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Our goals: To render the best service To build good relationships To provide a risk-free environment To be the most efficient 2,634,328 Customers 1500 Banking outlets with card service INTERNET BANKING 540 Branches 200 LOAN 3,800 ATMs Employees SAVINGS STATE BANK 2013 ANNUAL REPORT www.statebank.mn CONTENTS MANAGERIAL REPORT About the Bank Greetings from the Board of Directors Greetings from the Chief Executive Officer The Bank’s Organizational Chart About our Managing Directors OPERATIONAL REPORT Financial Results, Retail Banking Corporate Banking Business Development Products, Services /special offers/ Treasury Lending Activities Risk Management Card-related Activities Information Technology Branch Activities Human Resource Management Foreign Relations Social Responsibility AUDIT REPORT Statements by the Directors and Executives Independent Auditor’s Report Statement of Financial Position Statement of Comprehensive Income Statement of Changes in Equity Statement of Cash Flow Notes to the Financial Statements OUR GOALS To render the best service To build good relationships To provide a risk free environment To be the most efficient We offer sophisticated banking services, including Internet-based banking services that consistently meet the requirements of our customers. Other ways we have addressed the need to improve customer services recently include, • The introduction of “welcoming service” activities meant to frame and focuses the importance we put on customer service. • The simplification of application and approval processes in order to make our financial products more competitive. • The increased importance attached to customer convenience all aspects of our business. We are endeavoring to use feedback loops to improve relations with consumers. By doing so, we are able to provide information to our customers, to listen to their comments and ideas, and, in turn, to receive important information from them on how to improve our service. We are continually working to protect the Bank from risks, especially risks that may be emerging from changes to the business environment: • With the input of our 3800 assiduous employees, we have introduced a three-level risk-prevention plan that evolves monthly. Each month we identify the top-five risks that threaten the Bank or its business. • We continue to create a work environment that is conducive system where every employee. We also continue to eliminate waste in the Bank’s operations and to increase the effectiveness of its activities, even as we encourage the cross-selling of the Bank’s product and maintain focus on its stability. 3 ANNUAL REPORT 2013 Overview State Bank was established as a completely state-owned bank in order to ensure Mongolia’s banking and financial stability, and to protect the rights and render risk-free services to its customers. Since its establishment in 2009, the Bank has been operating to win public credence while ensuring the financial needs of the country’s citizens and corporate entities. It takes pride in its professional staff and advanced technology and in the swift and reliable service it provides its customers. In five years it already has made significant contributions to the development of Mongolia’s banking system and economy. In accordance with State Bank Decree #41, approved by the Board of Directors on August 16, 2013, the Bank’s Organizational Chart was revised. In total, 16 departments with 33 corresponding subordinate units support 540 branches, about 200 ATMs and 1500 merchants that offer the Bank’s services. The Bank has a presence in almost all soums and settlement areas of the country. Over 540 branches As of today, State Bank has MNT 1.8 trillion in assets. It is maintaining constancy in its adherence to prudential ratios set by the Bank of Mongolia, such as capital adequacy ratio, liquidity ratio, etc., Taking SME and retail banking services as its targeted markets, it is endeavoring to build a banking system that reaches every corner of the country The Bank’s esteemed customers enjoy all types of modern, efficient Internet-based banking services. These include banking services via smart phones and pervasive access to ATMs. State Bank is trying to differentiate itself in the banking and financial sector of Mongolia. It is doing so by showing respect to its customers, building good relationships in the communities that it serves and by rendering the most advanced banking services to the country’s citizens. It aims to provide the best service, to build welcoming relationships, to create minimum risk conditions and to be efficient. Over 200 ATMs 1500 merchants with card service Our mission To deliver complex financial services professionally throughout the country, relying on our skills and mastery of advanced technologies to build State Bank into the bank that offers the most risk-free and reliable services and enjoys the best relationships while making superior contributions to the development of Mongolia. Our values To be professional and skillful To be transparent and open To be responsible To inspire confidence 5 ANNUAL REPORT 2013 Greetings from the BOARD OF DIRECTORS Sincerely yours, J.Ganbat, Director of the BOARD OF DIRECTORS I am delighted to extend my greetings to all of our customers, deposit holders, business partners, employees and shareholders on behalf of the Board of Directors of State Bank. It is my responsibility and honor to present the Bank’s Annual Report for 2013 and to wish you all good fortune and great progress in your work in 2014. In the previous year, the Bank earned a net profit of MNT7.0 billion. New and Improved products and services to better meet the needs of our respected customers coupled with attention to cost-effectiveness and risk-reduction are the reasons for this success. Needless to say, such a result could not have been achieved without the mutual cooperation of stakeholders, customers and all trusted employees. Thank you for your support. State Bank will work to maintain the stability of the banking sector and of financial markets. It will pursue policies that advance the goals of protecting the rights of customers and deposit holders. It also will implement policies and pursue goals stipulated by the Government of Mongolia. We hope the future will be filled with success and prolific results. 6 www.statebank.mn THE BOARD OF DIRECTORS 1 2 3 4 5 6 7 1. Sainbileg Chuluunbat, 8 2. Tumurbaatar Jadamba, Member of the Board of Directors, Deputy Chairman of Cabinet Secretariat 4. Altangerel Oyunsaikhan, Member of the Board of Directors, Director of Policy Implementation Regulation, Ministry of Justice 3. Nyamaa Buyantogtoh, Member of the Board of Directors, Deputy Chairman of State Property Committee Member of the Board of Directors, Director of Financial Policy and Debt Management Department, Ministry of Finance 6. Boldbaatar Danzannorov, 5. Battsetseg Batsuuri, Member of the Board of Directors, Director of Fiscal Monitoring and Risk Management Department, Ministry of Finance 7. Batjargal Mishig, Independent Member of the Board of Directors Director of Economic cooperation, loan and assistance policy depratment at Ministry of Economic Development 8. Ganzorig Ayush, Independent Member of the Board of Directors, Lecturer at National University of Mongolia, PhD 7 ANNUAL REPORT 2013 GREETINGS FROM THE CHIEF EXECUTIVE OFFICER Chief Executive Officer, D.BATSAIKHAN Warm greetings to all our esteemed customers! I am delighted to extend greetings again to our honored customers in every corner of the country. In 2013, State Bank effectively organized and implemented plans that both faced up to and quickly addressed its shortcomings, and seized on and dramatically pursued its advantages. Thanks to the strong support and cooperation we enjoy from you, our customers, the operational benchmarks of our bank present a financial institution that is in good condition. In 2013, we had MNT7.0 billion of profit. The ratio of NPLs to total loan portfolio was 0.9%, which was much lower than the average level in the whole banking system. Also the liquidity ratio was 44% a figure that over-performed by 70% the benchmark level set by the Bank of Mongolia. These indicators reflect the Bank’s quality. State Bank has given itself four goals: to render best service, to build good relationships, to provide a minimum risk environment, and to be efficient. To improve our service and build better relationships, we have introduced our “Welcoming and Farewell Service.” We also have introduced a set of new products and services based on advanced technology – such as TV banking, Smart banking, Most Money, Tsahim togrog and onlinedeposit secured loans – to service our customers in the fastest and most efficient ways. Now our customers now can obtain their financial services in 24 hours regardless of where they are. . We know that our customers are concerned not only about how high a bank’s interest rate yield is, but also about a bank’s credibility and security. Our goal is to be a risk-free bank. In keeping with this goal, we pre-identify our top five risks monthly. Based on such forward-looking risk determinations, we take preventive measures to insure that the Bank is fully protected. 8 www.statebank.mn With a view to building good relationships, we carefully listen to our customers. Based on their ideas and comments, we improve our services and products, distribute information to customers, and create consumerfeedback working condition with our customers. In order to be the most efficient, we endeavor to streamline processes and eliminate waste, but without sacrificing well-rationalized expenditures that ensure the bank’s stability and effectiveness. We place particular emphasis on protecting the rights of our honored customers who bestow their credence on us. We accrue value to their monetary assets in the most reliable manner and with realistic savings interest rates that are acceptable in the market. Moreover, with a view to rendering our services as swiftly as possible, we have made changes to our loan policy that cut the number of required documents for a loan application to half or less and thus shorten the loan approval process even more. State Bank not only focuses on improving its commercial operations; it but also focuses on being increasingly socially responsible In this context, we have initiated a set of measures that target protecting the environment, and supporting the vulnerable in society, the elderly and children. You can read more about our social responsibility activities elsewhere in this report. During this reporting period, we succeeded in making progress towards our goals of rendering savings, issuing loans and settling payment in the most flexible and the swiftest way, goals that our customers asked us to take on and that are realistic given their financial possibilities. In addition to that, we have introduced online deposit-secured loans for the first time in Mongolia. Customers are able to receive needed loans online in five minutes and without the need to go to a bank. We were also pleased to introduce TV banking service for the first time in Mongolia. This service fits within the realm of our 24-hour-banking services via mobile and other Internet-connected devices that permit our customers to get mobile, Internet banking and Most Money services. We acknowledge that our success is the result of mutual cooperation with all our customers. Thus we express our sincere gratitude to all of you who had faith in us, also to the Bank of Mongolia, State Property Committee, Ministry of Finance, Deposit Insurance Corporation and members of the Board of Directors for their close partnership and constant support. We believe that success produces the next success, and are sure that 2014 will bring another year of progress and rewards. Thank you for lending your efforts to our success. We wish the best to our honored customers, business partners, and investors. We wish you success in your future endeavors! 9 ANNUAL REPORT 2013 1500 2,634,328 Customers 540 Branches 3800 200 ATMs Employees 100% we can reach out to every corner of our vast country online 10 www.statebank.mn The bank’s Organization Chart Committee in Charge of Audit Issues Committee in Charge of Human Resource Promotion Issues Committee in Charge of Risk Management Issues Management Committee Shareholders’ meeting Risk Management Committee Board of Directors: Business Development and Strategic Committee Human Resource Committee Operational Audit Unit Information Technology, Audit Planning Unit Asset and Liability Committee Internal Audit Department Credit Committee Chief Executive Officer Information Technology Committee First Deputy CEO Deputy CEO Monitoring and Surveillance Department Chief Business Officer Chief Product Development Officer Corporate Banking Department Business Development Department Ulaanbaatar Branch Management Department Credit Policy and Regulation Department Local Branch Management Department Internet Banking Department Information Technology Department Risk Management Department Legal Department Chief Financial Officer Chief Operations Officer Accounting Department Procurement and Security Department Treasury Department Human Resource Department Financial Department 11 ANNUAL REPORT 2013 MANAGERIAL TEAM B.Ganbold, First Deputy CEO M.Erdenechimeg, Director of Local Branch Management Department 12 D.Erdenechimeg, Director of Information Technology Department www.statebank.mn L.Chinbat, Director of Treasury Department T.Dorjderem, Deputy CEO N.Anun, Director of Internal Audit Department O.Baasansuren, Director of Procurement and Security Department Kh.Gerelchuluun, Director of Legal Department A.Ganbaatar, Director of Business Development Department T.Ichinkhorloo, Director of Human Resource Department L.Idertsogt, Chief Operations Officer B.Amarjargal, Director of Accounting Department Sh.Altanchimeg, Director of Ulaanbaatar Branch Management Department J.Bolormaa, Chief Product Development Officer S.Tserendash, Director of Corporate Banking Director G.Khash-Erdene, Director of Financial Department B.Naranbat, Chief Financial Officer T.Enkhbayar, Director of Risk Management Department N.Amgalan, Chief Business Officer B.Bayarchimeg, Director of Monitoring and Surveillance Department A.Mandakhnaran, Director of Internet Banking Department Ts.Ganzorig, Director of Credit Policy and Regulation Department 13 ANNUAL REPORT 2013 FINANCIAL RESULTS, SPECIFIC BENCHMARKS in bn MNT Total asset 2,000.00 1,800.00 1,600.00 1,400.00 1,200.00 1,000.00 800.00 600.00 400.00 200.00 1,752.2 138.0 2009 180.0 2010 230.0 313.8 2011 2012 2013 in bn MNT 1000.00 941,9 900.00 700.00 Total loan 500.00 300.00 184.3 102,1 100.00 51.2 62.7 2009 2010 2011 2012 2013 in bn MNT 1200.00 1,009.4 1000.00 Total current account and savings 800.00 600.00 400.00 200.00 87.0 2009 14 www.statebank.mn 129.4 2010 160.4 2011 189.1 2012 2013 in bn MNT 132.2 140.00 120.00 120.00 Equity 100.00 80.00 60.00 40.00 20.00 27.4 2009 28.4 30.1 28.3 2010 2011 2012 2013 in bn MNT 8.00 7.0 7.00 6.00 Net profit 5.00 4.00 3.00 2.6 2.00 1.00 -0.6 2009 1.2 1.4 2010 2011 2012 2013 Retail Banking Business, Retail Oriented Activities State Bank is dedicated to providing its customers the best service in a prompt manner with the lowest risk. We strive to maintain a policy that ensures the operation of every unit with the highest efficiency outcome at minimum risk by foreseeing future contingent risks. We provide retail banking service through our more than 3800 employees’ assiduous work at 540 branches and settlement units located within reach of every Mongolian in every corner of Mongolia. Our 3.2 million account holders enhanced their MNT1.0 trillion of monetary assets by placing them at State Bank with a competitive interest rate and at minimum risk. The Bank in turn issued MNT1.0 trillion in loans to 595.5 thousand borrowers during the 2013 fiscal year. At the end of 2013, the outstanding loan balance was MNT925.5 billion owed by 205.1 thousand borrowers – which means that the loan quality for this year was 99.5%. Through our banking services, we deliver 60% of social welfare services from Social Welfare Fund of the Government of Mongolia and over 50% of all pensions and benefits for the elderly from Social Insurance General Office. Over 60% of the salaries and wages of the Government’s affiliated offices, agents and entities also are distributed to their employees without any delays. We have successfully participated in sustainable economic and social development support programs implemented by the Government of Mongolia. We have issued a MNT169.5 billion loan to support the 8% mortgage loans, a MNT33.9 billion loan to support SMEs and agricultural programs, a MNT5.5 billion loan to support the price stabilization program, a MNT3.4 billion loan to support the safety of the coal reserves and energy tariffs stabilization program, and a MNT1.5 billion loan to support the construction sector support program. In addition to the above, we have successfully distributed the Government-initiated promotion (in the form of a bonus) to herders who supplied domestically their leather and hides to local manufacturers. These disbursements were made through our branch and settlement units in accordance with the National Producers Support Program from the Government of Mongolia. We have been able to provide 20% of Mongolia’s total population with our electronic banking services. We have made 4.2 thousand transactions with the amount of MNT289.1 billion via over 200 ATMs and have made 294.1 thousand transactions of MNT8.9 billion via more than 1500 POS machines. Our billing service also has become extremely effective over time, saving our customers time and money. We have implemented joint billing services with Ulaanbaatar Energy Distribution Network Co., and organizations affiliated with the Housing, Utility and Maintenance Offices in order to centralize billing for utilities and housing fees. In addition, in 2013 we started to provide 113,000 students with a discounted Smart Visa Card in cooperation with the Mongolian Students Union. Students are able to receive all normal banking services via this card as well as to use public transportation for free, to receive the monthly MNT 70,000 student allowance from the Government of Mongolia and to get discounts on all kinds of entertainment activities. CORPORATE BANKING BUSINESS The Corporate Banking Department delivers comprehensive, fast, risk-free and reliable banking services to local and foreign business entities, and to international organizations