Annual Report
Transcription
Annual Report
Annual Report 2013 Deposit Guarantee Corporation of Manitoba DEPOSIT GUARANTEE CORPORATION OF MANITOBA VISION The Deposit Guarantee Corporation of Manitoba (DGCM) is respected as a proactive and effective regulator and deposit guarantor. MISSION To maintain confidence in the strength and sustainability of the Manitoba credit union and caisse Systems. CORPORATE VALUES We consider our staff our most important asset. We employ best practices. We communicate openly with our stakeholders. We conduct our activities with a high level of integrity and accountability. We treat everyone with respect and fairness. We exercise sound judgment. We adjust our regulatory approach in an evolving environment. EMPLOYEE STATEMENT OF INTENT We are a team of professionals that proactively and effectively oversees and assists in the management of risk within the Manitoba credit union and caisse Systems. 1 ANNUAL REPORT 2013 TABLE OF CONTENTS OPERATIONAL REPORT Report from the Chair................................................................................................................................................................................................................... 2 Report from the Chief Executive Officer.............................................................................................................................................................................. 3 Corporate Governance................................................................................................................................................................................................................. 5 Board of Directors............................................................................................................................................................................................................. 5 Framework............................................................................................................................................................................................................................ 6 Committees.......................................................................................................................................................................................................................... 6 Management Discussion and Analysis................................................................................................................................................................................... 7 Mandate................................................................................................................................................................................................................................. 7 DGCM Financial Overview............................................................................................................................................................................................ 8 Systems’ Financial Overview....................................................................................................................................................................................... 11 Standards of Sound Business Practice.................................................................................................................................................................... 12 Managing Risk................................................................................................................................................................................................................... 13 Key Initiatives and Achievements.......................................................................................................................................................................................... 14 A Vibrant Network........................................................................................................................................................................................................................ 15 FINANCIAL STATEMENTS Management’s Responsibility.................................................................................................................................................................................................. 16 Independent Auditor’s Report................................................................................................................................................................................................ 17 Consolidated Statement of Financial Position................................................................................................................................................................. 18 Consolidated Statement of Comprehensive Income.................................................................................................................................................... 19 Consolidated Statement of Changes in Equity................................................................................................................................................................ 20 Consilidated Statement of Cash Flows............................................................................................................................................................................... 21 Notes to Consolidated Financial Statements................................................................................................................................................................... 22 Schedule of Consolidated Operating Expenses............................................................................................................................................................. 48 THE PUBLIC INTEREST DISCLOSURE (WHISTLEBLOWER PROTECTION) ACT.............................................................................................. 49 DEPOSIT GUARANTEE CORPORATION OF MANITOBA 2 REPORT FROM THE CHAIR I am honoured to have been selected to serve as Chair of the Board of the Deposit Guarantee Corporation of Manitoba (DGCM) in 2013 and to have this opportunity to prepare my first Annual Report message. 2013 was a year of change for the DGCM Board. Because of the provincial government’s decision to limit service on government Boards to a maximum of ten years, we saw former Chair Jake Janzen and Board members Ron Pozernick and Stephen Roznowsky leave the Board. All three made significant contributions to this organization – they saw the “big picture” (holistic), helped the organization manage significant changes such as the amalgamation of the credit union and caisse System guarantors (progressive) and always asked good questions. They demanded solid rationale or evidence from management when making decisions (vigilant). We also welcomed Chuck Golfman, Monica Girouard, and Bryan Rempel as new appointees to the Board. These new Directors bring a variety of experiences and expertise to the Board in terms of their professional designations, business, and credit union backgrounds. Our continuing Board members include John Klassen, Paul Gilmore, and Brian Mayes. They offer considerable wisdom and insight from their leadership roles and experience within the credit union System (John) and the caisse System (Paul) while Brian Mayes gives us legal and government perspectives. Our new Board has the diversity, dedication, depth of knowledge, and experience to continue to be holistic, progressive, and vigilant. Everyone on this Board is committed to providing and developing excellence in our governance processes and activities. We chose a governance review as our internal audit project for 2013. This review was a very useful process and encompassed: • • • • responsibilities and mandate structure and organization processes and information needs assessing performance and accountability The review confirmed the relevance and effectiveness of many of our current practices in each of these four areas. We are adopting a number of the recommendations to assist us in further developing our ERM (enterprise risk management) program and developing a balanced scorecard approach to assessing organizational effectiveness. Setting the direction for DGCM is a primary Board responsibility and the annual strategic planning session is a major event in our Board calendar and work plan. In 2013, we re-affirmed three strategic goals and identified ways to measure success in each area: • • • ensuring DGCM operates effectively and efficiently ensuring credit union and caisse Systems appropriately manage risk ensuring the Deposit Guarantee Fund is strong and secure The 2013 planning session included stakeholder consultation through a panel discussion with three CEO’s from different sized credit unions, presentations from Credit Union Central of Manitoba (CUCM), and the Financial Institutions Regulation Branch (FIRB). We also hosted a dinner meeting with the Minister of Finance. On behalf of the whole Board, I would like to express sincere appreciation to our competent and committed executive team and staff. Their efforts, engagement, and goal accomplishments all complement our vision of being respected as a proactive and effective regulator and deposit guarantor. Sheryl Feller, Chair of the Board of Directors 3 ANNUAL REPORT 2013 REPORT FROM THE CHIEF EXECUTIVE OFFICER I am once again very pleased to report on the financial results of DGCM for the year ending December 31, 2013. Manitoba credit unions and the caisse have performed consistently well and have experienced steady growth over the past year. As the global economies continue to recover, the credit union and caisse Systems in Manitoba have delivered strong results and improved on most measures of sustainability. These strong results and overall health of the Systems help ensure that any claim against our Guarantee Fund is remote. The Systems grew by 7% in 2013, one of the strongest growth rates in the country. Although the growth moderated from the double digits evidenced in previous years, new business strongly contributed to the bottom line and net income, as a percentage of assets, remained consistent at 54 basis points (bps). The lower growth in assets, combined with excellent net income, resulted in total regulatory capital increasing from 5.97% to 6.14%. Each credit union and caisse now has the option to operate outside provincial boundaries under recent changes to The Bank Act. Although we may not see the first federally regulated credit union or caisse for some time, these entities now have the opportunity for geographic diversification, access to new markets, and inter-provincial partnerships. At year-end, our Guarantee Fund stood at $224 million or 100.8 bps of the Systems’ deposits. This is well within our stated objective of maintaining the Guarantee Fund within a range of 95 bps to 115 bps. The Guarantee Fund remains invested in strong, conservative, and liquid investments primarily consisting of federal and provincial bonds. The investment mix of the portfolio is 44.4% Federal government, 30.1% Provincial, 20.9% corporates, and 4.6% GICs (guaranteed investment certificates). We utilize a passive investment approach with our target return being the DEX Universe Bond Index. The passive approach allows for savings on advisor fees while enjoying substantially the same returns as an actively managed portfolio. Revenue for the year was $26.1 million, consisting of assessment revenue of $21.6 million and income from