidated income
statement.
Following the initial recognition of investments, the subsequent period-end reporting values are
determined as follows:
Investments available-for-sale
After initial recognition, equity investments which are classified as investments at fair
value through equity are disclosed as “available-for-sale investments». These are normally
remeasured at fair value, unless the fair value cannot be reliably determined, in which case
they are measured at cost less impairment. Fair value changes are reported in equity until the
investment is derecognised or the investment is determined to be impaired. On derecognition
or impairment the cumulative gain or loss previously reported as “changes in fair value” within
equity, is included in the consolidated income statement.
Impairment losses on available-for-sale investments are not reversed through the consolidated
statement of income and increases in their fair value after impairment are recognised directly in
owners’ equity.
Investments carried at fair value through profit or loss
Investments in this category are designated as such on initial recognition if these investments
are evaluated on a fair value basis in accordance with the Group›s risk management policy
and its investment strategy. These include all private equity investments including those in joint
ventures and associates which are not strategic in nature.
Investments at fair value through profit or loss are recorded in the consolidated statement
of financial position at fair value. Changes in fair value are recorded as «Fair value changes
on investments» in the consolidated income statement. Gain on sale of these investments is
included in «Gain on sale of investments and sukuk» in the consolidated income statement.
Income earned on these investments is included in «Income from investments» in the
consolidated income statement.
i) Investments in associates
The Group’s investments in associates, that are acquired for strategic purposes, are accounted
for under the equity method of accounting. Other equity investments in associates are
accounted for as fair value through profit or loss by availing the scope exemption under FAS
24, Investments in Associates. An associate is an entity over which the Group has significant
influence and which is neither a subsidiary nor a joint venture. An entity is considered as an
associate if the Group has more than 20% ownership of the entity or the Group has significant
influence through any other mode.
Under the equity method, investment in associate is carried in the consolidated statement of
financial position at cost plus post-acquisition changes in the Group’s share of net assets of the
associate. Losses in excess of the cost of the investment in associates are recognised when
the Group has incurred obligations on its behalf. Goodwill relating to an associate is included in
the carrying amount of the investment and is not amortised. The consolidated income statement
reflects the Group’s share of results of operations of the associate. Where there has been a
change recognised directly in the equity of the associate, the Group recognises its share of
any changes and discloses this, when applicable, in the consolidated statement of changes in
equity.
The reporting dates of the associate and the Group are identical and the associates accounting
policy conform to those used by the Group for like transactions and events in similar
transactions.
After application of the equity method, the Group determines whether it is necessary to
recognise an additional impairment loss on its investment in associates. The Group determines
at each reporting date whether there is any objective evidence that the investment in
associates are 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 consolidated income statement.
Profit and losses resulting from transactions between the Group and the associates are
eliminated to the extent of the interest in associates.
Foreign exchange translation gains/losses arising out of the above investment in the associate
are included in the consolidated statement of changes in equity.
j) Investments in real estate
Properties held for rental, or for capital appreciation purposes, or both, are classified as
investments in real estate. In accordance with FAS 26, the investments in real estate is initially
recognized at cost and subsequently measured based on intention whether the investments
in real estate is held-for-use or held for sale. The Group has adopted the fair value model for
its investments in real estate. Under the fair value model any unrealized gains are recognized
directly in owners’ equity. Any unrealized losses are adjusted in equity to the extent of the
available credit balance. Where unrealized losses exceed the available balance in owners’
equity, these are recognized in the consolidated income statement. In case there are unrealized
losses relating to investments in real estate that have been recognized in the consolidated
income statement in a previous financial period, the unrealized gains relating to the current
financial period is recognized to the extent of crediting back such previous losses in the
consolidated income statement. Investments in real estate held-for-sale is carried at a lower of
its carrying value and expected fair value less costs to sell.
k) Development properties
Properties acquired exclusively for development are classified as development properties and
are measured at the lower of cost or net realisable value.
l) Premises and equipment
Premises and equipment are stated at cost less accumulated depreciation and any impairment
in value. Depreciation is provided on a straight-line basis over the estimated useful lives of all
premises and equipment, other than freehold land and capital work-in-progress.
• Computer equipment 3 to 5 years
• Furniture and office equipment 3 to 5 years
• Motor vehicle 4 to 5 years
• Leasehold improvements Over the lease period
• Computer software 10 years
After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is tested for impairment at least annually. Any impairment is recognised immediately
in the consolidated income statement. Goodwill is allocated to each of the Group’s cash-
generating units that are expected to benefit from the combination, irrespective of whether other
assets or liabilities of the acquiree are assigned to those units.
Goodwill is tested for impairment at least annually. Any impairment is recognised immediately
in the income statement. Subsequent reversals of impairment losses for goodwill are not
recognised.
Impairment exists when carrying value of an asset or cash generating unit (CGU) exceeds its
recoverable amount, which is the higher of its fair value less costs of disposal and its value in
use.
The methodology and assumptions used for estimating future cash flows are reviewed regularly
to reduce any differences between loss estimates and actual loss experience.
Impairment of goodwill is determined by assessing the recoverable amount of the cash
generating unit (or group of cash-generating units), to which the goodwill relates. Where the
recoverable amount of the cash generating unit (or group of cash-generating units) is less
than the carrying amount, an impairment loss is recognised immediately in the consolidated
statement of income.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the Group’s cash-generating units, or groups of cash-
generating units, that are expected to benefit from the synergies of the combination, irrespective
of whether other assets or liabilities of the Group are assigned to those units or groups of units.