in both the public and private sectors through its Corporate Relations Division, Corporate Loan Division and Business Center of Corporate Banking. The Bank’s Corporate Banking Department achieved its planned results. Importantly, the number of customer-corporates using its services soared by 50% and deposit base by 137% respectively. The Bank’s Corporate Banking Department aims to provide the best corporate banking services of all commercial banks, Through the Bank’s professional teams, branches and settlement units located in every corner of Mongolia, we are able to offer best financial solutions to our customer-corporates, such as opening current and deposit accounts, processing foreign and domestic payments and settlements, and exchanging foreign currencies. Furthermore by issuing loans with flexible terms, providing trade financing and bank guarantees, we satisfy and respond to all of our customers’ financial needs and demands. In order to fulfill financing need of our customer-corporates, we strive to support them with low-cost financing by helping them to avail projects and programs funded by local and international organizations. In addition, when necessary, we collaborate with the Credit Guarantee Fund, a non-profit legal entity, to obtain credit guarantees for customers with deficient collateral. By understanding and working with our esteemed customers we become their close financial adviser. Under the purpose of fulfilling financial needs of corporates, we specifically deliver the full range of banking services required by our customer-corporates’ employees. Moreover, through our Business Center, the Corporate Banking Department provides fast VIP financial services to small and medium business entities and individuals. To better resolve customers’ real financial needs, the Corporate Banking Department takes special care to introduce the Bank’s new products and services for corporates and entities, and works closely with relevant divisions and departments of the Bank. 18 www.statebank.mn BANKING PRODUCTS AND SERVICES Current Account State Bank’s current account service can process any payment and settlement, swiftly and reliably using comprehensive electronic banking facilities based on advanced technologies that link our 540 branches throughout the country. In 2013, the total outstanding amount on current account was MNT 349 billion, an amount that represents a three-fold increase compared with the previous year. Savings Our bank also offers our customers savings products at competitive interest rates with the most flexible and risk-free conditions. In 2013, the total amount of savings reached MNT660 billion, which is almost eight times higher than that of the previous year. The Bank offers customers the opportunity to safely and reliably place moneys beyond their daily needs in accounts that yield high returns. Credit We offer loan products for individuals and entities based on our customers’ needs and financial ability, with the most flexible condition and in the swiftest way. The total loan portfolio of our bank reached to MNT941 billion in 2013, an amount five times higher year-on-year than 2012. In order to save our customers’ time, we have introduced an online deposit-secured loan service that enables a customer to get a loan in five minutes online. Card Services The following services are available to our esteemed customers with reasonable fees and interest rates via State Bank’s payment card: Interest accrues on the card balance; Card can be serviced by about 200 ATMs at any time; Card can serviced by contracted merchants; Purchases can be made from foreign and domestic websites or e-commerce outlets; Consumer payments can be made via e-billings and ATMs; Cashback services, purchases and withdrawals can be transacted with participating merchants; Customer can get sub or additional cards. In 2013, the number of total card holders went up by 30%, of ATMs and POS outlets by 31%, of merchants with card service by 64%, of E-commerce transactions by 55%, and of registered customers in E-billing service by 26%.. Money Transfers We process our customers’ payment and settlement using interbank or domestic and international money transfers in the swiftest way, and also process international payment and transfers in the most reliable and the quickest way with the help of internationally recognized correspondent banks using our SWIFT network. In addition, we offer the cheapest service of international money transfer service by using Faster and Western Union, which put worldwide networks at the disposal of our customers. 19 ANNUAL REPORT 2013 Electronic Banking Services In 2013, State Bank focused on providing a stable and reliable electronic banking environment that satisfied its customers. This involved creating new products and services as well as reducing the product and service risk of Electronic Products and Card operation in 2013. We launched a variety of electronic banking products and services into the market with the goal of promoting fast banking and one-point service – such as, Internet Banking, Smart Banking, TV Banking, Mobile Banking /GYALS/, Message Banking, Message news, Auto Billing, E-Billing, ATM-Billing, E-commerce, Electronic Money, Most Money, Online loan as well as creating Online account etc. In 2013, the number of customers, who registered for Internet banking reached 840,000, Mobile Banking customers’ number increased by 47%, Internet and Smart Banking customers’ number by 27% and Message Banking customers by 11%. Message News customers soared by 48%. For holders of our current account card, we are: • Bringing international standards to card products and services by cooperating with card issuing companies and observing how we can expand our market. • Delivering our cards in the shortest time possible to customers by paying special attention to the uninterrupted card printing and distribution process; • Organizing all kinds of operations to deliver our card products and services to customers without delay, with minimal risk and in a manner comprehensible to them; • Responding within 24 hours of receiving a request for customer support and otherwise doing our best to maintain the continuity of banking cards. We have expanded card services, introducing new products and new opportunities to our customers: • We expanded our operations and broadened our approach to our customer base by installing POS machines on the premises of 1500 merchants who serve our card while also cooperating with around 50 merchants who serve our card online. • In order to support E-Billing payment operations, we introduced new products to the market such as Electronic Money and ATM Billing. We also have co-branded a card for social insurance services with Social Insurance General Office and a student smart card in cooperation with the Mongolian Student Union. We also joined 35 new merchants who service our card online and accepts CUP, JCB international payment cards. • We became a member of UnionPay internatonal (UPI), which is world’s number one in the number of card holders, worlds’ number two in terms of processing card transactions, and is a global brand as a payment card organization. In the second quarter of 2014 we are planning to introduce UnionPay cards in the market so that our customers can use their card for payment and settlement in over 140 countries around the world. I this context, we are working hard to provide customers the opportunity to receive discounts at reputable international sales and service organizations. We also have started to introduce Card Fraud Protection Software in order to minimize our cards’ operational risk. 20 www.statebank.mn NEW PRODUCTS AND SERVICES In 2013, we introduced a variety of new products and services based on advanced technology and mutual cooperation to the financial market for the first time. Insurance Intermediary Service Having obtained a special permission to provide insurance intermediary services from Mongolia’s Financial Regulatory Committee, State Bank is now able to offer the following products to our esteemed customers: Vehicle insurance; Mandatory liability insurance of driver; Property insurance; Mortgage insurance; Child accident insurance. Introduction of insurance intermediary services enables a customer to get access to both banking and insurance services from one place, such as the Bank’s One Point Service station. Online Deposit -secured Loans In order to suit our customers’ immediate needs, we introduced a very innovative new financial service in 2013 – Online deposit-secured loans. Customers now can access their Internet banking system and get an online deposit-secured loan from anywhere in the world within a few seconds. One of the advantages and new opportunities we offer to our deposit holders is the possibility of getting necessary financing services, such as online loan service, regardless of time zone or its distance from home base Advantage: Without terminating a term savings account, a customer is able to connect to the Bank through the Internet 24 hours a day and ensure that his or her financial needs are met in an instant. Tsahim Togrog service State Bank has introduced another new service that enables a customer to make a withdrawal transaction from an ATM without using any card. A customer is able to transfer money using his or her phone number from Internet Banking, Smart Banking, Mobile Banking, and Message Banking to an ATM. The confirmation code that enables the customer to withdraw money directly from an ATM without using a card is sent straight to his or her phone number. Advantages: You are able to withdraw money without your card. You are able to transfer money to people who do not hold any account or card at State Bank. The recipient does not need any document. The transfer code alone is enough. Co-branded Cards In association with Social Insurance General Office, State Bank has introduced a Social Insurance Service’s co-branded card for the first time. Advantages of Co-branded Card: Discounted fees; Interest will be calculated monthly and added to the account balance; Card can be used free of charge service at State Bank’s 540 branches, more than 200 ATM and over 1500 merchant service partners located throughout the country; The card earns a 3% discount at MONOS Pharmacy. 21 ANNUAL REPORT 2013 TV Banking Service In 2013, State Bank introduced TV Banking into Mongolia’s banking and financial markets. The TV Banking service is offered in collaboration with Univision LLC in very comprehensive ways. Using this service, a customer is able to: Check his or her account balance and review the account statement; Make inter-account, inter-bank and intra-bank transactions; Make inquiry about payment on apartment utility and Univision usage bills; Check working schedule and location of Ulaanbaatar and local area’s branches and ATMs; Check foreign exchange rates. Telephone Banking Service (“1800-1881”) Another new banking service from State Bank that saves time of our customers is Telephone Banking. With the introduction of the Telephone Banking service, our customers are able to: Open an account; Register as a beneficiary with “Gyals” (gyals means easy service) or connect his or her mobile phone to an account Take advantage of new service opportunities, such as amending ones electronic banking service registration. Student’s Smart Card State Bank is a leading bank in rendering electronic banking services to Mongolia and also has the largest network in Mongolia. It made sense for the Bank to team up with the Mongolian Student Union to introduce into the market for the first time a new smart card for students. Students now are able to process their payments and settlements via the Student’s Smart Card. They also can take advantage of the following opportunities: Advantages: Receive the Government’s MNT70,000 student monthly allowance; Use the card as proof of student ID; Ride free on public transport; Use the card as a financial instrument for all types of banking payments; Take advantage of discounts from affiliated enterprises and organizations. 22 www.statebank.mn Brand products and service Internet Banking State Bank offers to our customers the most advanced instruments for Internet Banking, permitting the customer to receive all types of banking products and services via a mobile phone connected to Internet in a manner that meets with customers’ demands and requirements. A customer can use our Internet Banking service to do various things: Monitor and pay of all types of consumer bills; Purchase calling cards from all mobile operators and pay phone bills; Open accounts and accumulate savings; Register and manage an Internet Banking account; Benefit from new opportunities and initiatives like online deposit-secured loans. Billing Around 80% of Mongolia’s total household consumer invoice payments are being made through and concentrated in State Bank using it outlets and electronic banking system. Our customers are thus well placed to use our systems, solutions and services to do the same: Via smart phones and our Smart Banking service; Via mobile phones and our Mobile and Message Banking services; By accessing ATMs or ATM billing services; By using our TV Banking service; In automatic mode, to pay any consumer payments in the easiest way, using a variety of instruments, typically by automatic deduction from an account following the recipient of an invoice. We strive to introduce new and updated products and services to the market that can save our customers time and otherwise meet their needs and requirements. “Gyals” Service In Mongolia, State Bank pioneered the introduction of “Gyals”-styled services that make it possible to easily transfer and receive money by phone number using Internet banking, Smart Banking, Mobile banking, Message banking and TV Banking services. To receive money via the Gyals service or mobile phone, you have to be “recipient of Gyals service”. To become such a recipient, a customer must use one of the following procedures: 1. If you are registered with our Mobile Banking or Message Banking services, you are able to receive money by already registered phone number at those services. 2. If you are not registered with our Mobile or Message Banking services, you may apply through our Call Center at 1800-1881 to connect your phone number to your account. Any transfer made via our Gyals service shall remit to the account connected to the phone number of the money recipient, with notification about any transfer sent to the recipient of the money via a message from the Bank. Lending Activities State Bank provides 33 types of loans, all of which may be promptly adapted to a customer’s needs. We present our loan products to the market as packages, with the packages categorized by customer segments, business objectives, and other indicators. In order to satisfy our customers’ needs and to support them, we issued MNT 1,378,2 billion in loans to a total of 606,762 customers, a figure that is double that of 2012. We rely on customer feedback in developing and offering new loan opportunities, in renovating old loan products and in creating new loan products and services. We believe that by being sensitive to market sentiment we can best meet our customers’ demands. The Bank’s loan portfolio went up five times in 2013, resulting in a positive change in our loan portfolio. Loan quality improved dramatically at the end of 2013, producing a health indicator 2.4 times better than the commercial bank average for the country. We work based on customer feedback and will organize activities to truncate the number of required documents and to diminish the loan approval time. Furthermore, we focus on transferring the loan issuance process into online form, making advantage of the most up-to-date techniques and technologies. We have been able to prevent non-performing loans by establishing long-term relations with our borrowers and by improving our systems for monitoring loan activities generally. Ongoing Projects and Programs One of State Bank’s target markets is SMEs. We issued MNT103.4 billion in loans with the lowest interest rate and for relatively long terms to 2,600 borrowers in more than 10 types of projects to support SMEs and to increase job opportunities in collaboration with the Government of Mongolia and international financial organizations. In addition to the implementation of projects that have a major impact on the country’s society and economy, we are involved in the “Market and Pasture Management Development” project that issues loans to support the creation of job opportunities for women in remote regions in order to boost household income. We issued up to MNT10.0 million with an annual rate of 8% to local women’s groups. We work with Government-affiliated organizations and the Bank of Mongolia to implement the following four sub-programs under the “Joint implementation of the medium-term program to stabilize the price of key commodities and products under the Memorandum of Understanding” that was signed in 2012 between the Government of Mongolia and the Bank of Mongolia. These include: - “Key Construction Materials’ Price Stabilization Program “, - “Create Long-term Stable Financing Sources to Housing”, - “Flour Price Stabilization Program” - “Build Reserves for Food Products and Intensive Farming Development Program” State Bank established centers purposed only for mortgage loan. Dedicated specialists of the Bank oversaw the granting of 8% mortgage loans to approximately 2,200 citizens, because we are honored to do meritorious deeds that brings happiness in the families who buy apartments. The big problem for borrowers seeking to get loans from banks is considered to be the lack of collateral. In order to address this problem, State Bank initiated and made agreement with the Credit Guarantee Fund and started working with the Credit Guarantee Fund by obtaining a guarantee for up to 60% of the total loans of one borrower. 