investments. Investment income was lower than in 2012 as we transitioned to a passive investment approach, recognizing gains on the sale of investments in 2012 as our portfolio was realigned. Assessments were up in 2013 as we increased the premium charged by 1 bps to maintain our Guarantee Fund within the range and keep pace with growth in the Systems’ deposits. Operating expenses were up by $264,000 or 6.1% primarily due to higher salaries and employee benefits. At the end of 2012, the Board had approved a new organizational chart which included new positions in the areas of regulatory practices and strategic planning/ERM. These new positions were the main reason for the 2013 increased salaries. We also saw significant decreases in certain expense categories, such as investment management fees down by $73,000, and special projects that declined by $97,000. Board remuneration and expenses remained virtually unchanged from the prior year. Net income for the year was $21.5 million, down from $25.6 million in 2012 due to the reduced investment income. International Financial Reporting Standards (IFRS) accounting rules also required us to “mark to market” our bond portfolio and, in a period of increasing interest rates, we booked an unrealized loss of $7.2 million. As we do not actively trade the bond portfolio, this loss will reduce as these bonds move closer to their maturity date. (continued on page 4) DEPOSIT GUARANTEE CORPORATION OF MANITOBA 4 (Report from the Chief Executive Officer continued from page 3) In 2013, DGCM worked on a number of important initiatives. We continue to refine our risk management framework so that resources can be properly directed to areas that expose DGCM to the greatest risk. Global capital standards are increasing through the adoption of Basel III and we have issued an exposure draft on what that would look like for the Manitoba Systems as part of the consultation process. Legislative changes will need to occur before it fully comes into effect. We have also sent out an exposure draft on a new intervention program and expect to have that process finalized during 2014. Internally, we have concentrated on improving our human resource processes and have initiatives ongoing around performance management, succession planning, and compensation. As a member of the Credit Union Prudential Supervisors Association (CUPSA), DGCM participates in regular meetings with our counterparts across Canada. CUPSA is collaborating on developing best practices and conducting research on topics of common issues such as capital standards, information technology governance, and liquidity. Although each province will establish its own regulatory framework, CUPSA has helped to develop a set of principles and standards that improve and strengthen the regulation of the credit unions and caisses populaires in Canada. As mentioned in the Chair’s report, we have seen a significant turnover in our Board over the past three years. This has not diminished the quality, decision making ability, or concern for the well-being of every credit union and caisse in the province. New members on the Board are all working diligently to become familiar with our governance model and are providing excellent leadership and direction to the Senior Management Team. I would like to take this opportunity to express my appreciation to our Board members for their dedication and professionalism in working together in the best interests of all stakeholders. I would like to thank our Staff and the Board for all the support I have received over the past year. DGCM has a team of hardworking, dedicated, and professional employees who are committed to working collaboratively with Manitoba’s credit unions and the caisse in fulfilling our mandate. Vernon MacNeill, Chief Executive Officer 5 ANNUAL REPORT 2013 CORPORATE GOVERNANCE BOARD OF DIRECTORS DGCM is administered by a Board of seven directors, all of whom are formally appointed by the Lieutenant Governor in Council, Province of Manitoba. Four directors are nominated by Government, two directors by CUCM, and one director by the caisse System. The Board governs the business affairs of DGCM and helps set the strategic direction that oversees the safety and stability of the Guarantee Fund as mandated by The Credit Union and Caisses Populaires Act. The directors operate under formal Board of Directors Back row left to right: Paul Gilmore, John Klassen (Vice-chair) Front seated: Chuck Golfman, Bryan Rempel, Sheryl Feller (Chair), Monica Girouard, Brian Mayes (absent) Terms of Reference for both the Board and its Committees. A Code of Conduct is acknowledged annually by directors and employees. The Board and Senior Management, as a team, complement each other’s skills in effectively directing the use of DGCM’s resources to accomplish its purposes. It is the duty of the Board to establish strategic direction, and to set the foundation for ongoing effective governance of DGCM. The duty of the Chief Executive Officer (CEO) is to plan, communicate, and set in motion the action undertaken by the organization to meet the Board’s strategic direction. DEPOSIT GUARANTEE CORPORATION OF MANITOBA 6 (Corporate Governance continued from page 5) FRAMEWORK DGCM began operating in 1965 as The Credit Union Stabilization Fund. Since 1968, legislation has required that every Manitoba credit union and caisse be covered by a deposit guarantee entity. DGCM has established a governance framework that closely follows best practices in the financial industry. Our framework is based on the legal, regulatory, institutional, and ethical environment that addresses the administration and controls in our organization. The Finance & Audit Committee is subject to the following legislative requirements: • review the annual audited financial statements • review the changes in the accounting principles and practices • recommend the appointment of an auditor • review the scope, timing, and coordination of the external and internal audit plans • review all significant recommendations made by the auditor DGCM regularly reviews its objectives to ensure we remain focused on our mandate to fully guarantee the safety of member deposits. There are internal programs in place to closely monitor the Manitoba credit union and caisse environment and keep DGCM apprised of changes and trends. Our proactive risk-based approach to regulation allows us to become involved earlier to mitigate potential risks to the Guarantee Fund. The Finance & Audit Committee is also responsible for oversight of: COMMITTEES Governance & Human Resources Committee Board Committees are designed to utilize directors’ strengths to enhance our governance practices and address key responsibilities and activities. The Governance & Human Resources Committee reports quarterly to the Board. The Committee oversees DGCM’s corporate governance practices and confirms it operates under a formal Terms of Reference, satisfactorily fulfilling its functions during the year. Finance & Audit Committee The Finance & Audit Committee reports quarterly to the Board and meets independently with the Auditors to verify external and internal due diligence in DGCM’s controls and financial reporting. This reporting includes confirming the activities outlined in its Terms of Reference to ensure that the fundamental activities are being conducted. • • • • • compliance and regulatory practices financial performance financial reporting and accounting practices operational and internal control practices investment policy reporting and compliance The Governance & Human Resources Committee is responsible for: • • • • • • corporate governance risk management board orientation and education succession planning CEO performance and compensation stakeholder communication 7 ANNUAL REPORT 2013 MANAGEMENT DISCUSSION AND ANALYSIS MANDATE Our mission and vision, coupled with our corporate values, keeps us focused on fulfilling our mandate. Manitoba legislation prescribes DGCM’s mandate to: • • • guarantee deposits in credit unions and the caisse promote credit union and caisse development of sound business practices to protect them from financial losses ensure that credit unions and the caisse operate under sound business practices DGCM believes that efficient and effective operations facilitate the execution of our mandate to maintain depositor confidence in the guarantee. To maintain focus on the mandate, a comprehensive strategic plan is in place and refined on an annual basis to remain current. As well, the accompanying employee statement of intent reflects a stafflevel commitment to fulfilling our mandate. Senior Management Team Back row left to right: Joe Nowicky (CFO), Zach Zahradnik (COO) Front seated: Vernon MacNeill (CEO), Heather Shaw (Corporate Secretary), Ray Braun (CRO) 8 DEPOSIT GUARANTEE CORPORATION OF MANITOBA DGCM FINANCIAL OVERVIEW COMPOSITON OF MARKETABLE SECURITIES BY ISSUER TYPE 250 115 200 110 150 105 100 100 50 95 0 90 2009 2010 2011 2012 basis points On December 31, 2013, our assets totaled $224.3 million, an increase of $14.6 million, or 7% over 2012. The increase was derived principally from comprehensive income of $15.4 million for the year, less an increase in deferred tax assets. Our investment portfolio, which represents 96% of our assets, is conservatively invested in government and corporate bonds, and GICs. The majority of these securities are quality rated at AA or higher. TOTAL EQUITY POSITION millions Financial Position Highlights 2013 Retained Earnings AOCI bps of Deposits The Guarantee Fund, DGCM’s equity totaling $223.7 million, is comprised of retained earnings and accumulated other comprehensive income (AOCI). The Guarantee Fund represents the current internal financial resources available to protect Manitoba’s credit union and caisse Systems. Government Bonds - 74.5% Corporate Bonds - 20.9% GICs - 4.6% COMPOSITION OF MARKETABLE SECURITIES BY CREDIT QUALITY Retained earnings are DGCM’s cumulative net income accumulated over time. At year-end, retained earnings totaled $230.3 million, an increase of $21.6 million or 10% over 2012. This increase was due to annual net income from regular operations, net of realized losses on the realignment of the investment portfolio. AOCI is accumulated unrealized gains and losses, driven by fluctuations in the fair market value of the investment portfolio. At year-end, AOCI was in a temporary loss position of $6.6 million. When AOCI is combined with retained earnings, the total equity position in absolute dollars, and relative to all credit union and caisse deposits, reflects the fair market value of our Guarantee Fund. At year-end, total equity was 100.8 bps of Systems’ deposits. AAA - 46.7% AA - 25.9% A - 22.7% Unrated (CUCM) - 4.7% 9 ANNUAL REPORT 2013 Comprehensive Income Highlights INVESTMENT REVENUE 25 12 20 10 15 8 10 6 5 4 0 2009 2010 2011 2012 millions millions COMPREHENSIVE INCOME 2013 Comprehensive income is the total DGCM income over the course of the year from regular operations (net income), and changes in the fair market value of its investment portfolio (other comprehensive income). Comprehensive income for the year totaled $15.4 million. Revenue for the year totaled $26.1 million, offset by operating expenses of $4.6 million. The result was a net income of $21.5 million. Other comprehensive income for 2013 was an unrealized temporary loss of $6.1 million due to fluctuations in market values of investments. 