Each unit or group of units to which the goodwill is allocated:
- represents the lowest level within the Group at which the goodwill is monitored for
internal management purposes; and
- is not larger than a segment based on either the Group’s primary or the Group’s
geographic segment reporting format.
o) Impairment and uncollectability of financial assets
An assessment is made at each reporting date to determine whether there is objective evidence
that a specific financial asset may be impaired. If such evidence exists, any impairment loss, is
recognised in the consolidated income statement.
Impairment is determined as follows:
(i) for assets carried at amortised cost, impairment is based on estimated cash
flows based on the original effective profit rate;
(ii) for assets carried at fair value, impairment is the difference between cost and fair
value; and
(iii) for assets carried at cost, impairment is based on present value of anticipated cash
flows based on the current market rate of return for a similar financial asset.
Non-monetary assets that are measured in terms of historical cost in foreign currencies are
recorded at rates of exchange prevailing at the value dates of the transactions. Translation gains
or losses on non-monetary items classified as “available-for-sale” and investment in associates
are included in consolidated statement of changes in equity until the related assets are sold
or derecognised at which time they are recognised in the consolidated income statement.
Translation gains on non-monetary assets classified as “fair value through profit or loss” are
directly recognised in the consolidated income statement.
v) Translation of foreign operation
Assets and liabilities of foreign subsidiaries whose functional currency is not Bahraini Dinars are
translated into Bahraini Dinars at the rates of exchange prevailing at the reporting date. Income
and expense items are translated at average exchange rates prevailing for the reporting period.
Any exchange differences arising on translation are included in “foreign exchange translation
reserve” forming part of other comprehensive income except to the extent that the translation
difference is allocated to the non-controlling interest. On disposal of foreign operations,
exchange differences relating thereto and previously recognised in other comprehensive
income are recognised in the consolidated income statement.
w) Repossessed assets
Repossessed assets are assets acquired in settlement of dues. These assets are carried at the
lower of carrying amount and fair value less costs to sell and reported within ‘other assets’.
x) Trade and settlement date accounting
Purchases and sales of financial assets and liabilities are recognised on the trade date, i.e. the
date that the Group contracts to purchase or sell the asset or liability.
y) Derecognition of financial assets
Financial assets are derecognised when the rights to receive cash flows from the financial
assets have expired or where the Group has transferred substantially all risk and rewards of
ownership.
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 pay.
z) Derecognition of 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
source 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, and the difference in the respective carrying amounts is
recognised in the consolidated statement of income.
aa) Fiduciary assets
Assets held in a fiduciary capacity are not treated as assets of the Group and are accordingly
not included in the consolidated statement of financial position.
3 BUSINESS COMBINATION
During 2014, the Bank made an offer to acquire 100% of the issued and paid up shares
of BMI, at an exchange ratio of eleven new shares of the Bank for each share of BMI.
The acquisition through share exchange was approved by the shareholders of the Bank in
their Extraordinary General Assembly Meeting held on 8 October 2013. The Bank issued
643,866,927 to former shareholders of the Bank. The total proceeds amounted to BD72,886
thousands from the new issue, including a share premium of BD8,499 thousands. The goodwill
arising out of above acquisition amounted to BD25,971 thousands.
The management carried out an annual impairment test of goodwill by comparing the carrying
amount with its recoverable amount (value-in-use) as of 31 December 2015. The detemination
of value-in-use involved the use of various assumptions including estimating discounted cash
flows. The discount rate applied to cash flow projections represent the cost of capital adjusted
for an appropriate risk premium.
The key assumptions used in estimating recoverable amounts of cash generating units were
sensitised to test the resilience of value-in-use calculations. On this basis, management believes
that reasonable changes in the key assumptions used to determine the recoverable amount of
the Group’s cash-generating units will not result in an impairment.
31 December 2015
At fair value Available for
through sale/fair value At amortised
profit or loss through equity cost/others Total
BD ’000 BD ‘000 BD ‘000 BD ‘000
ASSETS
Cash and balances with banks and
- - 152,572 152,572
Central Bank
Sovereign Sukuk - - 313,109 313,109
Murabaha and Wakala receivables from
- - 103,345 103,345
banks
Corporate Sukuk - - 64,157 64,157
Murabaha financing - - 268,848 268,848
Mudaraba financing - - 239,031 239,031
Ijarah Muntahia Bittamleek - - 155,217 155,217
Musharaka - - 7,154 7,154
Assets under conversion - 41 31,991 32,032
Non-trading investments 115,008 8,506 - 123,514
Investments in real estates - 68,786 - 68,786
Development properties - - 49,021 49,021
Investment in associates - - 9,994 9,994
Other assets - 2,037 41,855 43,892
Goodwill - - 25,971 25,971
115,008 79,370 1,462,265 1,656,643
31 December 2014
At fair value Available for
through sale/fair value At amortised
profit or loss through equity cost/others Total
BD ’000 BD ‘000 BD ‘000 BD ‘000
ASSETS
Cash and balances with banks and
- - 277,751 277,751
Central Bank
Sovereign Sukuk - - 145,789 145,789
Murabaha and Wakala receivables from banks - - 182,110 182,110
Corporate Sukuk - - 88,193 88,193
Murabaha financing - - 270,428 270,428
Mudaraba financing - - 189,601 189,601
Ijarah Muntahia Bittamleek - - 141,052 141,052
Musharaka - - 10,851 10,851
Assets under conversion - 75,189 233,470 308,659
Non-trading investments 125,779 21,317 - 147,096
Investments in real estates - 65,149 - 65,149
Development properties - - 59,262 59,262
Investment in associates - - 10,492 10,492
Other assets - 2,412 30,481 32,893
Goodwill - - 25,971 25,971
125,779 164,067 1,665,451 1,955,297
2015 2014
BD ‘000 BD ‘000
Mandatory reserve with Central Bank* 32,240 42,350
152,572 277,751
* This balance is not available for use in the day-to-day operations of the Group.