24 www.statebank.mn RISK MANAGEMENT Besides securely saving and accumulating customers’ and deposit holders’ funds, the Bank is also responsible for its own risk protection. In this regard, State Bank perceives its responsibility to its customers as a serious one – indeed so serious as to make one of its four goals a “risk-free bank.” To anticipate, prevent and mitigate emerging risk, we work with the help of our 3800 qualified employees to determine the Top five risks monthly and to evolve our risk-protection plan accordingly. By implementing the plan in branches, settlement centers, departments, divisions and head office we create favorable conditions to mitigate risk. To further reduce market risk and to manage properly contingent risk we pay special attention to the Bank’s good governance. We have established three levels of risk management committees: primary level (branches’ and settlement units’ risk committees), middle level (head office risk committee) and top level (risk committee of the Board of directors). Each committee determines its policy, thus creating a complex and sophisticated risk-management system. In 2013, the Bank’s level of credit risk was the lowest among all commercial banks in Mongolia. The percentage of past due loans in the loan portfolio was 0.9%. State Bank provides loan through its more than 540 branches. Based on the loan portfolio of each branch we update the Bank’s Risk Policy, Credit Policy, Credit Operations Procedures, Collateral Evaluation Procedures and other related documents. Consequently, we have been able to generate an effective credit risk management system in a relatively short period of time. By managing credit risk prudentially, the percentage of non-performing loan to total loan portfolio slumped significantly in 2013 and is approximately 25% of the average bad loan ratio for Mongolia’s commercial banks, which for 2013 was 1.3%. Non-performing loans to total loan portfolio: Loan portfolio quality classification Past due 0.89 % Performing 97.82 % Loan portfolio, provision fund indicator Fund established 0.97 % Non-performing 1.30 % Net loan 99.06 % 25 ANNUAL REPORT 2013 Branch Activities Recognized as having the largest number of branches in Mongolia, State bank is providing a full range of banking services to its 2,7 million customers through more than 3000 experienced professional staff working at more than 440 conveniently located branches (91 branches in Ulaanbaatar, and 440 branches in local areas). Head office Branch Settlement Center 100% Online Our branches and settlement units are located in every corner of Mongolia, serving people residing everywhere and offering comprehensive financial services regardless of time and place via 100 online networks. 26 www.statebank.mn Human Resource Management Human resource is considered the engine of any organization’s development. In Mongolia, State Bank leads not only in banking and financial development but also in strengthening its staff’s skills and experiences, and in mobilizing skilled human resources generally. We are implementing human resource development policy in line with our medium-term strategic plan for the Bank, as follows: State Bank implements modern human resource management methodology, which focuses more on employee-centered activities – this methodology is the root of our success, aligns with our business goals, and is in keeping with our strategy to mobilize competitive human resources and develop their skills. Success achieved by the Bank is the result of improving skill levels and professionalism of its employees, of identifying training curriculum based on surveys conducted among staff, and of developing demandbased training plans. The purpose of human resource development in a commercial enterprise like the Bank is to increase per employee profit by developing the skills of employees and improving productivity. Human resource management involves developing and implementing training policy and programs that aim to improve employees’ skills, capture their working experiences and ensure that creativity thrives in the work place. Organized successfully, activation measures for employees that are implemented step-by-step can become policies that help solve employees’ social issues. We have taken as a goal for ourselves to listen to our employees’ needs and ideas. Based on that idea, a campaign named “Sharing thoughts with employees” has been organized and work on improving employeefeedback conditions has begun. Foreign Relations State Bank works with prestigious international banks. Well established relationships with foreign banks permits us to offer the following products and services to our customers: • Correspondent relationships: As the Mongolian economy grows, domestic and external sources of funding become more crucial for further development and expansion of the economy. We open correspondent relationships with foreign banks based on our customers’ needs. We currently work closely with 22 correspondent banks in more than 10 countries.. We can execute remittances, payments and transfers quickly and safely to any country through these banks. Last year, we established correspondent relationships with Russia’s VTB and South Korea’s Woori Bank in response to market demand. In South Korea, we are legally able to execute remittances, attract deposits and process settlement services from Mongolians who live there. • International payments and settlements: our bank has been introducing up-to-date settlement systems and technologies in a timely manner. At this time, we reliably and credibly process international money transfers using the worldwide-recognized SWIFT, Western Union and Faster systems. Customers are able to use our international money transfer services at all branch and settlement units with the lowest fees and at minimum risk. • Foreign trade finance: To meet customer needs, the Bank has made issuance and delivery of trade finance facilities such as letters of credit and other forms of trade finance credit a priority in its foreign relations. We recently completed research and feasibility studies on the topic. The Bank already has approved the internal procedures to be followed in providing such services. • Our activity in South Korea: According to the official data from South Korea Immigration Office, Mongolian expatriates who study, work or are in the country on special labor contracts organized with the Ministry of Labor of Mongolia and the Mongolian Labor Exchange total 24,000. Also, the number of tourists has risen to 50,000. In short, the total amount of remittances, deposits and savings are increasing sharply because of the strong and continuous improvement in the economic and trade relations between the two countries. In order to comply with Mongolian people’s needs, we have given priority to our foreign relations with South Korea, sending our representatives to Korea with the emphasis on providing banking and financial products and services in a timely manner to Mongolian citizens there. Because our bank has a nationwide network of branches and settlement units, our online service completely complies with needs of the Mongolians who live in Korea. 28 www.statebank.mn Correspondent Banks Industrial and Commercial Bank of China, Huhehaote International Bank for Economic Cooperation, Moscow International Investment Bank, Moscow Agricultural Bank of China, Huhehaote SBERBANK, Moscow, Baikal Russian Agricultural Bank, Moscow Bank of Tokyo Mitsubishi UF HypoVereinsbank Standard Chartered Bank of America, NY Bank, NY, Commerzbank AG, Frankfurt Main China Construction Bank, Huhehaote Bank of China Kookmin Bank Sumitomo Mitsui Banking Corporation, Tokyo Credit Suisse First Boston, Zurich Wooribank Korea Exchange Bank, Seoul GERMANY UNITED STATES RUSSIA BELGUIM KOREA SWITZERLAND MONGOLIA KAZAKHSTAN JAPAN CHINA SINGAPORE Australia BELGUIM, ING Belgium NV/SA, Brussels BANKTURANALEM, Almaty DBS Bank Ltd, Singapore Commonwealth bank of Australia State Bank is a member of the Asian Bankers Association, Mongolian Bankers Association, VISA International and Mongolian National Chamber of Commerce and Industry. 29 ANNUAL REPORT 2013 Information Technology The introduction of new technology and innovative operational solutions in a timely manner allows us to fully meet our customers’ needs and to provide the most risk-free, reliable, fast and efficient service. Within the scope of information technology, our bank ensures the internal and external network reliability, continuity and security of software, hardware and databases used in the whole banking system, and we also regularly update the system in accordance with international standards. We keep in close touch with new advanced technologies for the purpose of improving the security and privacy of our customers and to better organize our network infrastructure. To meet the growing needs of our customers to save time, we have brought various types of electronic services to the market. For example, by developing and introducing software that drives an online loan service within our Internet Banking environment, we enabled our customers to get a deposit-secured loan within five minutes. The introduction of Insurance intermediary software is another example of how new technology has become increasingly compliant with satisfying customers’ needs. In order to eliminate the risk of inputting customers’ account information incorrectly, and thus of making an erroneous transaction to another account, we successfully set up and introduced the check digit module on our core accounting system. Treasury Management Foreign exchange trading and position risk We continually stay within the guidelines for foreign currency risk exposure set by the Bank of Mongolia monthly and in general strive to prevent currency risk. During the past year, we actively engaged in foreign exchange trading with the Bank’s business customers and organizations and had profitable operations both in these deals and in rate revaluations. Securities trading and money markets The Bank’s Treasury Department has actively participated in the Central Bank’s securities trading. It has contributed substantially to government bond sales, over fulfilling the interest income plan. The Bank has participated successfully in Interbank money markets, contributing to the progress and development of the national money market while increasing its own reputation in global markets. Liquidity and required reserve State Bank continuously meets the liquidity and required reserve ratios set for commercial banks by the Bank of Mongolia every month and performs efficiently in making payments to is customers. Okey club The “Okey Club” was established in March 2013 with the aims of ensuring a healthy balance between life and work in the lives of State Bank employees, of promoting youth initiatives, and of implementing new ideas and initiatives, especially those that strengthen a culture of workplace innovation. The followings are some of the campaigns that the club has successfully implemented: A campaign to distribute transportation and food benefits to our employees has been in operation since September 2013. A campaign was initiated to give employees a day off in the month they were born. Within the framework of a campaign to “Save Another’s Life”, every Thursday in the last week of each month is promulgated as “Health Day.” An ongoing “Immunization-Prevention” program is pursued with contracted health organizations. Also, State Bank staff volunteer in blood-donor activities that are organized with the National Blood Transfusion Centre. In order to promote the recycling of waste paper, recycling containers have been set up on every floor of the Head Office, with the revenue earned from recycling donated to charitable causes. This initiative has flourished and been expanded to some branches and settlement centers. A campaign to “Support Healthy Life” was conducted in conjunction with World Tobacco-Free Day. It got some employees to quit smoking in order to live in a healthier manner with their families, children and co-workers. With a view to inspiring employees and making them more active, “OKEY” Club has organized a series of informative lectures. U.Ganzorig, President of the Financial Market Association; L.Purevbat, highly respected lama; O.Altangerel, Director of the Policy Implementation and Regulation Department of the Ministry of Justice, have delivered interesting and informative lectures. Several sub-clubs have been organized under the OKEY club banner with the goal of helping employees to better use their leisure time and pursue their interests. “Cutie”, “Cool Service”, ”JOE”, “Healthy Banker”, “S-Dance” are examples of such sub-clubs formed to date. 31 ANNUAL REPORT 2013 SOCIAL RESPONSIBILITY At State Bank we believe that every member of society should contribute to the well-being of society as a whole. In 2013, State Bank’s social responsibility initiatives supported a variety of programs and projects that covered all levels of society, with special attention paid to respect for the elderly, support for youth and protection of the environment. To support the education sector With the introduction of the Student’s Smart Card to the market, students became able to travel for free on public transportations and to process payments electronically. In collaboration with the Mongolian Student Union, the Bank organized an “Oath Ceremony” that involved 3000 students. The students agreed to put more attention on improving their general knowledge and financial literacy .The Bank proposed to provide economic advice to students, to support good financial consumption. The Bank agreed to sponsor the annual tuition fee for the best students. A student’s chess Olympiad, the “National Championship on Rapid, Blitz and Problem-solving” was organized successfully with the Bank’s help. It contributed to the preparation of future chess masters who will represent the country in the international arena. The Bank sponsored Z.Tsetsegzul in “World Championship of Mind Games.” She achieved unprecedented results, setting new world records in this kind of competition. To support culture and heritage We have supported and sponsored nine performances by the famous singer B.Amarkhuu, including in the most remote regions of the country. Customers and youngsters both have appreciated these events. We are proud to have State Bank’s image associated with his miraculous music. To contribute to the education and proper upbringing of our children, we have sponsored “White Disobedient Foal,” a children’s musical play in cooperation with the National Theatre of Song and Dance. State Bank’s image group “Uvertura” has worked closely with us. The group’s “Endless Beginning” concert in a Mongolian pop-opera style was a significant contribution to the campaign “Bringing Mongolian Arts to the World”. We also sponsored a special CD, “Butterfly of Flowered Lawn,” that consists of the best songs of singer L.Oyunchimeg, a former lead singer with “Bayan Mongol,” the legendary rock pop group. To support environment and ecology The Bank has contributed to the raising of general knowledge about our country’s largely unspoiled natural environment by gathering and archiving photos and historical documents. It also has sponsored a TV series called “Gardening” by the National Association of Protection of Nature and Wildlife and collaborated with others to organize other informative TV series and competitions such as “Alongside Legend’s Path,” which is about beautiful places and the history and culture of Mongolia. A campaign “City Streets Are My Home,” organized jointly with the National University of Culture for the first time, made a significant contribution about how one can spend free time usefully in Ulaanbaatar City. This campaign had a salutary impact on young people in the city. For the 374th Anniversary of the establishment of Ulaanbaatar City, our bank jointly sponsored a welcomed campaign on “Ethical Driving Behavior” with the City’s Office for Culture. State Bank worked together with TV 9 in the preparation of “Alongside Legend’s Path”. This television documentary series introduces various Mongolian ethnic groups and races, their peculiarities and 32 www.statebank.mn differences, and particular myths and tales, all with the purpose of preserving and disseminating this information for the benefit of Mongolians and others interested in Mongolia. To support social protection During the past year, the Bank worked with the National Social Insurance General Office on a cobranding project that targeted the elderly. The card offers concessional banking fees and commission and permits the user to purchase medicines and vitamins at concessional prices. The card leverages advanced information technology to provide social protection services quickly and efficiently State Bank provides pension-distributing service to 160,000 elderly. In this connection, we organized a campaign in every branch and unit of the Bank for pensioners called “Inauguration Day.” The campaign was a big success. Under the rubric of social responsibility, the Bank has made many breakthroughs. The Bank has won the “Best Organization for implementing its Social Responsibility” award. Mongolians appreciate our achievements. This inspires us to do more. 33 ANNUAL REPORT 2013 STATE BANK LLC (Incorporated in Mongolia) Audited Financial Statements 31 December 2013 34 www.statebank.mn STATE BANK LLC TABLE OF CONTENTS FOR THE YEAR ENDED 31 DECEMBER 2013 CONTENTSPAGE GENERAL INFORMATION36 STATEMENT BY THE CHAIRMAN AND EXECUTIVES 37 INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF STATE BANK LLC 38-39 STATEMENT OF COMPREHENSIVE INCOME40 STATEMENT OF FINANCIAL POSITION41 STATEMENT OF CHANGES IN EQUITY42 STATEMENT OF CASH FLOWS43-44 NOTES TO THE FINANCIAL STATEMENTS45-98 35 ANNUAL REPORT 2013 STATE BANK LLC GENERAL INFORMATION BOARD OF DIRECTORS: COMPANY SECRETARY: REGISTERED OFFICE: Mr. Ganbat Jigjid Ms. Battsetseg Batsuuri Mr. Tumurbaatar Jadamba Mr. Altangerel Oyunsaikhan Mr. Boldbaatar Danzannorov Mr. Sainbileg Chuluunbat Mr. Nyamaa Buyantogtokh Mr. Batjargal Mishir Mr. Ganzorig Ayush Ms. Odontuya Erdenebileg State Bank Building Baga Toiruu - 7/1, 1st Khoroo, Chingeltei District, Ulaanbaatar - 210644, Mongolia AUDITORS: Ernst and Young Mongolia Audit LLC Certified Public Accountants 36 www.statebank.mn STATE BANK LLC STATEMENT BY THE CHAIRMAN AND EXECUTIVES We, Ganbat Jigjid, being the Chairman of State Bank LLC (the “Bank”), Batsaikhan Daimaa, being the Chief Executive Officer, and Naranbat Battulga, being the Chief Financial Officer, primarily responsible for the financial statements of the Bank, do hereby state that, in our opinion, the accompanying financial statements set out on pages 40 to 98 present fairly, in all material respects the financial position of the Bank as at 31 December 2013 and its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards. GANBAT JIGJID BATSAIKHAN DAIMAA Chairman Chief Executive Officer NARANBAT BATTULGA Chief Financial Officer Ulaanbaatar, Mongolia Date: 31 March 2014 37 ANNUAL REPORT 2013 Ernst & Young Mongolia Audit LLC Suite 200, 8 Zovkhis Building Seoul Street 21 Ulaanbaatar 14251 Mongolia Tel: +976 11 314032/+976 11 312005 Fax: +976 11 312042 ey.com REPORT OF THE INDEPENDENT AUDITORS To the shareholders of State Bank LLC We have audited the accompanying financial statements of State Bank LLC (the “Bank”), which comprise the statement of financial position as at 31 December 2013 and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of 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 financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 38 www.statebank.mn REPORT OF THE INDEPENDENT AUDITORS To the shareholders of State Bank LLC (cont’d.) Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of the Bank as at 31 December 2013, and its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards. Restriction on use This report is made solely to the shareholders of the Bank, as a body, in connection with the audit requested by shareholders in accordance with Article 94 of Company Law of Mongolia and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. ERNST AND YOUNG MONGOLIA AUDIT LLC Certified Public Accountants PETER Петр Марки MARKEY Executive Захирал Director Ulaanbaatar, Mongolia 31 March 2014 39 ANNUAL REPORT 2013 STATE BANK LLC STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2013 Notes 2013 MNT’000 2012 MNT’000 (As restated) Interest and similar income 4 96,719,248 29,948,420 Interest and similar expenses 5 (62,296,000) (16,833,160) 34,423,248 13,115,260 Net interest income Fees and commission income 6 8,760,511 759,135 Fees and commission expenses 6 (777,865) (254,837) 7,982,646 504,298 Net fees and commission income Net trading income 7 997,160 5,077 Other operating income 8 5,518,842 1,269,664 48,921,896 14,894,299 (5,751,457) (1,917,184) 43,170,439 12,977,115 (36,491,739) (11,708,775) 6,678,700 1,268,340 360,694 (29,728) 7,039,394 1,238,612 12,116,641 – 19,156,035 1,238,612 Total operating income Credit loss expense 9 Net operating income Operating expenses 10 Profit before tax Income tax benefit/(expense) 11 Profit for the year Other comprehensive income Other comprehensive income not to be reclassified to profit or loss in subsequent periods: Revaluation of buildings Total comprehensive income for the year, net of tax 26 The accompanying notes form an integral part of the financial statements 40 www.statebank.mn STATE BANK LLC STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2013 Notes MNT’000 2012 MNT’000 (As restated) ASSETS 12 331,931,951 57,619,243 Due from banks 13 36,487,848 10,927,370 Derivative financial instruments 14 556,031 50,422 180,958,957 Cash and balances with Bank of Mongolia Loans and advances to customers 15 942,183,302 Financial investments – available-for-sale 16 50,718,198 242,128 Financial investments – held-to-maturity 16 304,278,747 49,234,242 Other assets 17 23,457,938 2,226,578 Property and equipment 18 59,971,903 11,177,016 Intangible assets 19 2,122,639 1,250,963 Deferred tax asset – net 20 475,610 114,881 1,752,184,167 313,801,800 21 144,149,939 17,051,626 TOTAL ASSETS LIABILITIES Due to banks Repurchase agreements 22 118,138,297 – Derivative financial instruments 14 413,243 54,164 Due to customers 23 1,034,156,475 193,891,835 Borrowed funds 24 318,633,613 72,619,185 Other liabilities 25 TOTAL LIABILITIES 4,503,402 1,857,352 1,619,994,969 285,474,162 113,000,000 28,000,000 5,422,056 (783,583) EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE BANK Ordinary shares 26 Retained earnings Other reserves TOTAL EQUITY TOTAL LIABILITIES AND EQUITY 26 13,767,142 1,111,221 132,189,198 28,327,638 1,752,184,167 313,801,800 The accompanying notes form an integral part of the financial statements. 41 ANNUAL REPORT 2013 STATE BANK LLC STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2013 Ordinary shares Other reserves MNT’000 At 1 January 2012, as restated MNT’000 Total equity MNT’000 MNT’000 28,000,000 217,041 1,849,047 30,066,088 Total comprehensive income – – 1,238,612 1,238,612 Dividends (Note 26) – – (2,437,782) (2,437,782) Appropriation to social development fund – 739,791 (739,791) Distribution of social development fund – (539,280) – (539,280) Appropriation to reserves – 693,669 (693,669) – At 31 December 2012, as restated Total comprehensive income Dividends (Note 26) Recovery of social development fund Distribution of social development fund Issuance of shares (Note 26) At 31 December 2013 28,000,000 1,111,221 (783,583) www.statebank.mn – 28,327,638 – 12,116,641 7,039,394 19,156,035 – – (833,755) (833,755) – 540,000 – 540,000 – (720) – (720) 85,000,000 – – 85,000,000 113,000,000 13,767,142 5,422,056 132,189,198 The accompanying notes form an integral part of the financial statements 42 Retained earnings STATE BANK LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER2013 2013 Notes MNT’000 2012 MNT’000 (As restated) CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax 6,678,700 1,268,340 3,742 – Adjustments for:– Changes in fair value of financial derivatives Gain on disposal of property and equipment 8 (146,530) (8,110) Unrealised foreign exchange gain 8 (2,749,547) (451,908) Credit loss for loans and advances to customers 9 5,360,992 1,909,038 Credit loss for other assets 9 390,465 8,146 Depreciation of property and equipment 10 3,156,272 748,380 Amortisation of intangible assets 10 420,809 227,473 (2,545,557) 2,545,557 10,557,494 6,258,768 Statutory deposits with BoM (98,933,024) (6,182,490) Due from banks (10,922,863) (1,392,100) – 4,994,589 (204,349,693) (82,039,260) 7,967,496 (4,284,831) Due to banks 115,647,503 7,695,484 Repurchase agreements 118,138,297 – 71,229,121 29,991,539 Other liabilities (26,901,278) (4,621,521) Cashused in operations (17,566,947) (49,579,822) (372,792) (216,888) (17,939,739) (49,796,710) (Recovery)/impairment loss on foreclosed properties Operating profit before working capital changes 8,10 Changes in operating assets:– Reverse repurchase agreements Loans and advances to customers Other assets Changes in operating liabilities:– Due to customers Income tax paid Net cash flows used in operating activities 43 ANNUAL REPORT 2013 STATE BANK LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2013 Notes 2013 2012 MNT’000 MNT’000(As restated) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial investments Proceeds from disposal of financial investments (3,163,760,080) (488,089,987) 3,133,412,824 499,318,887 Purchase of property and equipment 18 (3,219,021) (752,464) Purchase of intangible assets 19 (339,253) (508,936) 8,998 – (33,896,532) 9,967,500 (450,403,506) (6,272,471) 431,335,009 58,827,216 85,000,000 – (833,755) (2,437,782) Proceeds on disposal of property and equipment Net cash flows from/(used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayment of borrowed funds Drawdown of borrowed funds Proceeds from issuance of ordinary shares 26 Dividends paid Cash proceeds from Deposit Insurance Corporation for the acquisition of Savings Bank and cash transferred from Savings Bank 3 389,229,636 – Recovery of social development fund 26 540,000 – Distribution of social development fund 26 (720) (539,280) 454,866,664 49,577,683 5,392,124 111,024 408,422,517 9,859,497 64,718,034 54,858,537 473,140,551 64,718,034 Net cash flows generated from financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents brought forward Cash and cash equivalents carried forward 27 The accompanying notes form an integral part of the financial statements 44 www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 1. CORPORATE INFORMATION The Bank is principally engaged in the business of providing banking and financial services pursuant to License No. 26 issued by the Bank of Mongolia (“BoM”). Pursuant to BoM resolution dated 22 July 2013, the Board of Directors of BoM approved the acquisition of Savings Bank by the Bank and the subsequent combination of its business with the Bank (see Note 3). Other than the acquisition of Savings Bank, there were no significant changes in the nature of the Bank’s activities during the year. The Bank is a limited liability company incorporated and domiciled in Mongolia. Its registered office is at StateBank Building, BagaToiruu- 7/1, 1st Khoroo, Chingeltei District, Ulaanbaatar -210644, Mongolia. The Bank is 24.779% owned by the Ministry of Finance of Mongolia and 75.221% owned by the Deposit Insurance Corporation (DIC). DIC does not hold any voting rights. The financial statements for the year ended 31 December 2013 were authorised for issue in accordance with a resolution of the Directors on 31 March 2014. 2. ACCOUNTING POLICIES 2.1 BASIS OF PREPARATION The financial statements have been prepared on a historical cost basis, except for availablefor-sale financial investments, derivative financial instruments and properties that have been measured at fair value. The financial statements are presented in Mongolian Tugrug (MNT), which is the functional currency of the Bank and all values are rounded to the nearest thousands, except when otherwise indicated. Statement of compliance The financial statements of the Bank have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Presentation of financial statements The Bank presents its statement of financial position broadly in order of liquidity. An analysis regarding recovery or settlement within 12 months after the reporting date (current) and more than 12 months after the reporting date (non-current) is presented in Note 32. Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position only when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liability simultaneously. Income and expense is not offset in the statement of comprehensive income unless required or permitted by any accounting standard or interpretation and as specifically disclosed in the accounting policies of the Bank. 2.2 SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS The preparation of the Bank’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities and the accompanying disclosures, as well as the disclosure of contingent liabilities. 45 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The key assumptions concerning the future and other key sources of estimating uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below. The Bank based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances beyond the control of the Bank. Such changes are reflected in the assumptions when they occur. Going concern The Bank’s management has made an assessment of its ability to continue as a going concern and is satisfied that it has the resources to continue in business for the foreseeable future. Furthermore, management is not aware of any material uncertainties that may cast significant doubt upon the Bank’s ability to continue as a going concern. Therefore, the financial statements continue to be prepared on the going concern basis. Fair value of financial instruments Where the fair values of financial assets and financial liabilities recorded in the statement of financial positioncannot be derived from active markets, they are determined using a variety of valuation techniques that includethe use of mathematical models. The inputs to these models are derived from observable market data wherepossible, but if this is not available, judgment is required to establish the fair values.The judgments includeconsiderations of liquidity and model inputs such as volatility for longer-dated derivatives and discount rates,prepayment rates and default rate assumptions for asset-backed securities. The valuation of financialinstruments is described in more detail in Note 30. Impairment losses on loans and advances The Bank reviews its individually significant loans and advances at each statement of financial position date to assess whether an impairment loss should be recorded in the statement of comprehensive income. In particular, management’s judgment is required in the estimation of the amount and timing of future cash flows when determining the impairment loss. These estimates are based on assumptions about a number of factors and actual results may differ, resulting in future changes to the allowance. Loans and advances that have been assessed individually and found not to be impaired are assessed together with all individually insignificant loans and advances in groups of assets with similar risk characteristics. This is to determine whether provision should be made due to incurred loss events for which there is objective evidence, but the effects of which are not yet evident. The collective assessment takes account of data from the loan portfolio (such as levels of arrears, credit utilisation, loan to collateral ratios, etc.) and judgements on the effect of concentrations of risks and economic data (including levels of unemployment, real estate prices indices, country risk and the performance of different individual groups). 46 The impairment loss on loans and advances is disclosed in more detail in Notes 9 and 15, and further described in Note 29. Revaluation of property The Bank measures its buildings at revalued amounts with changes in fair value being recognised in other comprehensive income (OCI). The Bank engaged an independent valuation specialist to assess fair value of the buildings as at 31 December2013. Buildings were valued by reference to market-based evidence, using comparable prices adjusted for specific market factors such as nature, location and condition of the buildings. www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Deferred tax assets Deferred tax assets are recognised in respect of tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits, together with future tax planning strategies. Contingencies The Bank is currently involved in various legal proceedings. The estimate of the probable costs for the resolution of these claims has been developed in consultation with external counsel handling the Bank’s defense in these matters and is based on an analysis of potential results. The Bank currently does not believe that these proceedings will have a material adverse effect on the financial statements. It is possible, however, that future results of operations could be materially affected by changes in the estimates or in the effectiveness of the strategies relating to these proceedings (see Note 28). 2.3CHANGES IN ACCOUNTING POLICY AND DISCLOSURES The accounting policies adopted are consistent with those of the previous financial year except for the adoption of the following amended IFRS applicable to the Bank, which became effective on 1 January 2013. New and amended standards and interpretations IFRS 1, First-time Adoption of International Financial Reporting Standards (Amendment) - Government Loans - Amendments to IFRS 1 IFRS 7, Financial Instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities - Amendments to IFRS7 IFRS 10, Consolidated Financial Statements, IAS 27 Separate Financial Statements IFRS 11, Joint Arrangements, IAS 28 Investments in Associates and Joint Ventures IFRS 12, Disclosure of Interests in Other Entities IFRS 13, Fair Value Measurements IAS 19, Employee Benefits (Revised 2011) IAS 27, Separate Financial Statements (Revised 2011) IAS 28, Investments in Associates and Joint Ventures (Revised 2011) Except as discussed below, the adoption of the other standards and interpretations did have any significant impact on the financial performance or position of the Bank. IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The impact of IFRS 13 on the Bank’s financial statements is not significant; however there will be new disclosures for the inputs and valuation techniques to develop fair value measurement, which is defined as an exit price. Please refer to Note 30 of this financial statement for the new disclosures under IFRS 13. Standards issued but not yet effective The Standards and Interpretations that are issued, but not yet effective, up to the date of issuance 47 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 of the Company’s financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective. IFRS 9, Financial Instruments3 IFRS 9, IFRS 7 and IAS 39 Amendments, Hedge Accounting and amendments to IFRS 9, IFRS 7 and IAS 393 IFRS 10, IFRS 12 and IAS 27 (2011), Amendments to IFRS 10, IFRS 12 and IAS 27 (2011) - Investment Entities1 IAS 19 Amendments, Amendments to IAS 19 Employee Benefits - Defined Benefit Plans: Employee Contributions2 IAS 32 Amendments, Amendments to IAS 32 Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities1 IAS 39 Amendments, Amendments to IAS 39 Financial Instruments: Recognition and Measurement - Novation of Derivatives and Continuation of Hedge Accounting1 IFRIC 21, Levies1 Annual Improvements, 2010-2012 Cycle and 2011-2013 Cycle, Amendments to a number of IFRSs issued in December 20134 3 4 1 2 Effective for annual periods beginning on or after 1 January 2014 Effective for annual periods beginning on or after 1 July 2014 No mandatory effective date yet determined but is available for adoption These improvements are effective for annual periods beginning on or after 1 July 2014, but early adoption is permitted. The Bank is in the process of assessing if the adoption of these Standards and Interpretations in the future periods will have material impact on its financial statements. 2.4SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (1) Business combination and goodwill Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Bank elects whether to measure the noncontrolling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in other operating expense. When the Bank acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. 48 www.statebank.mn If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognized in profit or loss. It is then considered in the determination of goodwill. STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Any contingent consideration to be transferred by the acquirer will berecognized at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IAS 39 Financial Instruments: Recognition and Measurement, is measured at fair value with changes in fair value recognized either in profit or loss or as a change to OCI. If the contingent consideration is not within the scope of IAS 39, it is measured in accordance with the appropriate IAS. Contingent consideration that is classified as equity is not remeasured and subsequent settlement is accounted for within equity. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the amount recognized for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Bank re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Bank’s cash-generating units (CGU) that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Where goodwill has been allocated to a CGU (or group of CGU) and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed ofin these circumstances is measured based on the relative values of the disposed operation and the portion of the CGU retained. (2) Foreign currency translation The functional currency of the Bank is the Mongolian Tugrug.Transactions denominated in foreign currencies are initially recorded at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the statement of financial position date. Differences arising on settlement or translation of monetary items are recognised in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Nonmonetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of gain or loss on change in fair value of the item. USD/MNT exchange rate as at 31 December 2013 and 31 December 2012 were 1,654.10 and 1,392.10, respectively. (3) Financial instruments - initial recognition and subsequent measurement A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. 49 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 (i) Date of recognition Financial instruments are recognisedin the Bank’s statement of financial position when the Bank becomes a party to the contractual provisions of the instrument. This includes “regular way trades” described as purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place. (ii) Initial measurement of financial instruments The classification of financial instruments at initial recognition depends on their purpose and characteristics and the management’s intention in acquiring them. All financial instruments are measured initially at their fair value plus transaction costs, except in the case of financial assets and financial liabilities recorded at fair value through profit or loss. (iii) Derivatives recorded at fair value through profit or loss The Bank uses derivatives such as currency forwards and swaps to manage its exposure to market risks. Derivatives are recorded at fair value and carried as assets when their fair value is positive and as liabilities when their fair value is negative. Changes in the fair value of derivatives are included in ‘Net trading income’. Derivatives embedded in other financial instruments are treated as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contract, and the host contract is not itself held-for-trading or designated at fair value through profit or loss. The embedded derivatives separated from the host are carried at fair value in the trading portfolio with changes in fair value in the trading portfolio recognised in the statement of comprehensive income. (iv) Financial assets or financial liabilities held-for-trading Financial assets or financial liabilities held-for-trading are recorded in the statement of financial position at fair value. Changes in fair value are recognised in ‘Net trading income’. Interest and dividend income or expense is recorded in ‘Net trading income’ according to the terms of the contract, or when the right to the payment has been established. Included in this classification are debt securities, equities and securities that have been acquired principally for the purpose of selling or repurchasing in the near term. (v) Financial assets and financial liabilities designated at fair value through profit or loss Financial assets and financial liabilities classified in this category are those that have been designated by management on initial recognition. Management may only designate an instrument at fair value through profit or loss upon initial recognition when the following criteria are met, and designation is determined on an instrument by instrument basis: The designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise from measuring the assets or liabilities or recognising gains or losses on them on a different basis. The assets and liabilities are part of a group of financial assets, financial liabilities or both which are managed and their performance evaluated on a fair value basis, in accordance with a documented risk management or investment strategy. The financial instrument contains one or more embedded derivatives which significantly 50 www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 modify the cash flows that otherwise would be required by the contract. Financial assets and financial liabilities at fair value through profit or loss are recorded in the statement of financial position at fair value. Changes in fair value are recorded in ‘Net trading income’. Interest earned or incurred is accrued in ‘Interest and similar income’ or ‘Interest and similar expense’, respectively, using the effective interest rate (EIR), while dividend income is recorded in ‘Other operating income’ when the right to the payment has been established. The Bank has no financial assets or liabilities designated at fair value through profit or loss as of 31 December 2013 and 2012. (vi) Available-for-sale financial investments Available-for-sale investments include equity and debt securities.Equity investments classified as available-for-sale are those which are neither classified as held-for-trading nor designated at fair value through profit or loss. Debt securities in this category are intended to be held for an indefinite period of time and may be sold in response to needs for liquidity or in response to changes in the market conditions. The Bank has not designated any loans or receivables as available-for-sale. After initial measurement, available-for-sale financial investments are subsequently measured at fair value. Unrealised gains and losses are recognised directly in equity (other comprehensive income). When the investment is disposed of, the cumulative gain or loss previously recognised in equity is recognised in the statement of comprehensive income in ‘Other operating income’. Where the Bank holds more than one investment in the same security, they are deemed to be disposed of on a first-in first-out basis. Interest earned whilst holding available-for-sale financial investments is reported as interest income using the EIR. Dividends earned whilst holding available-for-sale financial investments are recognised in profit or loss as ‘Other operating income’ when the right of the payment has been established. The losses arising from impairment of such investments are recognised in profit or loss and removed from other comprehensive income. (vii) Held-to-maturity financial investments Held-to-maturity financial investments are non-derivative financial assets with fixed or determinable payments and fixed maturities, which the Bank has the intention and ability to holdtomaturity. After initial measurement, held-to-maturity financial investments are subsequently measured at amortised cost using the EIR less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees that are an integral part of the EIR. The amortisation is included in ‘Interest and similar income’ in the statement of comprehensive income. The losses arising from impairment of such investments are recognised in the ‘Credit loss expense’. If the Bank were to sell or reclassify more than an insignificant amount of held-tomaturity investments before maturity (other than in certain specific circumstances), the entire category would be tainted and would have to be reclassified as available-for-sale. Furthermore, the Bank would be prohibited from classifying any financial asset as held to maturity during the following two years. (viii) Loans and advances This account includes ‘Due from banks’ and ‘Loans and advances to customers’which are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than: 51 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Those that the Bank intends to sell immediately or in the near term and those that the Bank, upon initial recognition, designates as at fair value through profit or loss Those that the Bank, upon initial recognition, designates as available-for-sale Those for which the Bank may not recover substantially all of its initial investment, other than because of credit deterioration After initial measurement, ‘Due from banks’ and ‘Loans and advances to customers’are subsequently measured at amortised cost using EIR, less any allowance for impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees and costs that are an integral part of EIR. The amortisation is included in ‘Interest and similar income’ in the statement of comprehensive income. The losses arising from impairment are recognised in profit or lossunder ‘Credit loss expense’. The Bank may enter into certain lending commitments where the loan, on drawdown, is expected to be classified as held-for-trading because the intent is to sell the loans in the short term. These commitments to lend are recorded as derivatives and measured at fair value through profit or loss. Where the loan, on drawdown, is expected to be retained by the Bank, and not sold in the short term, the commitment is recorded only when it is an onerous contract that is likely to give rise to a loss (e.g., due to a counterparty credit event). (ix) Borrowed funds Borrowed funds are contractual obligations to local and foreign financial institutions. After initial measurement, borrowed funds are subsequently measured at amortised cost using the EIR. The amortised cost of borrowed funds is calculated using EIR by taking into account any transaction costs related to the transaction. An analysis of the Bank’s‘Borrowed funds’is disclosed in Note 24. (x) Due to banks This includes deposits from other banks and financial institutions in foreign currency and local currency accounts and time deposits placed by local and foreign commercial banks and BoM (Note 21). After initial measurement, due to banks are subsequently measured at amortised cost using the EIR. (xi) Due to customers This includes current, savings, time deposits and bank guarantee fund from customers (Note 23). After initial measurement, due to customers are subsequently measured at amortised cost using the EIR. (xii) ‘Day 1’ profit or loss When the transaction price is different to the fair value of other observable current market transactions in the same instrument or based on a valuation technique whose variables include only data from observable markets, the Bank immediately recognizes the difference between the transaction price and fair value (a ‘Day 1’ profit or loss) in the statement of comprehensive income. In cases where fair value is determined using data which is not 52 www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 observable, the difference between the transaction price and model value is only recognised in the statement of comprehensive income when the inputs become observable or when the instrument is derecognized. (xiii) Reclassification of financial assets For a financial asset reclassified out of the available-for-sale financial investments category, any previous gain or loss on that asset that has been recognised in equity is amortised to profit or loss over the remaining life of the investment using the EIR. Any difference between the new amortised cost and the expected cash flows is also amortised over the remaining life of the asset using the EIR. If the asset is subsequently determined to be impaired, then the amount recorded in equity is recycled to the statement of comprehensive income. The Bank may reclassify a non-derivative trading asset out of the held-for-trading financial investments category and into the loans and advances category if it meets the definition of loans and advances and the Bank has the intention and ability to hold the financial asset for the foreseeable future or until maturity. If a financial asset is reclassified, and if the Bank subsequently increases its estimates of future cash receipts as a result of increased recoverability of those cash receipts, the effect of that increase is recognised as an adjustment to the EIR from the date of the change in estimate. Reclassification is at the election of management, and is determined on an instrument by instrument basis. The Bank does not reclassify any financial instrument into the fair value through profit or loss category after initial recognition. (4) Derecognition of financial assets and financial liabilities (i) Financial assets A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when: • The rights to receive cash flows from the asset have expired; or • The Bank has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either: The Bank has transferred substantially all the risks and rewards of the asset; or The Bank has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset When the Bank has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all of the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Bank’s continuing involvement in the asset. In that case, the Bank also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Bank has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Bank could be required to repay. (ii) Financial liabilities A financial liability is derecognised when the obligation under the liability is discharged, cancelled or has expired. Where an existing financial liability is replaced by another from 53 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference between the carrying value of the original financial liability and the consideration paid is recognised in statement of comprehensive income. (5) Repurchase and reverse repurchase agreements Securities sold under agreements to repurchase at a specified future date are not derecognised from the statement of financial position as the Bank retains substantially all of the risks and rewards of ownership. The corresponding cash received isrecognised in the statement of financial position as an asset with a corresponding obligation to return it, including accrued interest as a liability within ‘Repurchase agreements’, reflecting the transaction’s economic substance as a loan to the Bank. The difference between the sale and repurchase prices is treated as interest expense and is accrued over the life of agreement using the EIR. Securities lent to counterparties are also retained in theirrespective statement of financial position categories. Conversely, securities purchased under agreements to resell at a specified future date are not recognised in the statement of financial position. The consideration paid, including accrued interest, is recorded in the statement of financial position, within ‘Reverse repurchase agreements’, reflecting the transaction’s economic substance as a loan by the Bank. The difference between the purchase and resale prices is recorded in ‘Interest and similar income’ and is accrued over the life of the agreement using the EIR. If securities purchased under agreement to resell are subsequently sold to third parties, the obligation to return the securities is recorded as a short sale within financial liabilitiesheldfor-trading and measured at fair value with any gains or losses included in ‘Net trading income’. (6) Determination of fair value The Bank measures certain financial instruments such as derivatives, available-for-sale investments and properties at fair value at each statement of financial position date. Also, fair values of financial instruments carried at amortised cost are measured for disclosure purposes. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: • In the principal market for the asset or liability, or • In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible to the Bank. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Bank uses valuation techniques that are appropriate in the circumstances and for 54 www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognized in the financial statements on a recurring basis, the Bank determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. External appraisers are involved for valuation of properties. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. An analysis of fair values of financial instruments and further details as to how they are measured are provided in Note 30. (7) Impairment of financial assets The Bank assesses at each statement of financial position date, whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset (an incurred loss event) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the borrower or a group of borrowers is experiencing significant financial difficulty, the probability that they will enter bankruptcy or other financial reorganization, default or delinquency in interest or principal payments, and where observable data indicates that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. (i) Financial assets carried at amortised cost For financial assets carried at amortised cost, the Bank first assesses individually whether objective evidence of impairment exists for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Bank determines that no objective evidence of impairment exists for an individually assessed financial asset, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The carrying amount of the asset is reduced through the use 55 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 of an allowance account and the amount of the loss is recognised in the statement of comprehensive income. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of ‘Interest and similar income’. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the Bank. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a future write-off is later recovered, the recovery is credited to the ’Credit loss expense’. The present value of the estimated future cash flows is discounted at the financial asset’s original EIR. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current EIR. If the Bank has reclassified financial assets to loans and advances, the discount rate for measuring any impairment loss is the new EIR determined at the reclassification date. The calculation of the present value of the estimated future cash flows of a collateralised financial asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral, whether or not foreclosure is probable. For the purpose of a collective evaluation of impairment, financial assets are grouped based on the credit risk characteristics of the loans and advances such as asset type, industry, geographical location, collateral type, past-due status and other relevant factors. Future cash flows on a group of financial assets that are collectively evaluated for impairment are estimated on the basis of historical loss experience for assets with credit risk characteristics similar to those in the group.Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not exist currently. The Bank adopted the basic approach where the impairment allowances are computed on weighted average of historical loss experience of each risk grouping over the outstanding balance.Estimates of changes in future cash flows reflect, and are directionally consistent with, changes in related observable data from year to year (such as changes in unemployment rates, property prices, commodity prices, payment status, or other factors that are indicative of incurred losses in the group and their magnitude). The methodology and assumptions used for estimating future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience. See Note 9 for details of impairment losses on financial assets carried at amortised cost and Note 15 for an analysis of the impairment allowance on loans and advances by class. (ii) Available-for-sale financial investments For available-for-sale financial investments, the Bank assesses at each financial position date whether there is objective evidence that an investment is impaired. In the case of debt instruments classified as available-for-sale, the Bank assesses individually whether there is objective evidence of impairment based on the same criteria as financial assets carried at amortised cost. However, the amount recorded for impairment is the cumulative loss measured as the difference between the amortised cost and the current fair value, less any impairment loss on that investment previously recognised in the statement of comprehensive income. Future interest income is based on the reduced 56 www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.The interest income is recorded as part of ‘Interest and similar income’. If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to a credit event occurring after the impairment loss was recognised in the statement of comprehensive income, the impairment loss is reversed through the statement of comprehensive income. In the case of equity investments classified as available-for-sale, objective evidence would also include a ‘significant’ or ‘prolonged’ decline in the fair value of the investment below its cost.Where there is evidence of impairment, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognised in the statement of comprehensive income- is removed from equity and recognised in the statement of comprehensive income.Impairment losses on equity investments are not reversed through profit or loss; increases in the fair value after impairment are recognised in other comprehensive income. (iii) Renegotiated loans Where possible, the Bank seeks to restructure loans rather than to take possession of collateral. This may involve extending the payment arrangements and the agreement of new loan conditions. Once the terms have been renegotiated, any impairment is measured using the original EIR as calculated before the modification of terms and the loan is no longer considered past due. Management continually reviews renegotiated loans to ensure that all criteria are met and that future payments are likely to occur. The loans continue to be subject to an individual or collective impairment assessment, calculated using the loan’s original EIR. (iv) Collateral repossessed Repossessed assets are initially recognised at the lower of their fair values less costs to sell and the amortised cost of the related outstanding loans on the date of the repossession, and the related loans and advances together with the related impairment allowances are derecognised from the statement of financial position. Subsequently, repossessed assets are measured at the lower of their cost and fair value less costs to sell and are included in ‘Other assets’. (8) Offsetting financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, therefore, the related assets and liabilities are presented gross in the statement of financial position. (9) Leasing The determination of whether an arrangement is a lease, or contains a lease, is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. Bank as a lessee Leases that do not transfer to the Bank substantially all the risks and benefits incidental to ownership of the leased items are operating leases. Operating lease payments are recognised as an expense in the statement of comprehensive income on a straight-line basis 57 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 over the lease term. Contingent rental payable is recognised as an expense in the period in which they are incurred. Bank as a lessor Leases where the Bank does not transfer substantially all of the risk and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating operating leases are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned. (10) Recognition of income and expenses Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Bank and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised. (i) Interest and similar income and expense For all financial instruments measured at amortised cost, interest bearing financial assets classified as available-for-sale and financial instruments designated at fair value through profit or loss, interest income or expense isrecorded using EIRwhich is the rate that exactly discounts estimated future cash payments or receiptsthrough the expected life of the financial instrument or a shorter period, where appropriate, to the net carryingamount of the financial asset or financial liability. The calculation takes into account all contractual terms of thefinancial instrument (for example, prepayment options) and includes any fees or incremental costs that aredirectly attributable to the instrument and are an integral part of the EIR, but not future credit losses. The carrying amount of the financial asset or financial liability is adjusted if the Bank revises its estimates ofpayments or receipts. The adjusted carrying amount is calculated based on the original EIR and the change incarrying amount is recorded as ‘Interest and similar income’ for financial assets and ‘Interest and similar expense’ for financial liabilities. However, for a reclassified financial asset for which the Banksubsequently increases its estimates of future cash receipts as a result of increased recoverability of those cashreceipts, the effect of that increase is recognised as an adjustment to the EIR from the date of the change inestimate. Once the recorded value of a financial asset or a group of similar financial assets has been reduced due to an impairment loss, interest income continues to be recognised using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. (ii) Fee and commission income The Bank earns fee and commission income from a diverse range of services it provides to its customers. Fee income can be divided into the following two categories: Fee income earned from services that are provided over a certain period of time Fees earned for the provision of services over a period of time are accrued over that period. These fees include commission income and asset management, custody and other management and advisory fees. Loan commitment fees for loans that are likely to be drawn down and other credit related fees are deferred (together with any incremental costs) and recognised as an adjustment to the EIR on the loan. When it is unlikely that a loan will be drawn down, the loan commitment fees are recognised over the commitment period on a straight-line basis. 58 www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Fee income from providing transaction services Fees arising from negotiating or participating in the negotiation of a transaction for a third party, such as the arrangement of the acquisition of shares or other securities or the purchase or sale of businesses, are recognised on completion of the underlying transaction. Fees or components of fees that are linked to a certain performance are recognised after fulfilling the corresponding criteria. (iii) Net trading income Results arising from trading activities include all gains and losses from changes in fair value of financial assets and financial liabilities ‘held-for-trading’ including derivatives. (11) Cash and cash equivalents Cash and cash equivalents as referred to in the cash flow statement comprises cash on hand, non-restricted current accounts with BoM and amounts due from banks on demand or with an original maturity of three months or less. (12) Property and equipment Property and equipment are initially stated at cost excluding the costs of day-to-day servicing, less accumulated depreciation and accumulated impairment in value. Changes in the expected useful life are accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates. Depreciation is calculated using the straight-line method to write down the cost of property and equipment to their residual values over their estimated useful lives. Land is not depreciated. The estimated useful lives of the assets are as follows: Buildings Computer hardware 40 years 3 years Office furniture and equipment 10 years Motor vehicles 10 years Propertyand equipment transferred from customers is initially measured at fair value at thedate on which control is obtained. Property is subsequently measured at fair value less accumulated depreciation and impairment losses recognized at the date of revaluation. Valuations are performed with sufficient frequency to ensure that the fair value of a revalued asset does not differ materially from its carryingamount. A revaluation surplus is recorded in other comprehensive income and credited to the asset revaluation reserve in equity.However, to the extent that it reverses a revaluation deficit of the same asset previously recognisedin profit or loss, the increase is recognised in profit and loss. A revaluation deficit is recognised in profit or loss, except to the extent that it offsets an existing surplus on the same assetrecognised in the asset revaluation reserve. An item of property and equipment is de-recognisedupon disposal or when no future economic benefits are expected from its use or disposal. Any gain or lossarising on derecognition of the asset (calculated as the difference between the net disposal proceedsand the carrying amount of the asset) is included in the statement of comprehensive income. The residual values, useful lives and methods of depreciation of property and equipment arereviewed at each financial year end and adjusted prospectively, if appropriate. 59 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 (13) Intangible assets The Bank’s intangible assets include the value of computer software and licenses. An intangible asset is recognised only when its cost can be measured reliably and it is probable that the expected future economic benefits that are attributable to it will flow to the Bank. Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over the useful economic life. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial yearend. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and they are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is presented as a separate line item in the statement of comprehensive income. Amortisation is calculated using the straight-line method to write down the cost of intangible assets to their residual values over their estimated useful lives as follows: Computer software (core banking software) 2-10 years Software licenses1-10years (14) Impairment of non-financial assets The Bank assesses at each statement of financial position date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Bank estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value in use. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators. For assets excluding goodwill, an assessment is made at each statement of financial position date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Bank estimates the asset’s or CGU’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceeds the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of comprehensive income. Impairment losses relating to goodwill are not reversed in future periods. 60 www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 (15) Financial guarantees In the ordinary course of business, the Bank gives financial guarantees, consisting of letters of credit, guarantees and acceptances. Financial guarantees are initially recognised in the financial statements (within‘Other liabilities’) at fair value, being the premium received. Subsequent to initial recognition, the Bank’s liabilityunder each guarantee is measured at the higher of the amount initially recognised less cumulative amortization recognised in the statement of comprehensive income, and the best estimate of expenditure required to settle any financialobligation arising as a result of the guarantee. Any increase in the liability relating to financial guarantees is recorded in the statement of comprehensive income in ‘Credit lossexpense’. The premium received is recognisedas‘Net fees and commission income’ on astraight line basis over the life of the guarantee. (16) Employee benefits (i) Short term benefits Wages, salaries and other salary related expenses are recognised as an expense in the year in which the associated services are rendered by employees of the Bank. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when absences occur. (ii)Defined contribution plans As required by law, companies in Mongolia make contributions to the government pension scheme, social and health fund. Such contributions are recognised as an expense in profit or loss as incurred. (17) Taxes (i) Current tax Current tax assets and liabilities for expected to be recovered from or laws used to compute the amount the statement of financial position the current and prior years are measured at the amount paid to the taxation authorities. The tax rates and tax are those that are enacted or substantively enacted by date. (ii) Deferred tax Deferred tax is provided on temporary differences at the statement of financial position date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all taxable temporary differences, except where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. The carrying amount of deferred tax assets is reviewed at each statement of financial 61 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each statement of financial position date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date. Current tax and deferred tax relating to items recognised directly in equity are also recognised in equity and not in the statement of comprehensive income. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. (18) Dividends on ordinary shares Dividends on ordinary shares are recognised as a liability and deducted from equity when they are approved by the Bank’s shareholders. Interim dividends are deducted from equity when they are declared and no longer at the discretion of the Bank. (19) Other reserves The other reserves recorded in equity on the Bank’s statement of financial position include: Asset revaluation reserves The revaluation surplus reserve is used to record the surplus arising from the revaluation of the Bank’s buildings. Reserves The Bank maintains reserves in order to hedge itself against unforeseen risks. At the discretion of the management, a portion of unappropriated retained earnings is transferred to these reserves. Social development fund At the discretion of the management, a portion of retained earnings is contributed to the fund which is used to address the Bank employees’ social and economic needs. 3. BUSINESS COMBINATION Acquisition in 2013 Acquisition of Savings Bank LLC On 22 July 2013, the Board of Directors of BoM passed a resolution to officially abolish the “Khadgalamj Bank” (Savings Bank) through a process whereby the Bank acquired certain assets and assumed certain liabilities based on the Asset and Liability Transfer Agreement executed on 23 July 2013 with Savings Bank’s receivership appointed by BoM. Savings Bank was an unlisted company based in Ulaanbaatar and operated as a retail bank of 503 branches and 3,268 employees as of 22 July 2013. 62 www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Provisional fair values of the identifiable assets acquired and liabilities assumed at the date of acquisition are as follows: Carrying Value Provisional Fair Values MNT’000 MNT’000 36,616,385 36,616,385 953,232 953,232 269,329,636 269,329,636 272,439 272,439 62,377,622 62,377,622 550,452,999 550,452,999 12,084,015 12,084,015 932,086,328 932,086,328 769,035,518 769,035,518 11,450,810 11,450,810 Borrowed funds 250,657,704 250,657,704 Other liabilities 29,547,328 29,547,328 1,060,691,360 1,060,691,360 128,605,032 128,605,032 Assets Property and equipment Intangible assets Cash and balances with BoM Financial investments – available-for-sale Financial investments – held-to-maturity Loans and advances from customers Other assets Liabilities Due to customers Due to banks Net liabilities assumed No provisional goodwill or gain on bargain purchase was recognised in this transaction. During the acquisition, the Bank recognised a receivable from DIC amounting to MNT 119,900 million and a receivable from Savings Bank receivership amounting to MNT 8,705 million and which equates to the net liabilities assumed by the Bank in its acquisition of Savings Bank. As of 31 December 2013, DIC has fully paid the MNT 119,900 million while the receivable from Savings Bank receivership remains outstanding (see Note 17). The purchase price allocation for the acquisition of the Savings Bank has been prepared on a preliminary basis due to unavailability of certain information to facilitate fair value computation, and reasonable changes are expected as additional information becomes available. Acquisition related costs of MNT 452 million have been charged to “other operating expense” in profit or loss. From date of acquisition, Savings Bank has contributed MNT 61,569 million of interest income and MNT 1,951 million to the net profit before tax of the Bank. If the combination had taken place at the beginning of the year, interest income from continuing operations would have been MNT 162,798 million and the profit from continuing operation for the Bank would have been MNT 8,224 million. 63 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 4. INTEREST AND SIMILAR INCOME 2013 MNT’000 Cash and balances with BoM 245,162 – Reverse repurchase agreements 594,248 432,673 Due from banks Loans and advances to customers Financial investments – available-for-sale Financial investments – held-to-maturity Net interest income on swaps 5. Borrowed funds 6. 