25 11 20 10 15 9 10 8 5 7 0 6 2009 2010 2011 2012 basis points millions ASSESSMENTS 2013 Assessments Assessment Rate (bps of Average Systems’ Deposits) DGCM charges quarterly assessments to every credit union and caisse to maintain the Guarantee Fund. This Guarantee Fund is available to offset credit union or caisse shortfalls to reimburse depositors in the event of failure. In 2013, DGCM charged an annualized rate of 10.0 bps of average Systems’ deposits, generating $21.6 million in revenue. 2 0 2009 2010 2011 2012 2013 Total Investment Revenue Operating Expenses DGCM earns revenue on its investments through interest revenue and realized gains/losses on sales of investments. Total investment revenue was $4.5 million, comprised of $4.7 million of interest revenue, offset by $0.2 million in losses on sales of investments due to realignment of the portfolio. Total investment revenue is used to offset operating expenses and provides some relief on the assessment rate charged to maintain the Guarantee Fund. DEPOSIT GUARANTEE CORPORATION OF MANITOBA 10 OPERATING EXPENSE HIGHLIGHTS DGCM incurs operating expenses in fulfilling its legislated mandate. The total operating expenses for 2013 were $4.6 million, an increase of $264,000 or 6%. The material variances are detailed in the table below: 2013 EXPENSE VARIANCE AND ANALYSIS Operating Expense Area Variance over 2012 Explanation Salaries, Other Personnel Costs, and Board $193,500 Standard annual increases, additional personnel, and increased use of contractors Professional Services and Investment Management Fees (17,900) Renegotiated investment manager fee structure, offset by increased internal audit work CUCM Funding Central Credit Committee funding increase 9,700 General Office* (5,800) Increases in office expense for additional equipment and furniture, offset by deferred or cancelled projects and decreases in staff training and travel Occupancy* 80,700 Standard increases in rent and maintenance, augmented by additional office space Bonding Administration Reduced residual recoveries in 2013 3,800 *Depreciation expense allocated to corresponding area General Office - 14.5% CUCM Funding - 5.4% Professional Service Fees - 5.6% Occupancy - 8.0% 6 3.0 5 2.5 4 2.0 3 1.5 2 1.0 1 0.5 0 0.0 2009 2010 2011 2012 2013 Operating Expenses bps of Sytems’ Assets DGCM remains committed to managing expenses. While expenses in absolute dollars have increased, costs have remained controlled relative to the Systems’ assets. basis points Salaries, Other Personnel and Board costs - 66.5% OPERATING EXPENSE TRENDS millions PROFILE OF OPERATING EXPENSES 11 ANNUAL REPORT 2013 SYSTEMS’ FINANCIAL OVERVIEW GROWTH REGULATORY CAPITAL 6 12 4 9 2 percent 15 percent 6 2009 3 2010 2011 2012 2011 2012 2013 Retained Earnings 2013 Asset Growth Loan Growth Deposit Growth Retained earnings, as a percentage of total capital, continued to increase as asset growth declined. Patronage allocations and new share offerings remained relatively constant. Asset and deposit growth declined in 2013, reversing an increasing trend evident since 2010. Growth in loans was similar to the previous year, resulting in a drop in Systems’ liquidity. GFM, GOE, AND NET INCOME 2.50 2.25 2.00 ASSETS AND REGULATORY CAPITAL 1.75 25 6.5 20 6.3 15 6.1 1.00 10 5.9 0.75 5 5.7 0.50 0 5.5 2009 2010 2011 2012 2013 Systems’ Assets Regulatory Capital (% of Systems’ Assets) Systems’ assets grew by $1.5 billion to $23.9 billion. Regulatory capital, as a percent of assets, increased due to a decline in asset growth rate. 1.50 percent 1.25 percent billions 2010 Share Capital 0 2009 0 0.25 0.00 2009 2010 2011 2012 2013 Gross Financial Margin (GFM) Gross Operating Expenses (GOE) Net Income Positive trends were evident in both GFM and GOE in 2013. A corresponding improvement in net income did not occur. This event was due to a drop in other revenue, combined with small increases in provisions for impaired loans, income tax, and patronage allocations. DEPOSIT GUARANTEE CORPORATION OF MANITOBA LOAN SEGMENTATION 12 SYSTEMS’ PROFILE BY ASSET SIZE AND NUMBER OF INSTITUTIONS 25 20 Residential Mortgage Loans - 51.7% Commercial Loans - 30.0% Agricultural Loans - 8.6% Personal Loans - 9.7% Loan segmentation remains virtually identical to the previous year. Close to 80% of the loan portfolio is secured by real estate. Delinquency has been low and stable at 0.5% over the past three years. billions 15 6 7 8 10 5 6 5 6 7 8 7 9 34 28 28 28 21 2009 2010 2011 2012 2013 0 > 1B 250M - 1B < 250M Following two mergers in 2013, there are now a total of 38 institutions. These mergers, combined with organic asset growth, resulted in a significant reduction to the category of institutions under $250 million. Another merger has been announced in 2014. STANDARDS OF SOUND BUSINESS PRACTICE The Standards of Sound Business Practice (Standards) are a set of principles that assists DGCM to direct and manage itself in a prudent, effective, and appropriate manner. The prudence exhibited by DGCM’s Directors and Senior Management Team have critical influence on DGCM’s viability, safety, and soundness, and its ability to achieve its mandated objectives. DGCM’s four Standards are: 1. Corporate Governance - DGCM must effectively direct, oversee, and manage its business activities and ensure that performance, accountability, and integrity are achieved. 2. Strategic Management - DGCM must ensure that business operations are effectively planned, executed, and monitored. 3. Risk Management - DGCM must have a comprehensive approach to identifying, managing, and controlling business and operating risks. 4. Internal Control Structure - DGCM must establish and maintain effective systems for internal control, and ensure these systems are reviewed and validated on a regular basis. The credit union and caisse Systems also use the same four Standards to operate in a prudent, effective, and appropriate manner. 13 ANNUAL REPORT 2013 MANAGING RISK DGCM utilizes a formal ERM framework for managing risks present in our operating environment. As a key component of the Standards, ERM is a tool to identify, evaluate, and control risks in a comprehensive and systematic manner. The framework is managed through a cross-functional committee with representation from all departments. ERM is broken down into the following distinct stages: Risk Identification & Assessment – identifies broad risk categories and principal inherent risks within each category and assesses each on the basis of inherent likelihood and impact Current Mitigation Strategies – determines existing risk management strategies and evaluates effectiveness Residual Risk – defines residual risk, considering existing risk management strategies, on the basis of likelihood and impact DGCM’s Risk Tolerance – establishes DGCM’s comfort or acceptable level of risk Risk Identification & Assessment Risk Management & Monitoring Current Mitigation Strategies Comprehensive Risk Profile Residual Risk Comprehensive Risk Profile – consolidates all principal residual risks relative to DGCM’s accepted risk tolerance level in the form of a risk map Risk Management & Monitoring – identifies and implements risk management strategies to avoid, accept, transfer, or mitigate principal residual risks approaching or exceeding DGCM’s accepted risk tolerance level; also reviews the effectiveness of risk management strategies in controlling principal risks to DGCM This framework is a key input into the annual Strategic Planning process. Tactical plans are developed in response to significant risks in the operating environment to ensure that risks remain managed within DGCM’s tolerance level. DGCM’s Risk Tolerance DGCM’S RISK ENVIRONMENT Risk Category Description Deposit Guarantee/Solvency Risk Risk to the strength and stability of every credit union and caisse, and the adequacy of the Guarantee Fund. Strategic Risk Risk that impairs the effectiveness of DGCM’s Board and Senior Management Team, or can have a material effect on the reputation of the organization. Regulatory Risk Risk with a material effect on DGCM’s compliance with its legislated mandate, along with other applicable laws and regulations. Financial Risk Risk with a material effect on the Guarantee Fund’s value, liquidity, and investment yields. Operational Risk Risk with a material effect on DGCM’s business operations and functional processes. In 2014, DGCM is committed to further mature the ERM framework by including more specific risks, risk appetites, and risk tolerances in the model and by expanding reporting capabilities to augment management’s decision making. Additionally, the identified risks are integrated into the daily operations of our ERM practices. DEPOSIT GUARANTEE CORPORATION OF MANITOBA 14 KEY INITIATIVES AND ACHIEVEMENTS DGCM’s 2013 business plan identified three core strategies to fulfill its mandate. To support these strategies, a number of tactical initiatives were identified and scheduled for execution Corporate Strategy #1 2013 Key Initiatives Ensure the Guarantee Fund is strong and secure Too Big to Fail We will build and maintain a Guarantee Fund that is sufficient in size and mix to meet the anticipated risk management needs of the credit union and caisse Systems. The Guarantee Fund will provide a revenue stream for our operations and contribute to public confidence in DGCM. during the year. The tables below summarize the core strategies, associated tactical initiatives, and current status. Identify thresholds for when a credit union or caisse represents excessive risk. Status Completed Stress Testing – Scenario Planning Execution Utilize plausible scenarios to undertake stress testing of DGCM’s internal processes and adequacy of the Guarantee Fund. Deferred to 2014 Guarantee Fund Confirmation Obtain independent confirmation that the Guarantee Fund policy and management is appropriate for DGCM given its mandate. Actuarial Update – Fund Adequacy Deferred to 2014 Refine actuarial modeling on stress-testing the Guarantee Fund to harmonize variables used while respecting different risk profiles among provinces. On track Corporate Strategy #2 2013 Key Initiatives Status Ensure the credit union and caisse Systems appropriately manage risk Internal Risk Rating System We will oversee the credit union and caisse Systems, ensuring that risks are managed appropriately through active monitoring programs and appropriate intervention measures that protect the interest of depositors. Enhanced Intervention Program Develop a model to rate a credit union or caisse according to the comprehensive risk it represents to DGCM. Refine DGCM’s response to a credit union or caisse representing increased levels of risk, incorporating the new internal risk rating system. Completed On track Stress Testing – Systems’ Liquidity Develop modeling to stress the liquidity of the Systems’ virtual deposits during triggering events. Asset-Liability Management Develop and communicate guidance on expectations of a credit union or caisse for the governance and execution of asset-liability management practices. Basel III On track On track Collaborate with stakeholders to develop capital adequacy requirements consistent with Basel III for a credit union or caisse. On track Corporate Strategy #3 2013 Key Initiatives Status Ensure DGCM operates effectively and efficiently Internal Audit We will fulfill our legislated mandate through the engagement of a dedicated team of knowledgeable staff, using an effective inventory of tools to satisfy the needs of key stakeholders, while aligning operations to support our strategic goals. These efforts will be executed prudently to achieve the required results. Enhance the internal