2015 2014
BD ‘000 BD ‘000
GCC 103,345 176,455
Europe - 5,655
103,345 182,110
In addition to above amounts, deferred profits on Murabaha receivables from banks amounted to BD12 thousands
(2014: BD30 thousands).
This consists of BD62,351 thousands (2014: BD24,281 thousands) of jointly financed assets and BD40,994 thousands
(2014: BD157,829 thousands) of self financed assets.
7 CORPORATE SUKUK
2015 2014
BD ‘000 BD ‘000
Investment grade 45,518 70,011
64,157 88,193
This consists of nil (2014: BD3,871 thousands) of jointly financed assets and BD64,157 thousands (2014: BD84,322
thousands) of self financed assets.
2015 2014
BD ‘000 BD ‘000
Murabaha financing - gross 273,300 275,166
Less: Specific provision (4,452) (4,738)
Murabaha financing is shown net of deferred profits of BD50,310 thousands (2014: BD53,630 thousands).
2015 2014
BD ‘000 BD ‘000
Mudaraba financing - gross 248,354 189,607
Less: Specific provision (9,323) (6)
9 MOVEMENTS IN PROVISIONS
2015
Financing Available-
facilities & other for-sale
assets investments Total
BD ‘000 BD ‘000 BD ‘000
Balance at beginning of the year:
Specific provision 5,073 4,328 9,401
Collective provision 4,709 - 4,709
Transfer
Specific provision 160 - 160
Collective provision (160) - (160)
Write offs
Specific provision (1,928) - (1,928)
Collective provision - - -
Provision for impairment:
Charge for the year - specific 21,802 1,143 22,945
Charge for the year - collective 500 - 500
Recoveries during the year (594) - (594)
21,708 1,143 22,851
Balance at the end of the year:
Specific provision 24,513 5,471 29,984
Collective provision 5,049 - 5,049
2014
Financing
facilities & other Available-for-sale
assets investments Total
BD ‘000 BD ‘000 BD ‘000
Balance at beginning of the year:
Specific provision 4,580 4,038 8,618
Collective provision 1,294 - 1,294
Transfer
Specific provision 708 - 708
Collective provision (708) - (708)
Provision for impairment:
Charge for the year - specific 725 290 1,015
Charge for the year - collective 4,123 - 4,123
Recoveries during the year (940) - (940)
3,908 290 4,198
Balance at the end of the year:
Specific provision 5,073 4,328 9,401
Collective provision 4,709 - 4,709
This represents net investments in assets leased for periods which either approximate or
cover major parts of the estimated useful lives of such assets. The majority of the lease
documentations provide that the lessor undertakes to transfer the leased assets to the lessee at
the end of the lease term upon the lessee fulfilling all its obligations under the lease agreement.
2015 2014
BD ‘000 BD ‘000
Movements in Ijarah Muntahia Bittamleek assets are
as follows:
At 1 January 141,052 110,631
Ijarah assets arising on acquisition of BMI - 3,654
Additions during the year - net 48,277 37,887
Ijarah assets depreciation (15,939) (10,101)
Transfer to other assets* (17,729) -
Specific provision (444) (1,019)
2015 2014
BD ‘000 BD ‘000
The future minimum lease receivable in aggregate are
as follows:
Due within one year 10,494 41,446
Due in one to five years 62,881 59,141
Due after five years 81,842 40,465
155,217 141,052
2015 2014
BD ‘000 BD ‘000
Ijarah Muntahia Bittamleek is divided into the following
asset classes:
Land and buildings 155,217 119,836
Aircraft - 19,334
Machinery - 1,882
155,217 141,052
The accumulated depreciation on Ijarah Muntahia Bittamleek assets amounted to BD31,236 thousands
(2014: BD23,852 thousands).
These represent interest bearing non-Shari’a compliant assets and liabilities of BMI. These
assets and liabilities have been reported as separate line items on the face of the consolidated
statement of financial position. The details of the assets and liabilities under conversion are as
follows:
2015 2014
BD ‘000 BD ‘000
Assets
Due from banks and financial institutions - 13,949
Loans and advances 31,437 215,438
Non-trading investments - debt 16 75,165
Non-trading investment - available-for-sale - equity* 24 24
Other assets 555 4,083
32,032 308,659
Liabilities
Customers’ deposits - 138,793
Other liabilities 2,327 10,828
2,327 149,621
Note: In addition to the above, “Cash and balances with banks and Central bank of Bahrain” include an amount of BD nil
(2014 : BD54,000 thousands) of conventional balances. These represent short term placements with Central bank of
Bahrain which carries a nominal income on conventional assets.
* The above available-for-sale equity investment is classified as Level 3 (2014: Level 3) in the fair value hierarchy (note 12).
During the year, there were no movements in the fair value of this investment.
12 NON-TRADING INVESTMENTS
Non-trading investments are classified as available-for-sale or fair value through profit or loss.
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair
value are observable, either directly or indirectly;
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that
are not based on observable market data.
The following table shows an analysis of the financial instruments carried at fair value in the
consolidated statement of financial position.