1,373,438 435,519 80,963,950 916,681 12,603,007 96,696,486 22,762 96,719,248 22,376,815 – 6,703,413 29,948,420 – 29,948,420 INTEREST AND SIMILAR EXPENSE Due to banks Repurchase agreements Due to customers 2013 2012 MNT’000 MNT’000 (As restated) 4,444,379 173,664 48,273,915 703,816 235,916 14,800,709 9,404,042 1,092,719 62,296,000 16,833,160 NET FEES AND COMMISION INCOME Fees and commission income Credit related fees and commissions Remittance and other service fees Card related fees and commissions Account service fees and commissions Fees and commission expenses Bank service charges Card transaction charges Net fees and commission income 64 2012 MNT’000 (As restated) www.statebank.mn 2013 2012 MNT’000 MNT’000 (As restated) 4,436,493 1,498,959 1,458,071 1,366,988 245,856 226,488 125,434 161,357 8,760,511 759,135 434,590 343,275 214,266 40,571 777,865 254,837 7,982,646 504,298 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 7. NET TRADING INCOME Equities Foreign exchange 2013 2012 MNT’000 MNT’000 (As restated) 4,058 993,102 997,160 – 5,077 5,077 Equities income includes the results of buying and selling, and changes in the fair value of equity securities. Foreign exchange income includes net gains and losses from trading in spot and forward contracts and other currencyderivatives. 8. OTHER OPERATING INCOME 2013 2012 MNT’000 MNT’000 (As restated) Non-trading foreign exchange gain, net Reversal on foreclosed properties (Note 17 ) 2,808,603 2,545,557 1,269,619 – Gain on disposal of property and equipment 8,110 – 156,572 45 5,518,842 1,269,664 2013 2012 MNT’000 MNT’000 (As restated) Others 9.CREDIT LOSS EXPENSE Loans and advances to customers (Note 15) Other assets (Note 17) 10. 5,360,992 1,909,038 390,465 8,146 5,751,457 1,917,184 OTHER OPERATING EXPENSES 2013 MNT’000 Salaries and wages Impairment loss on foreclosed properties (Note 17) Depreciation expense(Note 18 ) Rental charges payable under operating lease Deposit insurance Amortisation expense(Note 19) Others 2012 MNT’000 (As restated) 19,184,359 – 3,156,272 2,508,224 2,520,310 420,809 8,701,765 5,394,444 2,545,557 748,380 636,262 – 227,473 2,156,659 36,491,739 11,708,775 65 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 11. INCOME TAX (BENEFIT)/EXPENSE The components of income tax (benefit)/expense forthe years ended 31 December 2013 and 2012 are: 2013 2012 MNT’000 (As restated) MNT’000 Current tax: Current income tax Deferred tax: Relating to temporary differences 35 144,609 (360,729) (360,694) (114,881) 29,728 The Bank provides for income taxes on the basis of its income for financial reporting purposes, adjusted for items which are not assessable or deductible for income tax purposes. The income tax rate for profits of the Bank is 10% for the first MNT3 billion of taxable income and 25% on the excess of taxable income over MNT 3 billion. Interest income on government bonds is not subject to income tax. Impairment losses for loans and advances are deductible for income tax purposes. A reconciliation of income tax expense applicable to profit before tax at the statutory income tax rate to income tax (benefit)/expense at the effective income tax rate of the Bank for the years ended 31 December is as follows: 2013 MNT’000 Profit before taxation Tax at statutory tax rate of 25% (2012: 10%) Effect of loss carried forward Effect of special tax rate Effect of income subject to lower tax rate Effect of income not subject to tax Effect of expenses not deductible for tax purposes Tax expense for the year 2012 MNT’000 (As restated) 6,678,700 1,268,340 1,669,675 – (52) (450,000) (1,818,700) 238,383 126,834 (144,609) – – (247,267) 294,770 (360,694) 29,728 The effective income tax rate for 2013 is (5.40%) (2012: 2.34%). 12.CASH AND BALANCES WITH BoM 2013 MNT’000 Cash on hand Current account with BoM 2012 MNT’000 53,217,481 278,714,470 5,136,866 52,482,377 331,931,951 57,619,243 Current accounts with BoM are maintained in accordance with BoM regulations. The balances maintained with BoM are determined at not less than 12.0% of customer deposits based on average balance of two (2) weeks. As at 31 December 2013, the average reserves required by BoM for that period of 2 weeks was MNT 113,279.649 million (2012: MNT 18,580.670 million) for local currency and MNT 9,964.815 million (2012: MNT 5,730.770 million) for foreign currency maintained on current accounts with BoM. 66 www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 13.DUE FROM BANKS 2013 2012 MNT’000 (As restated) MNT’000 36,487,848 Placement with other banks and financial institutions 10,927,370 Due from banks represent local and foreign currency current accounts and deposits maintained with foreign and local financial institutions. 14.DERIVATIVE FINANCIAL INSTRUMENTS The table below shows the fair values of derivative financial instruments recorded as assets or liabilities together with their notional amounts. The notional amount, recorded gross, is the amount of a derivative’s underlying asset, reference rate or index and is the basis upon which changes in the value of derivatives are measured. The notional amounts indicate the volume of transactions outstanding at the year end and are indicative of neither the market risk nor the credit risk. Notional Amount 2013 MNT’000 Forwards Swaps Fair Value Assets 2013 MNT’000 Liabilities 2013 MNT’000 Fair Value Notional Amount 2012 MNT’000 Assets Liabilities 2012 MNT’000 (As restated) 2012 MNT’000 (As restated) 13,317,929 11,088,600 362,676 193,355 384,396 28,847 2,001,542 – 50,422 – 54,164 – 24,406,529 556,031 413,243 2,001,542 50,422 54,164 At their inception, derivatives often involve only a mutual exchange of promises with little or no transfer of consideration. However, these instruments frequently involve a high degree of leverage and are very volatile. A relatively small movement in the value of the asset, rate or index underlying a derivative contract may have a significant impact on the profit or loss of the Bank. The Bank’s exposure under derivative contracts is closely monitored as part of the overall management of its market risk (see also Note 29.4). 15. LOANS AND ADVANCES TO CUSTOMERS Business loans Mortgage loans Consumer loans Agricultural loans Accrued interest receivables Gross loans and advances to customers Allowance for impairment losses Net loans and advances to customers 2013 2012 MNT’000 MNT’000 (As restated) 208,786,359 195,221,884 489,062,425 46,809,938 82,151,352 93,346,570 8,131,305 – 939,880,606 183,629,227 11,766,455 1,416,099 951,647,061 (9,463,759) 185,045,326 (4,086,369) 942,183,302 180,958,957 67 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Transferred financial assets that are not derecognised in their entirety In October 2012, the Bank sold the rights to 100% of the cash flows arising on a portfolio of fixed rate mortgage loans to Mongolian Mortgage Corporation LLC (“MIK”) but provided guarantees of the performance of the loans. The Bank has determined that substantially all the risks and rewards of the portfolio were retained and, consequently, the loans were not derecognised. The Bank accounted for the transaction as a collateralised borrowing and recorded the cash received as financial liability. The carrying amount of the transferred loan portfolio as at 31 December 2012 was MNT 1,493 million and that of the liability was MNT 1,493 million. In April 2013, the Bank sold additional mortgage loans amounting to MNT 1,668 million. Subsequently, the Bank purchased back MNT 2,889 million of the loan. The carrying amount of the remaining transferred loan portfolio as at 31 December 2013 was MNT 272 million and that of the liability was MNT 272 million. Impairment allowance for loans and advances to customers A reconciliation of the allowance for impairment losses for loans and advances to customers, by class, is as follows: Business Consumer Mortgage Agricultural Total MNT’000 MNT’000 MNT’000 MNT’000 MNT’000 At 31 December 2013 At 1 January 2013 Charge for the year Recoveries Foreign exchange difference At 31 December 2013 Individual impairment Collective impairment Gross amount of loans, individually determined to be impaired, before deducting any individually assessed impairment allowance 3,804,100 8,109,365 (3,153,052) 15,241 388,175 (9,175) 267,028 220,672 (224,785) – 29,792 – 4,086,369 8,748,004 (3,387,012) 15,265 45 1,088 – 16,398 8,775,678 394,286 264,003 29,792 9,463,759 4,349,970 4,425,708 – 394,286 – 264,003 – 29,792 4,349,970 5,113,789 8,775,678 394,286 264,003 29,792 9,463,759 11,725,761 – – – 11,725,761 Consumer MNT’000 Mortgage MNT’000 Agricultural MNT’000 Business MNT’000 Total MNT’000 At 31 December 2012 (As restated) At 1 January 2012 Charge for the year Recoveries Foreign exchange difference At 31 December 2012 1,883,516 2,019,355 (102,196) 3,425 16,119 4,172 (5,047) (3) 274,320 7,638 (14,884) (46) – – – – 2,173,955 2,031,165 (122,127) 3,376 3,804,100 15,241 267,028 – 4,086,369 Individual impairment Collective impairment 2,236,426 1,567,674 3,804,100 – 15,241 15,241 – 267,028 267,028 – – – 2,236,426 1,849,943 4,086,369 – – – 4,694,872 Gross amount of loans, individually determined to be impaired, before deducting any individually assessed impairment allowance 68 www.statebank.mn 4,694,872 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 The fair value of the collateral that the Bank holds relating to loans individually determined to be impaired at 31 December 2013 amounts to MNT 30,118 million (2012: MNT 8,157 million). These values are estimated by management based on the latest available information. For a more detailed description, see ‘Collateral and other credit enhancement’ under Note 29.2. 16.FINANCIAL INVESTMENTS Available-for-sale: Quoted equities at fair value Unquoted equities at cost Government bonds 2013 2012 MNT’000 MNT’000 (As restated) 27,600 515,411 50,175,187 50,718,198 Held-to-maturity: BoM treasury bills Government bonds – 242,128 – 242,128 209,565,656 94,713,091 36,016,169 13,218,073 304,278,747 49,234,242 Unquoted equities represent investment made in unquoted companies. Investments in unquoted equities are recorded at cost as the fair value cannot be measured reliably. The variability in the range of reasonable fair value estimates derived from valuation techniques is expected to be significant. There is no market for these investments and the Bank does not intend to dispose of these investments in the foreseeable future. BoM treasury bills (“BoM bills”) are short term investments acquired at a discount. Government bonds are interest bearing long term bonds acquired either at a discount or premium. 17. OTHER ASSETS 2013 MNT’000 Due from Savings Bank receivership Promissory note Consumables and other office supplies Prepaid expenses Foreclosed properties Others Less: Allowance for impairment losses on other receivables Allowance for impairment losses on foreclosed properties Impairment allowance on other assets At 1 January Charge for the year (Note 9) Foreign exchange difference At 31 December Impairment allowance on foreclosed properties At 1 January Charge for the year (Note 10) Reversal ( Note 8) At 31 December 2012 MNT’000 (As restated) 11,953,154 7,244,958 1,304,893 1,203,153 – 2,151,788 23,857,946 (400,008) – – – 147,524 188,773 3,937,657 507,773 4,781,727 (9,592) (2,545,557) 23,457,938 2,226,578 9,592 390,465 (49) 400,008 1,418 8,146 28 9,592 2,545,557 – (2,545,557) – – 2,545,557 – 2,545,557 69 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 18.PROPERTY AND EQUIPMENT MNT’000 Office Computer furniture and hardware equipment MNT’000 MNT’000 MNT’000 MNT’000 MNT’000 10,532,116 2,008,170 2,133,231 1,194,194 – 15,867,711 511,178 Land and buildings Motor Constructionvehicles in-progress Total At 31 December 2013 At cost At 1 January 2013 Additions 309,066 1,087,622 6,161 1,304,994 3,219,021 Write-off Disposals Acquisition of Savings Bank Revaluations Reclassification – – (201,704) – (17,097) – – (16,828) – – (218,801) (16,828) 20,474,850 9,735,734 9,807,368 4,048,963 4,096,059 48,162,974 14,029,848 690,195 – (38,253) – 38,253 – – – (690,195) 14,029,848 – At 31 December 2013 46,238,187 11,813,013 13,049,377 5,232,490 4,710,858 81,043,925 1,444,922 1,611,224 1,191,199 443,350 – 4,690,695 830,494 1,430,928 610,168 284,682 – 3,156,272 – – (201,704) – (17,097) – – (15,940) – – (218,801) (15,940) 1,118,758 6,174,931 3,373,669 879,231 – 11,546,589 Accumulated depreciation At 1 January 2013 Charge for the year (Note 10) Write-off Disposals Acquisition of Savings Bank Revaluations 1,913,207 – – – – 1,913,207 – (6,375) 6,375 – – – At 31 December 2013 5,307,381 9,009,004 5,164,314 1,591,323 – 21,072,022 Net carrying amount 40,930,806 2,804,009 7,885,063 3,641,167 4,710,858 59,971,903 Motor Constructionvehicles in-progress Total Reclassification Land and buildings Office Computer furniture and hardware equipment MNT’000 MNT’000 MNT’000 MNT’000 MNT’000 MNT’000 At cost At 1 January 2012 Additions Write-off At 31 December 2012 10,508,780 23,336 – 10,532,116 1,796,248 279,960 (68,038) 2,008,170 2,116,359 16,872 2,133,231 761,898 432,296 – 1,194,194 – – – – 15,183,285 752,464 (68,038) 15,867,711 Accumulated depreciation At 1 January 2012 Charge for the year (Note 10) Write-off At 31 December 2012 1,181,674 263,248 1,461,907 217,355 1,005,213 185,986 361,559 81,791 – – 4,010,353 748,380 – 1,444,922 (68,038) 1,611,224 – 1,191,199 – 443,350 – – (68,038) 4,690,695 Net carrying amount 9,087,194 396,946 942,032 750,844 – 11,177,016 At 31 December 2012 (As restated) 70 www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Included within land and buildings are buildings that are carried at fair value. Had these buildings been recognised under the cost model as at 31 December 2013, the carrying amount of the land and buildings would have been MNT 28,814 million (2012: MNT 9,087 million). As at 31 December 2013 the Bank had contractual commitments to acquire property and equipment of MNT 667 million (2012: 114 million) (Refer to Note 28). 19. INTANGIBLE ASSETS Computer software Software licenses Total MNT’000 MNT’000 MNT’000 1,469,126 245,750 1,714,876 257,964 81,289 339,253 At 31 December 2013 At cost At 1 January 2013 Additions Acquisition of Savings Bank 1,615,330 237,747 1,853,077 At 31 December 2013 3,342,420 564,786 3,907,206 359,667 369,840 803,218 104,246 50,969 96,627 463,913 420,809 899,845 At 31 December 2013 1,532,725 251,842 1,784,567 Net carrying amount 1,809,695 312,944 2,122,639 Computer software Software licenses Total MNT’000 MNT’000 MNT’000 1,063,084 142,856 1,205,940 406,042 102,894 508,936 1,469,126 245,750 1,714,876 At 1 January 2012 167,318 69,122 236,440 Charge for the year (Note 10) 192,349 35,124 227,473 At 31 December 2012 359,667 104,246 463,913 Net carrying amount 1,109,459 141,504 1,250,963 Amortisation At 1 January 2013 Charge for the year (Note 10) Acquisition of Savings Bank At 31 December 2012 At cost At 1 January 2012 Additions At 31 December 2012 Amortisation 71 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 20.DEFERRED TAX ASSET - NET 2013 2012 MNT’000 (As restated) MNT’000 At 1 January Recognised in statement of comprehensive income (Note 11) At 31 December 114,881 360,729 475,610 – 114,881 114,881 Deferred tax liability Deferred tax asset Net deferred asset MNT’000 MNT’000 MNT’000 (172,351) – (172,351) Loans and advances to customers - Deferral of loan origination fees – 434,275 434,275 Loss carried forward - Loss carried forward – 213,686 213,686 (172,351) 647,961 475,610 Deferred tax liability Deferred tax asset Net deferred asset MNT’000 MNT’000 MNT’000 (4,663) – (4,663) – (4,663) 119,544 119,544 119,544 114,881 As at 31 December 2013 Loans and advances to customers - Interest income on impaired loans As at 31 December 2012 Loans and advances to customers - Interest income on impaired loans Loans and advances to customers - Deferral of loan origination fees 21.DUE TO BANKS 2013 MNT’000 Deposits from other banks and financial institutions 22. 2012 MNT’000 (As restated) 144,149,939 17,051,626 2013 2012 MNT’000 MNT’000 REPURCHASE AGREEMENTS Repurchase agreements 118,138,297 - The Bank sold BoM bills with an agreement to repurchase them in the future. The repurchase agreement duration was 2 days. The fair value of the bills approximates its carrying amount at 31 December 2013. 72 www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 23.DUE TO CUSTOMERS 2013 MNT’000 Government deposits - Current accounts - Demand deposits - Time deposits - Bank guarantee fund Private sector deposits - Current accounts - Demand deposits - Time deposits - Bank guarantee fund Individual deposits - Current accounts - Demand deposits - Time deposits - Bank guarantee fund 24. 2012 MNT’000 (As restated) 172,570,403 21,636 56,736,823 1,012 26,859,394 116,215 1,610,150 – 106,403,588 1,019,301 38,014,314 2,890,353 69,869,532 553,690 15,814,148 1,319,961 71,019,518 154,434,655 430,818,253 226,619 1,034,156,475 5,713,314 22,229,412 49,699,704 106,315 193,891,835 BORROWED FUNDS 2013 MNT’000 Deposit Insurance Corporation Fund 2012 MNT’000 (As restated) 36,965,327 – Borrowed funds from foreign financial institutions Export Import Bank of China Russian Agricultural Bank 253,798 427,712 28,470,369 – 28,724,167 427,712 Borrowed funds from government organisations Bank of Mongolia Ministry of Finance Ministry of Finance - Asian Development Bank Ministry of Finance - Micro-finance Development Fund Labor Service Center/Center for Employment Service SME Development Fund Ministry of Finance/Japan Bank for International Cooperation HFC LLC/OSSK LLC/Mortgage Financing Corporation Mercy Corps Market and Pasture Management Development Project MMC LLC/Mongolian Ipotek Corporation Total borrowed funds 131,594,226 – 82,912,655 51,135,178 684,808 770,538 543,803 1,260,000 3,429,713 23,592,953 – 14,524,232 2,831,957 2,997,845 6,428,622 14,452 – – 625,000 285,930 – 1,503,680 252,944,119 72,191,473 318,633,613 72,619,185 73 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Borrowings are all unsecured. Most of the borrowing agreements require compliance with certain debt covenants, which can be grouped into the following categories: capital related ratios (such as risk weighted capital adequacy ratio, ratio between tier 1 capital and total capital); financial risks related ratios (such as aggregate foreign currency open position, single currency foreign exchange risk ratio, liquidity ratio); credit related ratios (such as single largest borrowers to the equity ratio, related party lending ratio and aggregate large exposures ratio); other ratios (non-current assets to total assets, non-performing loans to total loan ratio, etc.). In the case of non-compliance with covenants eg., if the Bank defaults, the borrowing becomes immediately payable on demand. For this reason, the Bank monitors its compliance with BoM prudential ratios and other debt covenants on a monthly basis through the Planning and Analysis Department. The Financial Department prepares the Bank’s performance results against ratio requirements and presents the result to the Asset and Liability Committee (ALCO). As of 31 December 2013 and 2012, the Bank has complied with all covenants. 