audit program for DGCM with a focus on governance. Completed Enterprise Risk Management Build on the current framework to advance the program along the maturity scale. On track Compensation Review Review methodology for progress within salary ranges, exploring performance-based pay, and a refined annual appraisal tool. On track Insurance Review Assess the adequacy and value of the bond, fidelity, and property insurance. Completed 15 ANNUAL REPORT 2013 A VIBRANT NETWORK DGCM regulates and guarantees the deposits of Manitoba’s vibrant network of 37 credit unions and 1 caisse. (Virtual deposit taking institutions are identified in italics.) Access Credit Union Minnedosa Credit Union Amaranth Credit Union Niverville Credit Union Assiniboine Credit Union (Outlook Financial) North Winnipeg Credit Union Austin Credit Union Beautiful Plains Credit Union Belgian-Alliance Credit Union Caisse Financial Group Noventis Credit Union Oak Bank Credit Union Portage Credit Union Prairie Mountain Credit Union Rorketon and District Credit Union Cambrian Credit Union (Achieva Financial) Rosenort Credit Union Carpathia Credit Union Sandy Lake Credit Union Casera Credit Union Starbuck Credit Union Catalyst Credit Union Steinbach Credit Union Crocus Credit Union Strathclair Credit Union Crosstown Civic Credit Union (AcceleRate Financial) Sunova Credit Union (Hubert Financial) Entegra Credit Union (Implicity Financial) Sunrise Credit Union Erickson Credit Union Vanguard Credit Union Flin Flon Credit Union Grandview Credit Union Westoba Credit Union (Maxa Financial) La Salle Credit Union Winnipeg Police Credit Union Me-Dian Credit Union Swan Valley Credit Union DEPOSIT GUARANTEE CORPORATION OF MANITOBA MANAGEMENT’S RESPONSIBILITY Management of the Deposit Guarantee Corporation of Manitoba (DGCM) is responsible for the integrity and fair presentation of the consolidated financial statements included in the annual report. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards. In discharging its responsibility, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, proper records are maintained and assets safeguarded. The Board of Directors of DGCM oversees management’s responsibilities for the financial reporting procedures and internal control systems. The Board reviews the consolidated financial statements in detail prior to approving the statements for publication. The Board’s Finance and Audit Committee recommends the appointment of the external auditor and reviews the terms of the external audit engagement, annual fees, audit plans and scope, and management letter recommendations. Vernon MacNeill, MBA Chief Executive Officer S. Joe Nowicky, CMA Chief Financial Officer 16 17 ANNUAL REPORT 2013 INDEPENDENT AUDITOR’S REPORT To the Board of Directors of Deposit Guarantee Corporation of Manitoba Deloitte LLP 360 Main Street, Suite 2300 Winnipeg MB R3C 3Z3 Canada Tel: (204) 942-0051 Fax: (204) 947-9390 www.deloitte.ca We have audited the accompanying consolidated financial statements of the Deposit Guarantee Corporation of Manitoba, which comprise the consolidated statement of financial position as at December 31, 2013, and the consolidated statements of comprehensive income, changes in equity and cash flows for the year ended December 31, 2013, and notes to the consolidated financial statements. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Deposit Guarantee Corporation of Manitoba as at December 31, 2013, and its financial performance and its cash flows for the year ended December 31, 2013 in accordance with International Financial Reporting Standards. Chartered Accountants February 28, 2014 Winnipeg, Manitoba DEPOSIT GUARANTEE CORPORATION OF MANITOBA 18 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (in Canadian dollars) As at December 31 2013 2012 ASSETS Cash (Note 5) $ 732,739 $ 1,880,930 Marketable securities (Note 6) 216,382,357 201,834,794 Assessments receivable (Note 7) 5,546,307 5,196,701 Current tax receivable (Note 11) 84,975 - Prepaid expenses and other assets (Note 8) 49,091 135,020 Other Investments (Note 9) 72,260 72,260 Property and equipment (Note 10) 540,625 458,615 Deferred tax assets (Note 11) 854,000 87,520 $224,262,354 $209,665,840 LIABILITIES Accounts payable and accrued liabilities (Note 12) $ Defined benefit plan obligation (Note 13) Current tax liability (Note 11) 287,623 $ 321,020 - 322,922 298,220 755,859 Total liabilities 608,643 1,377,001 Contingent liabilities (Note 14) CORPORATION EQUITY Retained earnings 230,309,467 208,703,360 (6,655,756) Accumulated other comprehensive loss (414,521) Total corporation equity 223,653,711 208,288,839 $224,262,354 Approved by the Board February 28, 2014 Sheryl Feller, Director John Klassen, Director $209,665,840 19 ANNUAL REPORT 2013 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (in Canadian dollars) Year Ended December 31 REVENUES Regular assessments (Note 15) 2013 $ 21,649,037 Investment revenue (Note 15) 2012 $ 18,516,114 4,458,251 11,937,936 26,107,288 30,454,050 EXPENSES Operating expense (Note 16) 4,586,072 4,322,119 Credit union merger expense (Note 16) 2,084 3,117 4,588,156 4,325,236 INCOME BEFORE INCOME TAXES 21,519,132 26,128,814 (86,975) Income tax (recovery) expense (Note 11) 464,774 NET INCOME 21,606,107 25,664,040 OTHER COMPREHENSIVE INCOME (LOSS) Items that may be reclassified subsequently to profit and loss Unrealized gains (losses) on available-for-sale assets (7,215,658) Income tax benefit 787,574 67,007 Realized losses (gains) on available-for-sale assets 209,943 (8,119,753) (23,094) Income tax (expense) benefit 974,370 (6,241,235) Total items that may be reclassified (558,394) (6,241,235) OTHER COMPREHENSIVE INCOME (LOSS), NET OF INCOME TAX COMPREHENSIVE INCOME $ 15,364,872 (7,636,770) (7,636,770) $ 18,027,270 DEPOSIT GUARANTEE CORPORATION OF MANITOBA 20 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (in Canadian dollars) Retained Earnings Accumulated Other Comprehensive Income (Loss) Total [Unrealized gains (losses) Available-For-Sale Financial Assets] Balance at January 1, 2012 7,222,249 $ 190,261,569 - 25,664,040 (7,636,770) - (7,636,770) (7,636,770) 25,664,040 18,027,270 Balance at December 31, 2012 $ (414,521) $ 208,703,360 $ 208,288,839 Balance at January 1, 2013 $ 208,703,360 $ 208,288,839 Net income Other comprehensive loss Total comprehensive income (loss) Net income Other comprehensive loss Total comprehensive income (loss) Balance at December 31, 2013 $ 183,039,320 $ 25,664,040 21,606,107 $ (414,521) - 21,606,107 - (6,241,235) (6,241,235) 21,606,107 (6,241,235) 15,364,872 $ 230,309,467 $ (6,655,756) $ 223,653,711 21 ANNUAL REPORT 2013 CONSOLIDATED STATEMENT OF CASH FLOWS (in Canadian dollars) Year Ended December 31 2013 2012 OPERATING ACTIVITIES Net income $ 21,606,107 $ 25,664,040 (766,480) Non-cash (recovery) expense – deferred income taxes (44,520) Non-cash expense – depreciation 190,533 114,123 (349,606) Net increase in assessments receivable (1,368,948) Net decrease (increase) in prepaid expenses and other assets 85,929 (87,297) Net increase (decrease) in taxes receivable and payable (840,834) 810,209 (35,299) Net (decrease) increase in accounts payable and accrued liabilities 64,557 Net increase in retirement benefit obligation 22,800 4,770 Cash flows generated by operating activities 19,913,150 25,156,934 (20,788,799) Net increase in marketable securities, net of deferred tax liability (23,254,113) Purchase of property and equipment, net of disposal proceeds (272,542) (305,864) Cash flows used in investing activities (21,061,341) (23,559,977) INVESTING ACTIVITIES (DECREASE) INCREASE IN CASH1,596,957 (1,148,191) CASH, BEGINNING OF YEAR CASH, END OF YEAR 1,880,930283,973 $ 732,739 $ 1,880,930 $ - $ 145,320 SUPPLEMENTARY CASH FLOW INFORMATION Income taxes paid DEPOSIT GUARANTEE CORPORATION OF MANITOBA 22 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in Canadian dollars, unless otherwise noted) 1.0 NATURE OF ORGANIZATION The Deposit Guarantee Corporation of Manitoba (DGCM) is a deposit guarantee corporation established under The Credit Unions and Caisses Populaires Act of Manitoba. All of the operational activities of DGCM are focused on achieving its legislated objectives: • Guarantee deposits in Manitoba credit unions and caisses populaires (thereafter “credit unions”); • Promote credit union development of sound business practices to protect them from financial losses; and • Ensure the credit unions operate under sound business practices. Without limiting the generality of the foregoing, DGCM shall do such things as are necessary to enable a credit union assigned to it to satisfy the claims of the members of the credit union for withdrawals of deposits. The registered address of DGCM is 390-200 Graham Avenue, Winnipeg, Manitoba, Canada. 2.0 STATEMENT OF COMPLIANCE The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). The consolidated financial statements were authorized for issue by the Board of Directors on February 28, 2014. 3.0 SIGNIFICANT ACCOUNTING POLICIES The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements in accordance with IFRS. 3.1 Basis of consolidation The consolidated financial statements include the accounts of T.S.F. Holdings Limited, a wholly-owned subsidiary, which was incorporated for the purpose of purchasing and collecting loans guaranteed by DGCM under merger and liquidation agreements. 3.2 Basis of measurement The consolidated financial statements have been prepared on the historical cost basis, except for available-for-sale financial assets, which are measured at fair value in the statement of financial position. 3.3 Cash Cash consists of cash on hand, and chequing and demand balances with Credit Union Central of Manitoba and chartered banks. 3.4 Property and equipment Property and equipment are stated in the statement of financial position at historical cost, less accumulated depreciation and accumulated impairment losses. Cost includes the expenditure that is directly attributable to the acquisition of the asset. When parts of an item of property and equipment have materially different useful lives, they are accounted for as separate items (major components) of property and equipment. 23 ANNUAL REPORT 2013 Depreciation and impairment are recognized in net income. Depreciation has been calculated on the following basis: Automobiles - 30% declining-balance Furniture and equipment - 20% declining-balance Computer hardware - 2½ years straight-line Leasehold improvements - Term of lease straight-line Gains and losses on disposal of an item of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of the property and equipment, and are recognized net within depreciation of operating expenses. 3.5 Regular assessments, special assessments, and financial assistance repayments Regular assessments, special assessments, and financial assistance repayments are measured at the fair value of the consideration received or receivable. Credit union regular assessments, special assessments and financial assistance repayments are recognized as follows: • Credit union regular assessments are recognized when earned. Regular assessments are determined quarterly, and accrued for monthly. Credit union payments are received quarterly. • Special assessments are recognized when earned. Special assessments are only charged if, in the opinion of DGCM’s Board, the Guarantee Fund is, or is about to be, impaired. • Financial assistance repayments are recognized when received. 