During the years ended 31 December 2015 and 2014, there were no transfers between Level
1, Level 2, and Level 3 fair value measurements. The movements in non-trading investments
classified in level 3 of the fair value hierarchy are as follows:
2015 2014
BD ‘000 BD ‘000
Buildings 19,027 20,759
Land 49,759 44,390
68,786 65,149
The above investments are classified under level 3 (2014: level 3) in fair value hierarchy. Movements represent fair value
changes during the year.
14 DEVELOPMENT PROPERTIES
These represent properties acquired and held through investment vehicles exclusively for
development in the Kingdom of Bahrain and the United Kingdom. The carrying amounts include
land price and related construction costs.
15 INVESTMENT IN ASSOCIATES
The Group has a 14.4% (2014: 14.4%) stake in Al Salam Bank Algeria (ASBA), an unlisted
bank incorporated in Algeria. The Bank has representation on the board of ASBA through
which the Bank has a significant influence on ASBA.
The Group has a 20.9% (2014: 20.9%) stake in Gulf African Bank (“GAB”), a private Islamic
bank incorporated in Kenya. This investment is denominated in Kenyan Shillings and is held
through BMI.
The Group’s interest in ASBA and GAB is accounted for using the equity method in the
consolidated financial statements.
The following table illustrates summarised financial information of Group’s investments in ASBA
and GAB:
2015 2014
BD ‘000 BD ‘000
Associates’ statement of financial position:
Total assets 234,168 236,788
Total liabilities 169,231 163,546
Net assets 64,937 73,242
Total revenue 20,484 22,844
Total expenses 16,411 14,837
Net profit for the year 4,073 8,007
Group’s share of associates’ net profit 855 369
16 OTHER ASSETS
2015 2014
BD ‘000 BD ‘000
Assets under conversion (a)
Non-trading-investments - debt 236 3,848
Non-trading investments - available-for-sale -
equity (b) 2,036 2,412
2,272 6,260
Repossessed assets 4,007 3,897
Profit receivable 7,995 6,878
Premises and equipment 3,910 5,494
Prepayments 1,066 1,001
Rental receivable on Ijarah Muntahia Bittamleek 669
assets 685
43,892 32,893
(a) These represent non-Shari’a compliant assets resulted from the acquisition of Bahraini
Saudi Bank B.S.C. (“ex-BSB”).
(b) The above available-for-sale equity investments are classified as Level 3 in the fair value
hierarchy (note 12). Movements in these investments are as follows:
(c) This includes BD10,865 thousands (2014: BD5,687 thousands) relating to receivable from
sale of investments and advances to contractors.
(d) This aircraft was on lease and the lease was terminated during the year. The management is
in the process of re-leasing the aircraft.
17 TERM FINANCING
c) BD16,965 thousands (2014: nil) carries profit and matures on 28 December 2018. The
collateral for this facility is investments in corporate and sovereign Sukuk with a carrying value
of BD40,710 thousands (2014: nil).
18 OTHER LIABILITIES
2015 2014
BD ‘000 BD ‘000
Advances received from customers for sale of
properties 13,034 14,558
48,246 45,418
Equity of investment account holders funds is commingled with the Group’s funds and used
to fund / invest in Islamic modes of finance and no priority is granted to any party for the
purpose of investments and distribution of profits. According to the terms of acceptance of the
unrestricted investment accounts, 100% of the funds are invested taking into consideration
the relevant weightage, if any. The Mudarib’s share of profit ranges between 40% and 50%.
Operating expenses are charged to shareholders’ funds and not included in the calculation.
The average profit rate for the holders is 0.21% (2014: 0.38%).
20 SHARE CAPITAL
2015 2014
BD ‘000 BD ‘000
Authorised:
2,500,000,000 ordinary shares
(2014: 2,500,000,000 shares) of BD0.100 each 250,000 250,000
21 STATUTORY RESERVE
As required by Bahrain Commercial Companies Law and the Bank’s articles of association,
10% of the net profit for the year has been transferred to the statutory reserve. The Group may
resolve to discontinue such annual transfers when the reserve totals 50% of the paid up share
capital of the Bank. The reserve is not distributable except in such circumstances as stipulated
in the Bahrain Commercial Companies Law and following the approval of the CBB.
2015 2014
BD ‘000 BD ‘000
Murabaha financing 15,736 15,192
Mudaraba financing 13,104 7,584
Ijarah Muntahia Bittamleek* 10136 7,930
Musharaka 558 2,807
Murabaha and Wakala receivables from banks 896 725
Income from assets under conversion ** 7,800 17,256
48,230 51,494
2015 2014
BD ‘000 BD ‘000
Gain on sale of:
Available-for-sale investments 3,555 -
Development properties* 2,469 941
Sukuk 905 2,970
FVTPL investments 265 7,352
Investment properties - 698
Other investments 1,140 321
8,334 12,282
* Sales: BD17,203 thousands (2014: BD3,934 thousands) and cost: BD14,734 thousands
(2014: BD2,993 thousands).
2015 2014
BD ‘000 BD ‘000
(Loss) / income from FVTPL investments (728) 997
Rental income from investments in real estate 1,687 1,866
Income from assets classified as held-for-sale 2,290 -
3,249 2,863
2015 2014
BD ‘000 BD ‘000
Financing and transaction related fees and
commissions 4,336 3775
2015 2014
BD ‘000 BD ‘000
Net profit for the year 10,548 15,821
Other comprehensive (loss) / income:
Items to be reclassified to consolidated income
statement in subsequent periods:
Unrealized gain reclassified to consolidated
income statement on disposal of available-for-sale (965) -
investments
Unrealised (loss) / gain on available-for-sale
investments (470) 636
Related parties comprise major shareholders, directors of the Bank, senior management, close
members of their families, entities owned or controlled by them and companies affiliated by
virtue of common ownership or directors with that of the Bank. The transactions with these
parties were approved by the Board of Directors. All the loans and advances to related parties
are performing and are free of any provision for possible credit losses.
2015
Associates, Directors
and joint Major and related Senior
ventures shareholders entities management Total
BD ’000 BD ‘000 BD ‘000 BD ‘000 BD ‘000
Assets:
Cash and balances with banks and
- - - - -
Central Bank
Murabaha and Wakala receivables
- 36 - - 36
from banks
Murabaha financing 32,799 - - 36 32,835
Mudaraba financing 1,885 - - - 1,885
Ijarah Muntahia Bittamleek - - - 187 187
Musharaka financing - - 55 - 55
Other assets 1,924 - 3,660 4 5,588
2014
Associates, Directors
and joint Major and related Senior
ventures shareholders entities management Total
BD ’000 BD ‘000 BD ‘000 BD ‘000 BD ‘000
Assets:
Cash and balances with banks and
- 28 - - 28
Central Bank
Murabaha financing 30,160 - 20 49 30,229
Mudaraba financing 14,310 - 56 - 14,366
Ijarah Muntahia Bittamleek - - 1,007 207 1,214
Musharaka financing 843 - 65 - 908
Assets under conversion 243 - 404 74 721
Other assets 885 6 3 6 900
The income and expenses in respect of related parties included in the consolidated financial
statements are as follows:
2015
Associates, Directors
and joint Major and related Senior
ventures shareholders entities management Total
BD ’000 BD ‘000 BD ‘000 BD ‘000 BD ‘000
Income:
Income from financing contracts 54 - 4 5 63
Other income 80 - - 1 81
Gain on sale of investments & Sukuk 217 - 1,259 - 1,476
Expenses:
Profit on Murabaha and Wakala
3 - - - 3
payables to banks
2014
Associates, Directors
and joint Major and related Senior
ventures shareholders entities management Total
BD ’000 BD ‘000 BD ‘000 BD ‘000 BD ‘000
Income:
Income from financing contracts 397 - 115 14 526
Fair value changes on investments (3,799) - - - (3,799)
Other income 195 - - - 195
Expenses:
Profit paid on Wakala from non-
291 1,612 57 32 1,992
banks
Directors› remuneration for 2015 amounted to BD365 thousands (2014: BD329 thousands).
Compensation of key management personnel, consisting of short-term benefits and non-cash remuneration, for the year
was BD3,142 thousands (2014: BD3,493 thousands).
2015 2014
BD ‘000 BD ‘000
Contingent liabilities on behalf of customers
Guarantees 28,144 37,077
Letters of credit 9,594 9,704
Acceptances 2,275 3,464
40,013 50,245
Irrevocable unutilised commitments
Unutilised financing commitments 79,465 87,337
Unutilised non-funded commitments 37,023 50,023
Commitments towards development cost 6,981 23,880
123,469 161,240
Letters of credit, guarantees (including standby letters of credit) commit the Group to make
payments on behalf of customers contingent upon their failure to perform under the terms of the
contract.
Commitments generally have fixed expiration dates, or other termination clauses. Since
commitment may expire without being utilized, the total contract amounts do not necessarily
represent future cash requirements.
2015 2014
BD ‘000 BD ‘000
Within 1 year 1,328 1,789
After one year but not more than five years 2,576 3,517
3,904 5,306
29 RISK MANAGEMENT
29.1 Introduction
Risk is inherent in the Group’s activities but it is managed through a process of ongoing
identification, measurement and monitoring, subject to risk limits and other controls. This
process of risk management is critical to the Group’s continuing profitability and each individual
within the Group is accountable for the risk exposures relating to his or her responsibilities. The
Group is exposed to credit risk, liquidity risk and market risk, the latter being subdivided into
trading and non-trading risks. It is also subject to early settlement risk and operational risks.
The independent risk control process does not include business risks such as changes in
the environment, technology and industry, they are monitored through the Group’s strategic
planning process.
Board of Directors
The Board of Directors is responsible for the overall risk management approach and for
approving the risk strategies and principles.
Executive Committee
The Executive Committee has the responsibility to monitor the overall risk process within the
Bank.
Credit/Risk Committee
Credit/Risk committee recommends the risk policy and framework to the Board. Its primary
role is selection and implementation of risk management systems, portfolio monitoring, stress
testing, risk reporting to the Board, Board Committees, Regulators and Executive management.
In addition, individual credit transaction approval and monitoring is an integral part of the
responsibilities of Credit/Risk Committee.
Audit Committee
The Audit Committee is appointed by the Board of Directors who are non-executive directors
of the Group. The Audit Committee assists the Board in carrying out its responsibilities with
respect to assessing the quality and integrity of financial reporting, the audit thereof, the
soundness of the internal controls of the Group, the measurement system of risk assessment,
and the methods for monitoring compliance with laws, regulations and supervisory and internal
policies.
The audit committee reviews Group›s accounting and financial practices, integrity of the
Group’s financial and internal controls and consolidated financial statements. It also reviews the
Group’s compliance with legal requirements, recommends the appointment, compensation and
oversight of the Group’s external and internal auditors.
Internal Audit
Risk management processes throughout the Group are audited by the internal audit function,
that examines both the adequacy of the procedures and the Group’s compliance with the
procedures. Internal Audit discusses the results of all assessments with management, and
reports its findings and recommendations to the Board Audit Committee.