3.6 Financial assets All financial assets are recognized and derecognized on trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit and loss (FVTPL), which are initially measured at fair value. Financial assets are classified into the following specified categories: financial assets ‘at FVTPL’, ‘available-for-sale’ (AFS) financial assets and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. 3.6.1 Classification Cash Loans and receivables Marketable securities Available-for-sale Assessments receivable Loans and receivables Prepaid expenses and other assets Loans and receivables Other investments Available-for-sale DEPOSIT GUARANTEE CORPORATION OF MANITOBA 24 3.6.2 Fair value through profit and loss (FVTPL) FVTPL financial assets are those classified as held-for-trading or are designated as such upon initial recognition. Held-for-trading financial assets are financial assets typically acquired for resale prior to maturity or that are designated as held-for-trading. They are measured at fair value at the balance sheet date. Fair value fluctuations including interest earned, interest accrued, gains and losses realized on disposal and unrealized gains and losses are included in income. DGCM does not hold any financial assets classified as FVTPL. 3.6.3 Available-for-sale (AFS) AFS financial assets are those non-derivative financial assets that are designated as available-for-sale, or that are not classified as loans and receivables, held-to-maturity or held-for-trading investments. Except as mentioned below, AFS financial assets are carried at fair value with unrealized gains and losses included in accumulated other comprehensive income until realized when the cumulative gain or loss is transferred to income. AFS financial assets that do not have quoted market prices in an active market are recorded at cost. Interest on interest-bearing available-for-sale financial assets is calculated using the effective interest method and recorded in investment revenue. 3.6.4 Loans and receivables Cash, prepaid expenses and other assets, and assessments receivables with fixed or determinable payments are classified as ‘loans and receivables’. Loans and receivables are accounted for at amortized cost using the effective interest method, less any impairment. Interest income is recognized by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. 3.6.5 Impairment of financial assets Financial assets, other than those designated as FVTPL, are regularly assessed on an individual basis for indicators of impairment at each balance sheet date. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. Objective evidence of impairment could include but is not limited to: • significant financial difficulty of the issuer or counterparty; • default or delinquency in interest or principal payments; or • it becoming probable that the borrower will enter bankruptcy or financial re-organization. For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets. When an AFS financial asset is considered to be impaired, cumulative losses previously recognized in other comprehensive income are reclassified to net income in the period. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through net income to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. 25 ANNUAL REPORT 2013 3.6.6 Derecognition of financial assets DGCM derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If DGCM neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, DGCM recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If DGCM retains substantially all the risks and rewards of ownership of a transferred financial asset, DGCM continues to recognize the financial asset and also recognizes a collateralized borrowing for proceeds received. 3.7 Financial liabilities Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘other financial liabilities’. 3.7.1Classification Accounts payable and accrued liabilities Other liabilities 3.7.2 Liabilities at FVTPL Financial liabilities are classified as FVTPL when the financial liability is either held for trading or it is designated as at FVTPL. DGCM has not designated any non-derivative financial liabilities as held for trading or FVTPL. Financial liabilities designated as held for trading are those non-derivative financial liabilities that DGCM elects to designate on initial recognition as instruments that it will measure at fair value, netted against interest on investments. Historically, these are short-term liabilities when the recognition of interest would be immaterial. These are accounted for in the same manner as held for trading assets. 3.7.3 Other liabilities Accounts payable and accrued liabilities are classified as ‘other liabilities’. Other liabilities are recorded at amortized cost using the effective interest method and include all financial liabilities, other than derivative instruments. 3.8 Effective interest method DGCM uses the effective interest method to recognize interest income or expense which includes transaction costs or fees, premiums or discounts earned or incurred for financial instruments. The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a shorter period, to the net carrying amount on initial recognition. 3.9 Transaction Costs Transaction costs are expensed as incurred for financial instruments classified as FVTPL. Transaction costs for financial assets classified as available-for-sale, loans and receivables, and other liabilities are netted against the carrying value of the asset or liability and are then recognized over the expected life of the instrument using the effective interest method. DEPOSIT GUARANTEE CORPORATION OF MANITOBA 26 3.10 Leasing Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. DGCM does not have finance leases. Operating lease payments are recognized as an expense on a straight-line basis over the lease term. 3.11 Employee benefits 3.11.1 Defined contribution plan A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in net income in the periods during which services are rendered by employees. 3.11.2 Defined benefit plan A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. DGCM’s defined benefit plan is a retirement allowance, limited to a single future obligation, as a proportion of an employee’s annual salary. DGCM’s net obligation is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The rate used to discount post-employment benefit obligations is determined by reference to market yields at the end of the reporting period on high-quality corporate bonds. The calculation is performed annually by a qualified actuary using the projected unit credit method. DGCM recognizes all actuarial gains and losses arising from the defined benefit plan immediately in other comprehensive income, and reports them in accumulated other comprehensive income. 3.11.3 Termination benefits Termination benefits are recognized as an expense at the earlier of the following dates: • When DGCM recognizes costs for a restructuring within the scope of IAS 37 that includes the payment of termination benefits; or • When DGCM can no longer withdraw the offer of those benefits. If benefits are payable more than 12 months after the reporting period, then they are discounted to their present value. 3.11.4 Short-term employee benefits Short-term employee benefits are obligations that are expected to be settled wholly within twelve months of the end of the annual reporting period in which the employees render related services. These obligations are measured on an undiscounted basis. 27 ANNUAL REPORT 2013 3.12 Provision for financial assistance to credit unions The provision for financial assistance to credit unions is based on potential losses that may arise due to merger, liquidation arrangements, or dissolution. The provision is established based on an individual credit union’s probability of requirement for assistance and an assessment of the aggregate risk in the credit union systems. 3.13 Assets acquired from merger/dissolution of credit unions Loans and real property acquired as a result of merger or dissolution proceedings are recorded at estimated net realizable value. 3.14 Taxation Income tax expense represents the sum of the current tax and deferred tax. Tax is recognized as an expense or recovery in net income except to the extent that it relates to items that are recognized outside net income. 3.14.1 Current income tax Current income tax is based on taxable income for the year. Taxable income differs from income as reported in the consolidated statements of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. DGCM’s current tax liabilities are measured at the amount expected to be paid to (recovered from) the taxation authorities using the tax rates that have been enacted or substantively enacted at the balance sheet date. 3.14.2 Deferred Tax Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable income. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable income will be available against which those deductible temporary differences can be utilized. Deferred tax liabilities are recognized for taxable temporary differences associated with investments in its subsidiary except where it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable income against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which DGCM expects, at each balance sheet date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and DGCM intends to settle its current tax assets and liabilities on a net basis. DEPOSIT GUARANTEE CORPORATION OF MANITOBA 28 3.15 Changes in accounting policies There a number of IFRS changes that impacted DGCM in 2013. IAS 19R – Employee Benefits Effective January 1, 2013, DGCM adopted revised IAS 19, Employee Benefits (IAS 19R). The amendments made to IAS 19R include the elimination of the corridor approach for actuarial gains and losses which results in those gains and losses being recognized immediately through other comprehensive income. As a result, the net pension liability will reflect the unfunded status of the defined benefit plan in the Consolidated Statement of Financial Position. In addition, all service costs including curtailments and settlements are recognized immediately in profit or loss. Additionally, the standard includes changes to how the defined benefit obligation and the components of the expense would be presented and disclosed within the consolidated financial statements. These changes would include the separation of the total amount of the defined benefit and other post-employment benefits expense recognized in the Consolidated Statement of Comprehensive Income. In accordance with the transitional provisions in IAS 19R, this change has been applied retrospectively. There was no impact to the financial results of DGCM for the year ended December 31, 2012. IAS 1 – Presentation of Financial Statements DGCM has adopted the guidance of the amended IAS 1, Presentation of Financial Statements. Under the amended standard, other comprehensive income is classified by nature and grouped between items that will be reclassified subsequently to profit or loss (when specific conditions are met) and those that will not be reclassified. This revised standard relates only to presentation and has not impacted the financial results of DGCM. IFRS 10 – Consolidated Financial Statements In accordance with IFRS 10, Consolidated Financial Statements, DGCM has evaluated whether or not to consolidate an entity based on the definition of control within. The standard has defined control as dependent on the power of the investor to direct activities of the investee, the ability of the investor to derive variable benefits from its holdings in the investee, and the direct link between the