Monitoring and controlling risks is primarily performed based on limits established by the
Group. These limits reflect the business strategy and market environment of the Group as well
as the level of risk that the Group is willing to accept, with additional emphasis on selected
industries. In addition, the Group monitors and measures the overall risk bearing capacity in
relation to the aggregate risk exposure across all risk types and activities.
Information compiled from all the businesses is examined and processed in order to analyse,
control and identify early risks. This information is presented and explained to the Board of
Directors, the Credit/Risk Committee, and the head of each business division. The report
includes aggregate credit exposure, credit metric forecasts, hold limit exceptions, liquidity
ratios and risk profile changes. On a monthly basis detailed reporting of industry, customer
and geographic risks takes place. Senior management assesses the appropriateness of
the allowance for credit losses on a quarterly basis. The Board of Directors receives a
comprehensive risk report once a quarter which is designed to provide all the necessary
information to assess and conclude on the risks of the Group.
For all levels throughout the Group, specifically tailored risk reports are prepared and
distributed in order to ensure that all business divisions have access to extensive, necessary
and up-to-date information. A daily briefing is given to all relevant members of the Group
on the utilisation of market limits, proprietary investments and liquidity, plus any other risk
developments.
In order to avoid excessive concentrations of risk, the Group’s policies and procedures include
specific guidelines to focus on maintaining a diversified portfolio. Identified concentrations of
credit risks are controlled and managed accordingly.
Credit risk is the risk that one party to a financial contract will fail to discharge an obligation
and cause the other party to incur a financial loss. The Group attempts to control credit risk by
monitoring credit exposures, setting limits for transactions with counterparties, and continually
assessing the creditworthiness of counterparties.
In addition to monitoring credit limits, the Group manages the credit exposures by entering into
collateral arrangements with counterparties in appropriate circumstances and by limiting the
duration of the exposure.
Maximum exposure to credit risk without taking account of any collateral and other credit
enhancements
The table below shows the maximum exposure (excluding sovereign exposure) to credit risk
for the components of the consolidated statement of financial position. The maximum exposure
is shown net of provision, before the effect of mitigation through the use of master netting and
collateral agreements.
Where financial instruments are recorded at fair value the amounts shown above represent the
current credit risk exposure but not the maximum risk exposure that could arise in the future as
a result of changes in values.
Murabaha financing
The Group arranges Murabaha transactions by buying an asset (which represents the object
of the Murabaha) and then selling this asset to customers (beneficiary) after adding a margin
of profit over the cost. The sale price (cost plus profit margin) is paid in instalments over the
agreed period.
a) The credit quality of balances with banks and Murabaha receivables from banks subject to
credit risk is as follows:
31 December 2015
Neither past due nor impaired Past due or
individually
‘A’ Rated ‘B’ Rated Unrated impaired Total
BD ’000 BD ’000 BD ’000 BD ‘000 BD ‘000
31 December 2014
Neither past due nor impaired Past due or
individually
‘A’ Rated ‘B’ Rated Unrated impaired Total
BD ’000 BD ’000 BD ’000 BD ‘000 BD ‘000
The ratings referred to in the above tables are by one or more of the 4 international rating
agencies (Standards & Poors, Moody’s, Fitch and Capital Intelligence). The unrated exposures
are with various high quality Middle East financial institutions, which are not rated by a credit
rating agency. In the opinion of the management, these are equivalent to “A” rated banks.
b) The credit quality of Corporate sukuk, financing facilities and other assets that are subject to
credit risk, based on internal credit ratings, is as follows:
31 December 2015
Neither past due nor impaired Past due
31 December 2014
Neither past due nor impaired Past due
In addition to the above, the financing facilities provided to the Government of Bahrain, its
related entities and GCC sovereign entities amounts to BD95,964 thousands
(2014: BD86,644 thousands).
All internal risk ratings are tailored to the various categories and are derived in accordance with
the Group’s rating policy. The attributable risk ratings are assessed and updated regularly.
c) Past due but not impaired financing facilities are analysed as follows:
31 December 2015
0-30 days 31-90 days > 90 days Total
BD ’000 BD ’000 BD ’000 BD ‘000
31 December 2014
0-30 days 31-90 days > 90 days Total
BD ’000 BD ’000 BD ’000 BD ‘000
All the past due but not impaired financing facilities are covered by collateral of BD186,280
thousands (2014: BD77,935 thousands). The utilisation of the collateral will be on customer by
customer basis and is limited to the customers’ total exposure.
The maximum credit risk, without taking into account the fair value of any collateral and
Shari’a-compliant netting agreements, is limited to the amounts on the consolidated statement
of financial position plus commitments to customers disclosed in Note 28 except capital
commitments.
During the year BD57,899 thousands (2014: BD53,187 thousands) of financing facilities were
renegotiated. Most of the renegotiated facilities are performing and are secured.
At 31 December 2015, the amount of credit exposure in excess of 15% of the Group’s
regulatory capital to individual counterparties was nil (2014: BD3,356 thousands).
30 CONCENTRATIONS
The distribution of assets, liabilities and equity of investment account holders by geographic
region and industry sector was as follows:
Liabilities, Liabilities,
equity of equity of
investment investment
account account
holders and Contingent holders and Contingent
owners’ liabilities and owners’ liabilities and
Assets equity Commitments Assets equity Commitments
2015 2015 2015 2014 2014 2014
BD ’000 BD ’000 BD ’000 BD ’000 BD ’000 BD ’000
Geographic region
GCC 1,470,200 1,266,869 170,087 1,732,319 1,553,152 215,180
Arab World 20,031 26,722 23 7,764 1,887 -
Europe 67,108 21,067 694 51,977 6,038 4,133
Asia Pacific 77,351 15,643 744 117,572 52,728 1,133
North America 10,923 1,302 - 22,179 7,007 4
Others 11,030 5,038 49 23,486 5,682 568
30 CONCENTRATIONS (continued)
Liabilities, Liabilities,
equity of equity of
investment investment
account account
holders and Contingent holders and Contingent
owners’ liabilities and owners’ liabilities and
Assets equity Commitments Assets equity Commitments
2015 2015 2015 2014 2014 2014
BD ’000 BD ’000 BD ’000 BD ’000 BD ’000 BD ’000
Industry sector
Government and public
537,925 107,008 28,168 467,622 119,408 30,642
sector
Banks and financial
303,063 273,763 4,911 554,429 426,788 5,366
institutions
Real estate 407,449 210,969 48,089 410,678 205,966 83,405
Trading and
122,415 103,745 48,678 193,638 104,447 55,553
manufacturing
Aviation 11,171 37,704 - 21,822 47,412 -
Individuals 179,001 499,008 1,456 185,828 547,402 4,186
Others 95,619 104,444 40,295 121,280 175,071 41,866
31 MARKET RISK
Market risk arises from fluctuations in global yields on financial instruments and foreign
exchange rates that could have an indirect effect on the Group’s assets value and equity prices.
The Board has set limits on the risk that may be accepted. This is monitored on a regular basis
by the Asset and Liability Committee of the Group.
Equity price risk arises from fluctuations in equity prices. The Board has set limits on the
amount and type of investments that may be accepted. This is monitored on an ongoing basis
by the Group’s Investment Committee.
The effect on income (as a result of changes in the fair values of non-trading investments held
at fair value through profit or loss and available-for-sale investments) solely due to reasonably
possible changes in equity prices, is as follows:
2015
10% increase 10% decrease
Effect on Effect on Effect on Effect on
net profit equity net profit equity
BD ’000 BD ’000 BD ’000 BD ’000
Quoted:
Bahrain - 193 (193) -
Saudi 585 - (585) -
Singapore - 284 (284) -
Frankfurt 179 - (179) -
Unquoted 10,736 373 (10,736) (373)
2014
10% increase 10% decrease
Effect on Effect on Effect on Effect on
net profit equity net profit equity
BD ’000 BD ’000 BD ’000 BD ’000
Quoted:
Bahrain - 301 - (301)
Saudi 540 - (540) -
Singapore 1,155 372 (1,155) (372)
Frankfurt 152 - (152) -
Unquoted 10,730 1,502 (10,730) (1,502)
The Group has exposure to fluctuations in the profit rates on its assets and liabilities. The
Group recognises income on certain financial assets on a time-apportioned basis. The Group
has set limits for profit return risk and these are monitored on an ongoing basis by the Group’s
Asset Liability Committee (ALCO).
The Group manages exposures to the effects of various risks associated with fluctuations in the
prevailing levels of market profit rates on its financial position and cash flows.
The effect on income solely due to reasonably possible immediate and sustained changes in
profit return rates, affecting both floating rate assets and liabilities and fixed rate assets and
liabilities with maturities less than one year are as follows:
2015
Effect on Effect on
Change in Change in
net profit net profit
rate % rate %
BD ’000 BD ’000
2014
Effect on Effect on
Change in Change in
net profit net profit
rate % rate %
BD ’000 BD ’000
Currency risk is the risk that the value of a financial instrument will fluctuate due to changes
in foreign exchange rates. The Board has set limits on positions by currency. Positions
are monitored on a periodic basis by the Asset Liability Committee to ensure positions are
maintained within established limits.
Substantial portion of the Group’s assets and liabilities are denominated in Bahrain dinars, US
dollars or Saudi Riyals. As the Bahraini Dinar and Saudi Riyals are pegged to the US Dollars,
positions in these currencies are not considered to represent significant currency risk as of 31
December 2015 and 2014.
32 LIQUIDITY RISK
Liquidity risk is the risk that the Group will be unable to meet its liabilities as they fall due.
Liquidity risk can be caused by market disruptions or credit downgrades which may impact
certain sources of funding. To mitigate this risk, management has diversified funding sources
and assets are managed with liquidity in mind, maintaining an adequate balance of cash, cash
equivalents and readily convertible marketable securities. Liquidity position is monitored on an
ongoing basis by the Asset Liability Committee.