power to direct activities and receive benefits. The adoption of this standard has not impacted the consolidation of the entities, or the financial results of DGCM. IFRS 12 – Disclosure of Interest in Other Entities DGCM has adopted the guidance of IFRS 12, Disclosure of Interest in Other Entities. The standard requires enhanced disclosure including how control was determined and any restrictions that might exist on consolidated assets and liabilities presented from subsidiaries, joint arrangements, associates, and structured entities. The adoption of this standard has not impacted the disclosure concerning T.S.F. Holdings Limited, or the financial results of DGCM. IFRS 13 – Fair Value Measurement DGCM has adopted the guidance of IFRS 13, Fair Value Measurement to increase consistency and comparability of fair value measurements through the use of a “fair value hierarchy”. The inputs used in valuation techniques are categorized into three levels giving the highest priority to (unadjusted) quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The adoption of this standard relates primarily to disclosure and has not impacted the financial results of DGCM. 29 ANNUAL REPORT 2013 3.16 New standards and interpretations not yet adopted A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended December 31, 2013, and have not been applied in preparing these consolidated financial statements. IFRS 9 – Financial Instruments In July 2013, the International Accounting Standards Board (IASB) tentatively decided to defer the mandatory effective date of IFRS 9, which will not be set until the finalization of the impairment and classification and measurement requirements phases of IFRS 9. The new standard requires all financial assets to be classified on initial recognition at amortized cost or fair value while eliminating the existing categories of available-for-sale, held to maturity, and loans and receivables. The IASB released an additional limited amendment proposal to amend the classification and measurement provisions of IFRS 9, introducing a new category for classification of certain financial assets of fair value through other comprehensive income. The IASB intends to release a final IFRS on this phase in the first half of 2014. The new standard also requires: • embedded derivatives to be assessed for classification together with their financial asset host; • a single expected loss impairment method be used for financial assets; and • amendments to the criteria for hedge accounting and measuring effectiveness. The full impact of IFRS 9 on DGCM will be evaluated after the remaining stages of the IASB’s project to replace IAS 39, Financial Instruments – impairment methodology, hedge accounting, and classification and measurement – are finalized. DGCM anticipates a notable effect on the consolidated financial statements and continues to actively monitor developments in this area. DEPOSIT GUARANTEE CORPORATION OF MANITOBA 30 4.0 CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the application of DGCM’s accounting policies, which are described in Note 3, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. 4.1 Critical judgments in applying accounting policies There are no critical judgments, apart from those involving estimations, that management has made in the process of applying DGCM’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements. 4.2 Key sources of estimation uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. 4.2.1 Provision for financial assistance to credit unions 4.2.1.1 Individual provisions for credit union assistance Individual provisions and contingencies for financial assistance are recognized in accordance with IFRS. The process defined below will be applied quarterly at minimum, and more frequently if required. Credit union analysis will consider: • an individual credit union’s risk rating as established by DGCM • an individual credit union’s financial strength, including capital strength to absorb potential losses and earning trends • whether a credit union appears to have appropriately valued assets • whether levels of collective and individual allowances appear reasonable • provisions and contingencies related to assisted mergers and arrangements DGCM has determined that there are no individual provisions for credit union assistance required. 4.2.1.2 Collective provision for credit union assistance The collective accrual for financial assistance is based on five-year, ten-year, and twenty-year averages of loss experience and other components that consider capital shortfalls and insufficient capital levels. This will include management’s judgment based on historical information and other factors. In addition, a collective provision may be deemed necessary based on DGCM’s best estimate of current aggregate risk to DGCM as determined by evaluating the following conditions: • market and economic conditions • credit union analysis • historic loss experience DGCM has determined that there is no collective provision for credit union assistance required. 31 ANNUAL REPORT 2013 4.2.2 Estimates of fair values Financial instrument carrying values reflect the prevailing market and the liquidity premiums embedded within the market pricing methods DGCM relies upon. Fair values of marketable securities and other investments classified as available-for-sale are determined with reference to quoted market bid price primarily provided by third party independent pricing sources. Where prices are not quoted in a normally active market, fair values are determined by valuation models. DGCM maximizes the use of observable input and minimizes the use of unobservable inputs when measuring fair value. DGCM obtains quoted prices in active markets, when available, for identical assets at the balance sheet date to measure marketable securities and other investments at fair value. 5.0CASH Cash includes cash on hand, and in current accounts with Credit Union Central of Manitoba, RBC Investor Services and Scotiabank. Cash at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the statement of financial position as follows: As at December 31 2013 2012 500 250 556,196 1,780,491 218 569 RBC Investor Services 175,825 99,620 732,739 1,880,930 Cash on hand Credit Union Central of Manitoba Scotiabank 6.0 MARKETABLE SECURITIES Marketable securities include term deposits, treasury bills, government bonds, and corporate bonds. A summary of marketable securities as reflected in the consolidated statement of financial position is as follows: As at December 31 Term deposits Treasury bills Government bonds Corporate Bonds 2013 2012 10,059,048 6,224,373 - 474,299 160,998,986 148,442,872 45,324,323 46,693,250 216,382,357 201,834,794 6.1 Assets pledged as security Term deposits with Credit Union Central of Manitoba with a carrying amount of $10,000,000 (2012: $5,000,000) have been pledged to secure an operating line of credit for DGCM. The pledge agreement is renewed annually. DGCM is not permitted to pledge these assets as security for other borrowings or to sell them to another entity. DEPOSIT GUARANTEE CORPORATION OF MANITOBA 32 7.0 ASSESSMENTS RECEIVABLE Assessments receivable are classified as ‘loans and receivables’ and therefore measured at amortized cost. Assessments receivable refer to the outstanding balance, owed by credit unions, for the fourth quarter assessment, or any special assessment, charged by DGCM. Significantly all of the outstanding balances are collected within 31 days of year-end. As at December 31 Assessment receivable 2013 2012 5,546,307 5,196,701 8.0 PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other assets are classified as ‘loans and receivables’ and therefore measured at amortized cost. As at December 31 2013 2012 Prepaid office expenses 16,492 20,106 Prepaid occupancy expenses 27,851 27,306 14 87,009 4,734 599 Accounts receivable Employee loans 49,091135,020 9.0 OTHER INVESTMENTS As at December 31 Credit Union Central of Manitoba shares, at cost Concentra Trust shares, at cost 2013 2012 68,000 68,000 4,260 4,260 72,260 72,260 These shares are not readily marketable, and there are no contractual or guaranteed rates of return on these investments. The yields earned on these shares have approximated rates earned by DGCM on other investments, and in management’s opinion, fair value of the shares will not differ significantly from the above stated cost. The credit risk inherent in the shares is considered to be insignificant. There are no intentions to dispose of these shares in the foreseeable future. 33 ANNUAL REPORT 2013 10.0PROPERTY AND EQUIPMENT As at December 31 2013 2012 Net carrying amounts of: Automobiles 2,896 8,465 Furniture and equipment 211,149 217,886 Computer hardware 150,586 135,207 Leasehold improvements 175,994 97,057 540,625458,615 Automobiles Furniture and equipment Computer Leasehold hardware improvements Total Cost Balance at December 31, 2012 32,748 342,494 491,828 383,147 1,250,217 Additions 1,781 48,442 116,376 114,145 280,744 Retirements/Disposals (30,377) (12,611) (76,228) (28,662) (147,878) Balance at December 31, 2013 4,152 378,325 531,976 468,630 1,383,083 24,283 124,608 356,621 286,090 791,602 Accumulated depreciation Balance at December 31, 2012 Retirements/Disposals (23,631) (11,156) (76,228) (28,662)(139,677) Depreciation expense 604 53,724 100,997 35,208 190,53 Balance at December 31, 2013 1,256 167,176 381,390 292,636 842,458 Net carrying amount 2,896 211,149 150,586 175,994 540,625 DEPOSIT GUARANTEE CORPORATION OF MANITOBA 34 11.0 INCOME TAXES 11.1 Income tax recognized in net income Year ended December 31 2013 2012 Current tax (16,000) Current tax (recovery) expense in respect of the current year 935,131 Adjustments recognized in the current year in relation to the current tax of previous years (68,975) (318,983) (84,975) 616,148 Deferred tax (2,000) Deferred tax recovery recognized in the current year (151,374) (2,000) (151,374) (86,975) Total tax expense relating to continuing operations 464,774 The expense for the year can be reconciled to the accounting income as follows: Year ended December 31 2013 2012 Income from continuing operations 21,519,132 26,128,814 Income tax expense at statutory rate 2,367,105 3,135,458 (2,381,394) Non-taxable credit union assessments (2,221,934) Non-deductible operating expenses 1,589 808 (68,975) Change in income tax rates – Adjustments recognized in the current year in (2,850) relation to the current tax of previous years (318,983) (84,525) 595,349 Adjustments recognized in the current year in (2,450) relation to the deferred tax of prior years (130,575) Income tax (recovery) expense recognized in net income (86,975) 464,774 The tax rate used for the 2013 and 2012 reconciliations above is the corporate rate of 11% and 12% respectively payable on taxable income under tax law in Manitoba. 