The table below summarises the expected maturity profile of the Group’s assets and liabilities
as at 31 December 2015 and 2014:
31 December 2015
Upto 3 3 months 1 to 5 Over 5
months to 1 year years years Total
BD ’000 BD ‘000 BD ‘000 BD ‘000 BD ‘000
ASSETS
Cash and balances with banks and the
135,505 11,215 5,852 - 152,572
Central Bank
Sovereign Sukuk 721 46,618 72,206 193,564 313,109
Murabaha & Wakala receivables from
103,345 - - - 103,345
banks
Corporate Sukuk 675 16,566 37,238 9,678 64,157
Murabaha and Mudaraba financing 45,936 153,444 214,864 93,635 507,879
Ijarah Muntahia Bittamleek 4,272 6,222 62,881 81,842 155,217
Musharaka financing 1,951 819 2,793 1,591 7,154
Assets under conversion - - 22,163 9,869 32,032
Non-trading investments - - 123,157 357 123,514
Investments in real estates - - 68,786 - 68,786
Development properties - - 49,021 - 49,021
Investment in associates - - 7,525 2,469 9,994
Other assets 34,590 2,144 3,056 4,102 43,892
Goodwill - - - 25,971 25,971
31 December 2015
Upto 3 3 months 1 to 5 Over 5
months to 1 year years years Total
BD ’000 BD ‘000 BD ‘000 BD ‘000 BD ‘000
31 December 2014
Upto 3 3 months 1 to 5 Over 5
months to 1 year years years Total
BD ’000 BD ‘000 BD ‘000 BD ‘000 BD ‘000
ASSETS
Cash and balances with banks and the
256,575 - 21,176 - 277,751
Central Bank
Sovereign Sukuk 10,267 - 87,655 47,867 145,789
Murabaha & Wakala receivables from banks 182,110 - - - 182,110
Corporate Sukuk - 19,902 52,654 15,637 88,193
Murabaha and Mudaraba financing 28,803 121,852 211,206 98,168 460,029
Ijarah Muntahia Bittamleek 28,402 13,044 59,141 40,465 141,052
Musharaka financing 3,010 1,774 3,393 2,674 10,851
Assets under conversion 30,185 21,326 257,148 - 308,659
Non-trading investments - - 145,121 1,975 147,096
Investments in real estates - - 65,149 - 65,149
Development properties - - 59,262 - 59,262
Investment in associates - - 7,753 2,739 10,492
Other assets 23,854 2,096 474 6,469 32,893
Goodwill - - - 25,971 25,971
31 December 2014
Upto 3 3 months 1 to 5 Over 5
months to 1 year years years Total
BD ’000 BD ‘000 BD ‘000 BD ‘000 BD ‘000
The table below summarises the maturity profile of the Group’s financial liabilities at 31
December 2015 and 2014 based on contractual undiscounted payment obligation:
31 December 2015
On Upto 3 3 months 1 to 5 Over 5
demand months to 1 year years years Total
BD ’000 BD ’000 BD ‘000 BD ‘000 BD ‘000 BD ‘000
31 December 2014
On Upto 3 3 months 1 to 5 Over 5
demand months to 1 year years years Total
BD ’000 BD ’000 BD ‘000 BD ‘000 BD ‘000 BD ‘000
33 SEGMENT INFORMATION
Principally the Group’s proprietary portfolio and serving clients with a range
Investments
of investment products, funds and alternative investments.
These segments are the basis on which the Group reports its primary segment information.
Transactions between segments are conducted at estimated market rates on an arm’s length
basis. Transfer charges are based on a pool rate which approximates the cost of funds.
31 December 2015
Banking Treasury Investments Capital Total
BD ’000 BD ‘000 BD ‘000 BD ‘000 BD ‘000
31 December 2014
Banking Treasury Investments Capital Total
BD ’000 BD ‘000 BD ‘000 BD ‘000 BD ‘000
34 FIDUCIARY ASSETS
The Bank’s Shari’a Supervisory Board consists of five Islamic scholars who review the Bank’s
compliance with general Shari’a principles and specific fatwa’s, rulings and guidelines issued
by the Bank’s Shari’a supervisory Board. Their review includes examination of evidence
relating to the documentation and procedures adopted by the Bank to ensure that its activities
are conducted in accordance with Islamic Shari’a principles.
The fair value of sovereign sukuk is BD303,506 thousands (2014: BD147,593 thousands). The
estimated fair values of other financial instruments are not materially different to their carrying
values as of 31 December 2015 and 2014.
During the year, the Group received Sharia’ prohibited income totalling BD189 thousands
(2014: BD211 thousands). These include, income earned from the conventional financing and
investments, penalty charges from customers and income on current account balances held
with correspondent banks. These funds were allocated to charitable contributions.
38 SOCIAL RESPONSIBILITY
The Group discharges its social responsibility through charity fund expenditures and donations
to individuals and organisations which are used for charitable purposes. During the year
the Group paid an amount of BD320 thousands (2014: BD225 thousands) on account of
charitable donations.
39 ZAKAH
40 CAPITAL ADEQUACY
The primary objectives of the Group’s capital management policies are to ensure that the
Group complies with externally imposed capital requirements and that the Group maintains
strong credit ratings and healthy capital ratios in order to support its business and to maximise
shareholders’ value. Capital adequacy for each of the group companies is also managed
separately at individual company level. The Group does not have any significant restrictions on
its ability to access or use its assets and settle its liabilities other than any restrictions that may
result from the supervisory frameworks within which the banking subsidiaries operate.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividend
payment to shareholders or issue capital securities. No changes were made in the objectives,
policies and processes from the previous years.
The regulatory capital and risk-weighted assets have been calculated in accordance with Basel
III as adopted by the CBB.
2015
BD ‘000
Common equity Tier 1 Capital 268,814
Tier 2 capital 32,240
Total capital 301,054
Credit risk-weighted assets 1,381,565
Market risk-weighted assets 19,606
Operational risk-weighted assets 99,967
Total risk-weighted assets 1,501,138
Capital adequacy ratio for 2014 was calculated to be 18.7%. This included the regulatory
capital of BD263,222 thousand and risk-weighted assets of BD1,407,346 thousand, calculated
in accordance with Basel II regulations as adopted by the CBB.
Deposits held with the Group’s Bahrain operations are covered by the Deposit Protection
Scheme (the Scheme) which was established by the Central Bank of Bahrain concerning
the establishment of Deposit Protection Scheme and Deposit Protection Board. No liability is
due until one of the member commercial banks of the Scheme is unable to meet its deposit
obligations.
42 COMPARATIVE FIGURES
Certain of the prior year figures have been reclassified to conform to the current year
presentation. Such reclassifications did not affect previously reported net profit, total assets,
total liabilities and total equity of the Group.