11.2 Income tax recognized in other comprehensive income Year ended December 31 2013 2012 Deferred tax (787,574) (67,007) Fair value re-measurement of available-for-sale financial assets Total income tax recognized in other comprehensive income (787,574) (67,007) 35 ANNUAL REPORT 2013 11.3 Current tax assets and liabilities As at December 31 2013 2012 84,975 - - (755,859) Current tax assets Tax refund receivable Current tax liability Income tax payable 84,975 (755,859) 11.4 Deferred tax balances The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position: As at December 31 Deferred tax assets 2012 Opening Balance Recognized in net income 2013 2012 854,000 87,520 Recognized in OCI Closing balance Deferred tax assets/(liabilities) in relation to: Property and equipment Retirement allowance (14,493) 7,707 - (6,786) 35,293 493 - 35,786 (1,150,664) AFS financial assets 1,142,177 67,007 58,520 67,007 87,520 (1,107,664) 1,128,177 Tax losses --- - Other --- - 1,128,177 (1,107,664) 2013 Opening Balance Recognized in net income 67,007 Recognized in OCI 87,520 Closing balance Deferred tax assets/(liabilities) in relation to: (6,786) Property and equipment 2,486 - (4,300) Retirement allowance (486) 35,786 - 35,300 AFS financial assets (23,094) 58,520 787,574 823,000 (21,094) 87,520787,574 854,000 Tax losses --- - Other --- - 87,520 (21,094) 787,574 854,000 DEPOSIT GUARANTEE CORPORATION OF MANITOBA 36 12.0 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities are classified as ‘other liabilities’ and therefore measured at amortized cost. Accounts payable refers to trades payable and insured savings accounts. Trades payable are outstanding invoices to vendors, payable upon receipt. Insured savings accounts are deposits acquired through mergers of credit unions. Accrued liabilities refer to obligations to vendors where no invoice has been received. As at December 31 2013 2012 Accounts payable 55,823 84,033 Insured savings accounts 21,031 23,031 Accrued liabilities 210,769 215,858 287,623322,922 37 ANNUAL REPORT 2013 13.0 POST EMPLOYMENT PLANS 13.1 Defined contribution plans DGCM contributes to two defined contribution retirement benefit plans for all qualifying employees. The benefit plans are operated by the Co-operative Superannuation Society and Great-West Life Assurance Company. DGCM is required to match employee’s contributions of a specified percentage of payroll costs to the benefit plans. The only obligation of DGCM with respect to the retirement benefit plan is to make specified contributions. The total expense recognized in the income statement of $137,039 (2012: $126,493) represents contributions payable to these plans by DGCM at rates specified in the rules of the plans. As at December 31, 2013, all contributions due in respect of the 2013 (2012) reporting period had been paid over to the plans. 13.2 Defined benefit plan DGCM operates an unfunded defined benefit plan, referred to as a retirement allowance, for qualifying employees. Under the plan, employees are entitled to a one-time retirement benefit varying between 17% and 50% of the final salary on attainment of a minimum retirement age of 55. No other post-retirement benefits are provided to these employees. This benefit is self-insured, with no plan texts between DGCM and any third-party. The benefit exists outside the scope of provincial and federal legislation, and is not subject to any regulatory framework. DGCM is solely responsible for the governance of the benefit. The risks associated with the benefit are strictly financial in nature, primarily driven by any concentration in age groups of employees. Current evaluations show no material concentration of age groupings at December 31, 2013. The most recent actuarial valuation of the defined benefit obligation was carried out at December 31, 2013 by Eckler Ltd., the actuary. The present value of the defined benefit obligation, and related current service cost and past service cost, were measured using the projected unit credit method. DEPOSIT GUARANTEE CORPORATION OF MANITOBA 38 The principal assumptions used for the purposes of the actuarial valuations were as follows: As at December 31 2013 2012 Discount rate(s) 4.40% 3.55% Expected rate(s) of salary increase 4.50% 4.50% 62 62 Assumed retirement age Amounts recognized in net income in respect to this defined benefit plan are as follows: Year ended December 31 2013 2012 35,670 49,687 - - Interest costs 10,680 11,400 46,35061,087 Current service cost Past service costs Actuarial gains and losses are recognized immediately through other comprehensive income. Service costs, including curtailments and settlements, are recognized immediately through net income, and recorded in salaries and employee benefits in the schedule of consolidated operating expenses. The amount included in the statement of financial position arising from DGCM’s obligation in respect of its defined benefit plans is the present value of the unfunded defined benefit obligation. Movements in the present value of the defined benefit obligation in the current period were as follows: Year ended December 31 2013 2012 298,220 293,450 35,670 49,687 - - 10,680 11,400 Benefits paid (23,550) (56,317) Opening defined benefit obligation Current service cost Past service costs Interest costs Closing defined benefit obligation 321,020298,220 DGCM does not hold plan assets to offset the defined benefit obligation. Funding is provided from cash accounts to pay benefits over a period of up to 24 months following employee retirement. The maturity profile of the obligation is outlined as follows: As at December 31 20132012 No later than one year 23,550 23,550 Later than one year and not later than five years 87,331 65,709 Later than five years 210,139 208,961 321,020298,220 39 ANNUAL REPORT 2013 14.0 CONTINGENT LIABILITIES As at December 31, 2013, DGCM guaranteed $22.195 billion (2012: $20.852 billion) in credit union deposits. Based on its ongoing monitoring procedures, DGCM has concluded that a provision for such contingencies does not need to be established at this time. As at December 31, 2013, DGCM has provided a loan indemnification with a maximum exposure of $729,564. DGCM has concluded that a provision for loss does not need to be established at this time. 15.0 REVENUE Year ended December 31 2013 2012 21,649,037 18,516,114 49,480 37,009 4,616,272 4,200,313 (209,943) Realized gains and losses on disposal of marketable securities 7,697,862 Assessment revenue Regular assessments Investment revenue Interest income – loans and receivables Investment income – available-for-sale Dividends received 2,442 2,752 4,458,25111,937,936 26,107,28830,454,050 16.0 EXPENSES 16.1 Operating expense An analysis of DGCM’s operating expenses from continuing operations can be found on page 48 in the Schedule of Consolidated Operating Expenses. 16.2 Credit union merger expense This expense represents operating costs for T.S.F. Holdings Limited. The following is an analysis of the expense from continuing operations. Year ended December 31 2013 2012 358 1,061 Insured savings premiums 1,726 2,056 2,0843,117 Professional services DEPOSIT GUARANTEE CORPORATION OF MANITOBA 40 17.0 FINANCIAL INSTRUMENTS 17.1 Class disclosure The following is the disclosure of financial assets by class. As at December 31 2013 2012 Loans and receivables Cash Assessments receivable Prepaid expenses and other assets 732,7391,880,930 5,546,307 5,196,701 49,091 135,020 6,328,1377,212,651 Available-for-sale Marketable securities Other investments 216,382,357 201,834,794 72,260 72,260 216,454,617201,907,054 222,782,754209,119,705 The following is the disclosure of financial liabilities by class. As at December 31 2013 2012 Other liabilities Accounts payable and accrued liabilities 287,623322,922 17.2 Capital risk management DGCM manages its capital to maintain a capital structure that provides the flexibility to provide liquidity to support its obligation to guarantee deposits in credit unions. The capital structure consists of DGCM equity. In order to maintain or adjust its capital structure, DGCM has a $10,000,000 line of credit agreement with Credit Union Central of Manitoba. DGCM’s capital management objective is to maintain total equity (retained earnings and accumulated other comprehensive income) within a range of 95 to 115 basis points of deposits in credit unions. This equity target range has been approved by the Superintendent of the Financial Institutions of Manitoba. The Board of Directors reviews DGCM’s equity position quarterly to ensure prudent positioning within the target range. Where the aggregate shortfall of credit union capital exceeds one-sixteenth of one percent of total deposits and accrued interest, DGCM shall net the shortfall against its equity for this calculation. 17.3 Financial risk management DGCM is exposed to risks of varying degrees of significance which could affect its ability to support its obligation to guarantee deposits at credit unions. The main objectives of DGCM’s risk management processes are to ensure that risks are properly identified and that the capital base is adequate in relation to these risks. The principal financial risks to which DGCM is exposed include interest rate risk, credit risk, and liquidity risk. 41 ANNUAL REPORT 2013 DGCM seeks to minimize the effects of these risks by utilizing a conservative investment policy. The investment policy contains written principles, addressing interest rate risk, credit risk, and liquidity risk. Compliance with policy is monitored by the external investment manager on a continuous basis. The Finance department reports quarterly to the Board of Directors on policy compliance and risk exposures. 17.3.1 Interest rate risk management DGCM is exposed to fluctuations in interest rates that could affect the cash flows from term deposits and marketable securities at the time of maturity and reinvestment of individual instruments. These fluctuations could affect the fair values of financial assets and liabilities, and DGCM’s ability to support its obligation to guarantee deposits in credit unions. To mitigate the interest rate risk, DGCM’s investment policy restricts the duration of the portfolio to within plus or minus 1.5 years of the duration of the DEX Universe Bond Index. DGCM’s objective is to match the duration of the portfolio with the DEX Universe Bond Index. DGCM may use derivative financial instruments to manage interest rate risk. No derivative financial instruments were used during the year. 17.3.1.1 Interest revenue on investments by classification Year ended December 31 2013 2012 49,480 37,009 Financial assets Loans and receivables Available-for-sale 4,616,2724,200,313 4,665,7524,237,322 Financial liabilities There are no interest costs on financial liabilities. 17.3.1.2 Interest rate sensitivity analysis The sensitivity analyses below have been determined based on the exposure to interest rates for financial instruments at the end of the reporting period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the possible change in interest rates. If interest rates had been 50 basis points higher/lower and all other variables were held constant, DGCM’s: • net income for the year ended December 31, 2013, would increase/decrease by $12,200/$11,323 (2012: increase/decrease by $21,562/$21,060). This is attributable to DGCM’s exposure to interest rates on current accounts and maturing investments; and • other comprehensive income for the year would decrease/increase by $7,080,556 (2012: decrease/increase by $6,819,974) mainly as a result of the changes in the fair value of available-for-sale fixed rate instruments. DGCM’s sensitivity to interest rates has increased during the current period, mainly due to the increase in the size of the portfolio. DEPOSIT GUARANTEE CORPORATION OF MANITOBA 42 17.3.2 Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to DGCM. DGCM’s exposure to credit risk consists principally of: • fixed income securities with federal, provincial and municipal governments, and corporations; • term deposits placed with Credit Union Central of Manitoba; and • assessments receivable from credit unions. Measures are taken to mitigate each exposure to credit risk. • DGCM’s investment policy only permits holding marketable securities of counterparties with an investment grade rating of at least A(low), or its equivalent. This information is supplied by independent rating agencies. • DGCM’s policy is to limit investments in Credit Union Central of Manitoba, to those, pledged as security for the line of credit agreement ($10,000,000 as at December 31, 2013). • DGCM monitors the financial strength of individual credit unions on a monthly basis. The table below shows the credit risk exposure, by credit rating, at the end of the reporting period using DBRS’ credit rating symbols. As at December 31 2013 2012 Credit rating AAA 101,065,450106,464,830 AA 56,139,91244,204,224 A 49,117,94746,093,454 206,323,309196,762,508 Unrated Credit Union Central of Manitoba 10,059,048 5,072,286 216,382,357201,834,794 Assessments receivable from credit unions are unrated. Significantly all of the outstanding balances are collected within 31 days of year-end. Historically, DGCM has not experienced bad debts related to any of these counterparties. The table below shows the credit risk exposure, by issuer, at the end of the reporting period. As at December 31 Government Corporate 2013 2012 160,998,986148,917,171 55,383,37152,917,623 216,382,357201,834,794 43 ANNUAL REPORT 2013 17.3.3 Liquidity risk management Liquidity risk is the risk of having insufficient financial resources to meet DGCM’s cash and funding requirements in support of the guarantee of deposits at credit unions. DGCM’s approach to manage its liquidity risk is to ensure, as far as possible, that it will have cash, demand and term deposits, and marketable securities which meet its annual capital target. • Management expects that DGCM’s principal sources of funds will be cash generated from credit union regular assessments and interest earned on its investments to support its financial obligation to guarantee deposits at credit unions. • A $10,000,000 line of credit is secured with Credit Union Central of Manitoba to meet any short-term shortfall in regular assessments and interest earned. • In the event that the investment portfolio must be drawn upon, DGCM policy is that all investments are easily disposable in the secondary bond market. The following table details DGCM’s expected maturity for its financial assets and financial liabilities. The table has been drawn up based on the undiscounted contractual maturities of the financial assets and financial liabilities including interest that will be earned on those assets and liabilities. As at December 31 2013 2012 732,739 2,631,922 Three to six months 2,522,031 2,450,393 Six months to one year 1,005,106 456,115 One to five years 103,801,951 70,287,124 Over five years 109,053,269 127,890,170 217,115,096 203,715,724 Financial Assets Less than three months Total interest sensitive assets Financial Liabilities There are no interest sensitive liabilities. DEPOSIT GUARANTEE CORPORATION OF MANITOBA 44 17.3.4 Fair value of financial instruments 17.3.4.1 Fair value of financial instruments carried at amortized cost DGCM considers that the carrying amounts of financial assets and financial liabilities recognized at amortized cost in the financial statements approximate their fair values. 17.3.4.2 Valuation techniques and assumptions applied for the purposes of measuring fair value DGCM has categorized its assets and liabilities that are carried at fair value on a recurring basis, based on the priority of the inputs to the valuation techniques used to measure fair value, into a three level fair value hierarchy. Financial assets and liabilities measured at fair value on a recurring basis on the balance sheet are categorized as follows: Level 1: Fair value measurements utilize observable, quoted prices (unadjusted) in active markets for identical assets or liabilities that DGCM has the ability to access. Assets utilizing Level 1 inputs include cash. Level 2: Fair value measurements utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 assets include government bonds and corporate bonds, which use quoted prices for similar assets and liabilities in active markets as inputs for valuation. Level 2 assets also include guaranteed investment certificates, which use interest rates and yield curves that are observed at commonly quoted intervals as inputs for valuations. Level 3: Fair value measurements utilize one or more significant inputs that are not based on observable market inputs and include situations where there is little, if any, market activity for the asset or liability. Assets utilizing Level 3 are limited to other investments and are held at cost, which have been determined as representing fair value at the end of the reporting period. 45 ANNUAL REPORT 2013 The following table presents DGCM’s assets and liabilities that are carried at fair value on a recurring basis. There were no transfers between Level 1, Level 2 and Level 3, nor were there changes to the Level 3 assets in the current year; therefore a continuity schedule has not been provided. As at December 31, 2012 Level 1 Level 2 Level 3 Total Assets measured at fair value Cash 1,880,930 - -1,880,930 Government bonds - 148,917,172 - 148,917,172 Corporate bonds - - Guaranteed investment certificates -6,224,372 Other investments - Total assets measured at fair value on a recurring basis 46,693,250 Level 1 - 6,224,372 -72,26072,260 1,880,930 201,834,794 As at December 31, 2013 46,693,250 Level 2 72,260 203,787,984 Level 3 Total Assets measured at fair value Cash 732,739 - -732,739 Government bonds - 160,998,986 - 160,998,986 Corporate bonds - - Guaranteed investment certificates -10,059,048 Other investments - Total assets measured at fair value on a recurring basis 45,324,323 There are no liabilities carried at fair value on a recurring basis. -10,059,048 -72,26072,260 732,739 216,382,357 Liabilities measured at fair value 45,324,323 72,260 217,187,356 DEPOSIT GUARANTEE CORPORATION OF MANITOBA 46 18.0 RELATED PARTY TRANSACTIONS Balances and transactions between DGCM and its subsidiary, T.S.F. Holdings Limited, which is a related party of DGCM, have been eliminated on consolidations and are not disclosed in this note. 18.1 Loans to related parties Key management personnel are defined as the Chief Executive Officer, Chief Risk Officer, Chief Financial Officer, and Chief Operations Officer. DGCM provides interest free loans to employees for: • medical equipment not covered under the insured benefits package and necessary for effective performance of their duties. • computer equipment for the employee’s own use and consistent with the technology utilized by DGCM. The maximum loan size is $7,500, repayable by payroll deduction over a maximum period of three years. Outstanding loans to key management personnel at the end of 2013 were $3,289 (2012: nil). 18.2 Compensation of key management personnel The remuneration of key management personnel is determined by the Board of Directors. The aggregate remuneration of key management personnel during the year was as follows: Year ended December 31 Salaries 2013 2012 690,371636,670 Short term benefits 36,668 32,865 Post employment benefits 59,058 57,191 - - Other long term benefits 786,097726,726 18.3 Board members’ remuneration and expenses The remuneration of the Board of Directors is determined by the Lieutenant Governor in Council. The remuneration of board members during the year was as follows: Year ended December 31 Board member remuneration Expenses 2013 2012 128,926 137,148 85,93273,623 214,858210,771 47 ANNUAL REPORT 2013 19.0 OPERATING LEASE ARRANGEMENTS 19.1 Lease arrangements DGCM is the lessee on an operating lease related to a six-year agreement for office space. This agreement expires on December 31, 2018. DGCM has the option to renew the lease for one additional term of five years at the expiration of the existing term. DGCM is the lessee on operating leases related to four-year agreements for two corporate vehicles. The leases will expire March 5, 2015 and February 23, 2017. DGCM has the option to purchase the leased vehicles. 19.2 Payments recognized as an expense DGCM recognized $173,812 (2012: $134,833) in lease payments for the year. 19.3 Non-cancellable operating lease commitments As at December 31 2013 2012 No later than one year 179,822 172,377 Later than one year and not later than five years 740,279 720,481 - 183,474 Later than five years 920,1011,076,332 No liabilities have been recognized in respect of non-cancellable operating lease commitments. DEPOSIT GUARANTEE CORPORATION OF MANITOBA 48 SCHEDULE OF CONSOLIDATED OPERATING EXPENSES (in Canadian dollars) Year Ended December 31 2013 2012 2,766,444 2,603,427 72,110 45,755 Credit Union Central of Manitoba – program funding 246,929 237,279 Staff travel 171,990 184,849 76,109 98,932 Salaries and employee benefits Contract staff Staff training Occupancy 326,552263,120 Office 248,142180,642 Professional services 133,690 79,055 Investment management fees 121,989 194,532 23,563 120,243 Board members’ remuneration and expenses (Note 18) 214,858 210,771 Depreciation 190,533114,123 Special projects 4,592,9094,332,728 (6,837) Bonding administration recovery (10,609) 4,586,0724,322,119 49 ANNUAL REPORT 2013 THE PUBLIC INTEREST DISCLOSURE (WHISTLEBLOWER PROTECTION) ACT The Deposit Guarantee Corporation of Manitoba (DGCM) is designated as a government body for purposes of the Public Interest Disclosure (Whistleblower Protection) Act (the Act). The Act requires that government bodies disclose, in their annual reports, any activities regulated by this legislation. The Act came into effect in April 2007. This law gives employees a clear process for disclosing concerns about significant and serious matters (wrongdoing) in the Manitoba public service sector, and strengthens protection from reprisal. The Act builds on protections already in place under other statutes, as well as collective bargaining rights, policies, practices and processes in the Manitoba public service. Wrongdoing under the Act may be: contravention of federal or provincial legislation; an act or omission that endangers public safety, public health or the environment; gross mismanagement; or, knowingly directing or counseling a person to commit a wrongdoing. The Act is not intended to deal with routine operational or administrative matters. A disclosure made by an employee in good faith, in accordance with the Act, and with a reasonable belief that wrongdoing has been or is about to be committed is considered to be a disclosure under the Act, whether or not the subject matter constitutes wrongdoing. All disclosures receive careful and thorough review to determine if action is required under the Act, and must be reported in a department’s annual report in accordance with Section 18 of the Act. The following is a summary of disclosures received by DGCM for the fiscal year ended December 31, 2013: Information Required Annually (per Section 18 of the Act) Fiscal Year 2013 The number of disclosures received, and the number acted on and not acted on. Subsection 18(2)(a) Nil The number of investigations commenced as a result of a disclosure. Subsection 18(2)(b) Nil In the case of an investigation that results in a finding of wrongdoing, a description of the wrongdoing and any recommendations or corrective actions taken in relation to the wrongdoing, or the reasons why no corrective action was taken. Subsection 18(2)(c) Nil 390 - 200 Graham Avenue Winnipeg, Manitoba R3C 4L5 p. 204.942.8480 f. 204.947.1723 Toll Free 1.800.697.4447 www.depositguarantee.mb.ca DEPOSIT GUARANTEE CORPORATION OF MANITOBA
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