25. OTHER LIABILITIES 2013 2012 MNT’000 MNT’000 (As restated) Payables and accrued expenses 1,933,641 1,414,455 Delay on clearing settlement 2,533,991 442,897 35,770 – 4,503,402 1,857,352 Others 26. SHARE CAPITAL, OTHER RESERVES AND DIVIDENDS Share Capital Number of shares authorized, issued and fully paid of MNT 1,000,000 each 2013 At 31 December 113,000 2012 28,000 Amount 2013 2012 MNT’000 MNT’000 113,000,000 28,000,000 On 28 August 2013, through the approval of the Board of Directors, the Bank issued an additional 85 thousand shares at par value to Deposit Insurance Corporation, for cash of MNT 85,000 million. 74 www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Other reserves At 31 December 2013 Social development fund MNT’000 Asset revaluation reserve MNT’000 Reserves MNT’000 Total other reserves MNT’000 At 1 January 417,552 693,669 Recovery 540,000 – – 540,000 – – 12,116,641 12,116,641 (720) – – (720) 956,832 693,669 12,116,641 13,767,142 217,041 – – 217,041 Revaluation surplus Distributions At 31 December 2013 – 1,111,221 At 31 December 2012 At 1 January Appropriations Distributions At 31 December 2012 739,791 693,669 – 1,433,460 (539,280) – – (539,280) 417,552 693,669 – 1,111,221 Dividends The Bank has declared and paid dividends during 2013 and 2012 amounting to MNT 833 million and MNT 2,437 million, respectively. 27. ADDITIONAL CASH FLOW INFORMATION 2013 2012 MNT’000 MNT’000 (As restated) Cash and balances with BoM Due from banks BoM treasury bills 331,931,951 36,487,848 209,565,656 57,619,243 10,927,370 36,016,169 Government bonds 144,888,278 13,218,073 722,873,733 117,780,855 (123,244,464) (24,311,440) (12,364,963) (1,442,100) – (14,091,208) (114,123,755) (13,218,073) 473,140,551 64,718,034 Less: Minimum reserve with Bank ofMongolia not available to finance the Bank’s day to day operations (refer Note 12) Less: Placement with other banks with original maturities of more than three months Less: BoM bills with original maturities of more than three months Less: Government bonds with original maturities of more than three months Total cash and cash equivalents 75 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 28.CONTINGENT LIABILITIES AND COMMITMENTS To meet the financial needs of customers, the Bank enters into various irrevocable commitments and contingent liabilities. Even though these obligations may not be recognised on the statement of financial position, they do contain credit risk and are therefore part of the overall risk of the Bank (see Note 29.2). 2013 2012 MNT’000 MNT’000 Contingent liabilities Uncovered performance guarantee Commitments Undrawn commitments to lend Property and equipment Total 785,066 – 785,066 – 16,392,428 5,423,052 667,350 114,277 17,059,778 5,537,329 17,844,844 5,537,329 Contingent liabilities Guarantees commit the Bank to make payments on behalf of customers in the event of a specific act, generally related to tender and bid auction. They generally carry the same risk as loans even though they are of a contingent nature. No material losses are anticipated as a result of these transactions. Commitments Commitments to extend credit represent contractual commitments to make loans and revolving credit. Commitments have fixed expiry dates or other termination clauses. Since commitments may expire without being drawn upon and require the customer to meet specific requirements, the total contract amounts do not necessarily represent future cash requirements. Legal claims Litigation is a common undertaken. The Bank professional advice has makes adjustments to financial standing. 76 occurrence in the Banking industry due to the nature of the business has formal controls and policies for managing legal claims. Once been obtained and the amount of loss reasonably estimated, the Bank account for any adverse effects which the claims may have on its Operating lease commitments – Bank as lessee The Bank as lessee has entered into operating leases of various buildings under cancellable operating lease agreements. The Bank is required to give a month’s notice for the termination of those agreements. The leases have no renewal option, purchase option or escalation clauses included in the agreements. There are no restrictions placed upon the Bank by entering these leases. www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 29. RISK MANAGEMENT 29.1 Introduction The main risks inherent in the Bank’s operations are credit risk, liquidity risk, interest rate risk, foreign exchange risk and operational risk, all of which are controlled by the Bank’s Risk Management Division, an independent unit reporting directly to the Chief Executive Officer. The primary goal of risk management is to allocate capital to business segments commensurate with their risk/reward profiles and to maximize the Bank’s risk-adjusted return on capital through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. This process of risk management is critical to the Bank’s continuing profitability and each individual within the Bank is accountable for the risk exposures relating to his or her responsibilities. The independent risk control process does not include business risks such as changes in the environment, technology and industry. They are monitored through the Bank’s strategic planning process. The Bank has a clearly defined risk management framework which is not designed to eliminate the risk but to optimize the risk and return trade off. The risk management framework in place is to ensure that: (i) Individuals who manage the risks clearly understand the requirement and measurement system; (ii) The Bank’s risk exposure is within the limits established by the Board of Directors (“BOD”); (iii) The risk measured is in line with the business strategy as approved by the BOD; (iv) The capital allocation is consistent with the risk of exposures; and (v) The Bank’s performance objectives are aligned with the risk appetite and tolerance. Risk management structure The Board of Directors is responsible for the overall risk management approach and for approving the risk policy and credit policy which specify risk appetite and tolerances. Board Risk Management Committee (“BRMC”) The Board Risk Management Committee assists the Board of Directors in monitoring and controlling the risk exposures of the Bank. The BRMC sets the comprehensive risk management approach and approves the risk strategies and principles that establish the objectives guiding all the Bank’s activities and implement the necessary policies and procedures. Risk Management Committee (“RMC”) RMC is responsible for anticipating and managing new and ongoing financial risk across business departments and maintaining appropriate limits on risk taking, adequate systems and standards for measuring operational risk, credit risk and performance, comprehensive risk reporting and management review process. Two levels of risk management committees operate at the bank: the central RMC and the branch level risk management committees. Internal Audit Risk management processes throughout the Bank are audited annually by the internal audit function, which examines both the adequacy of the procedures and the Bank’s compliance with the procedures. Internal audit discusses the results of all assessments with management, and reports its findings and recommendations to the BOD and BRMC. 77 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Asset and Liability Committee (“ALCO”) ALCO has the overall responsibility for the development of the risk strategy, making recommendation to the BOD and BRMC. Once approved, ALCO implements the principles, frameworks, policies and limits relating to interest rate, liquidity and market risks. Credit Committees It is the credit decision making body of the Bank and operates within clearly defined parameters authorised by an internal policy. The committees have the following main functions: Review of the quality, composition and risk profile of the entire credit portfolio on an ongoing basis; Approval of limits of credit exposures to each sectors and geographical regions; Approval of credit procedures; Approval of credit classification and provisioning; Approval of credit applications. Risk Management Division (“RMD”) The RMD is responsible for ensuring the management and implementation of the Bank’s risk policy in all level through its three departments with specific responsibilities defined below: Operational Risk Management Department The operational risk management department is responsible for implementing and maintaining risk related policies and procedures to ensure an independent control processes. The department is responsible for monitoring compliance with operational risk principles, identifying, measuring operational risk exposures and ensuring that contingent commitments are within risk management and reporting system. Special Assets Department Main function of special asset department is to compensate the bank’s non-performing assets and save Bank’s capital. Credit Risk Management Department The main responsibilities of credit risk management department are as follows: (i) To conduct credit risk analysis and research; (ii) To perform independent risk assessments for credit applications to determine the degree of credit risk involved; (iii) To monitor loan portfolio and make recommendations to diversify loan portfolio by sectors and geographical regions; (iv) Mitigate risk exposures of the Bank’s loan portfolio using various tools. 78 Risk measurement and reporting system The Bank’s risks are measured using a method which reflects both the expected loss likely to arise in normal circumstances and unexpected losses, which are an estimate of the ultimate actual loss based on statistical models. The models make use of probabilities derived from historical experience, adjusted to reflect the economic environment. www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Monitoring and controlling risks are primarily performed based on limits established by the Bank. These limits reflect the business strategy and market environment of the Bank as well as the level of risk that the Bank is willing to accept, with additional emphasis on selected industries. In addition, the Bank monitors and measures the overall risk bearing capacity in relation to the aggregate risk exposure across all risk types and activities. Information compiled from all the businesses is examined and processed in order to analyse, control and identify early risks. This information is presented and explained to the BOD, ALCO, Risk Management and Credit Committees, and the head of each business division. The reports include the aggregate credit exposure, credit metric forecasts, VaR, liquidity ratios and risk profile changes. Both ALCO and Risk Management Committee receive a comprehensive risk report every quarter which is designed to provide all the necessary information to assess and conclude on the risk exposure of the Bank. Bi-weekly briefing is presented to the ALCO on the utilisation of market limits, analysis of VaR and liquidity, and any other risk developments. Risk mitigation As part of its overall risk management, the Bank uses VaR and basis sensitivity analysis to measure and analyze exposures resulting from changes in interest rates, foreign currencies, credit risks, and exposures arising from forecast transactions. The Bank actively utilizes collaterals and personal guarantees to reduce its credit risks. Excessive Risk Concentration Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographic region or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Bank’s performance to developments affecting a particular industry or geographical location. In order to avoid excessive concentrations of risk, the Bank’s policies and procedures include specific guidelines to focus on maintaining a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly. At the individual basis, Bank of Mongolia sets the standards of limitation as follows: (i) The maximum amount of the overall credit exposures issued and other credit-equivalent assets to an individual creditor and his/her related persons shall not exceed 20% of the capital of the Bank. (ii) The maximum amount of the credit exposures issued and other credit-equivalent assets shall not exceed 5% of the capital for one related person to the Bank, and the aggregation of overall lending to the related persons shall not exceed 20% of the capital of the Bank. The Bank’s policy requires it to maintain sufficient liquidity corresponding to the level of deposit concentration. 29.2Credit risk Credit risk is the risk that the Bank could incur a loss because its customers, clients or counterparties fail to fulfill their contractual obligations. The Bank manages and controls credit risk by carefully screening credit applications, setting interest rate adjusted for risk level, and setting limits on credit exposures for individual counterparties, geographical area, and industry, and monitoring exposures in relation to such limits. The Bank has established a credit quality review process to provide early identification of possible changes in the creditworthiness of counterparties, including regular collateral revisions. The credit quality review process allows the Bank to identify potential losses and take early corrective actions. 79 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 The Bank regularly examines and improves credit policies and procedures to keep its lending activities in line with the best practice. Credit-related Commitments Risks The Bank makes available to its customers, guarantees and standby letters of credit, which may require the Bank to make payments on their behalf. Such payments, if made, are collected from customers based on the terms of the particular letters of guarantee. These commitments expose the Bank to similar risks as loans; therefore the related risks are managed by the same procedures and policies. Maximum exposure to credit risk without taking account of any collateral and other credit enhancements The table below shows the maximum exposure to credit risk for the components of the statement of financial position. The maximum exposure is shown gross, before the effect of mitigation through the use of collateral agreements. Gross maximum exposure 2013 MNT’000 Gross maximum exposure 2012 MNT’000 Cash and balances with BoM (excluding cash on hand) 278,714,470 52,482,377 36,487,848 10,927,370 556,031 50,422 951,647,061 185,045,326 50,718,198 242,128 304,278,747 49,234,242 21,129,865 354,792 1,643,532,220 298,336,657 Commitments 785,066 17,059,778 – 5,537,329 Total 17,844,844 5,537,329 1,661,377,064 303,873,986 Due from banks Derivative financial instruments Loans and advances to customers Financial investments – available-for-sale Financial investments – held-to-maturity Other assets Total Contingent liabilities Total credit risk exposure Where financial instruments are recorded at fair value the amounts shown above represent the current credit risk exposure but not the maximum risk exposure that could arise in the future as a result of changes in values 80 Analysis of risk concentration The distribution of financial assets by industry sector of the Bank, before taking into account collateral held or other credit enhancements (maximum exposure) follows (amounts in thousands): www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 2013 Loans and advances Agriculture Construction Consumers Education Electricity and oil Financial services Healthcare International organisations Manufacturing Mining and exploration Public service Real estate Social services Tourism Transportation and communications Wholesale and retail Others * ** *** Loans and Financial advances to investments* banks** Others*** Total 55,445,178 46,348,462 744,929,398 3,483,928 8,512,099 7,575,015 3,810,903 441 24,079,122 2,641,403 2,356,018 10,174,596 53,790 3,893,929 – – – – – 354,996,945 – – – – – – – – – – – – – 315,202,318 – – – – – – – – – – – – – 21,685,896 – – – – – – – – 55,445,178 46,348,462 744,929,398 3,483,928 8,512,099 699,460,174 3,810,903 441 24,079,122 2,641,403 2,356,018 10,174,596 53,790 3,893,929 13,175,756 – – – 13,175,756 22,384,534 2,782,489 951,647,061 – – 354,996,945 – – 315,202,318 – 22,384,534 – 2,782,489 21,685,896 1,643,532,220 Consists of held-to-maturity investments and available-for-sale investments Consists of cash at BoM and due from banks Consists of derivative and other receivables (included as part of ‘Other assets’) 2012 Agriculture Construction Consumers Education Electricity and oil Financial services Healthcare International organisations Manufacturing Mining and exploration Public service Real estate Social services Tourism Transportation and communications Wholesale and retail Others * ** *** Loans and advances Financial investments* Loans and advances to banks** 5,892,932 22,182,496 105,864,914 1,355,737 2,964,393 636,966 2,362,252 936 10,826,387 6,692,284 627,313 7,266,854 596,187 152,410 – – – – – 49,476,370 – – – – – – – – – – – – – 63,409,747 – – – – – – – – 1,534,172 – – – 1,534,172 15,864,359 224,734 – – – – – – 15,864,359 224,734 185,045,326 49,476,370 63,409,747 405,214 Others*** Total – 5,892,932 – 22,182,496 – 105,864,914 – 1,355,737 – 2,964,393 405,214 113,928,297 – 2,362,252 – 936 – 10,826,387 – 6,692,284 – 627,313 – 7,266,854 – 596,187 – 152,410 298,336,657 Consists of held-to-maturity investments and available-for-sale investments Consists of cash at BoM and due from banks Consists of derivative and other receivables (included as part of ‘Other assets’) For details of the composition of the loans and advances to customers portfolio, refer to Note 15. 81 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Collateral and other credit enhancements The amount and type of collateral required depends on the assessment of the credit risk of the borrower or counterparty and the type of loan granted. The main types of collateral obtained are as follows: (i) corporate lending: charges over real-estate properties, inventories, plants and equipment, machineries and vehicles; (ii) small business lending: charges over real estate properties and inventories; (iii) consumer lending: charges over automobiles and assignment of income; and charges over real estate properties; (iv) residential mortgages: mortgages over residential properties. The Bank also obtains guarantees from parent companies for loans to their subsidiaries and personal guarantees from the main shareholders for the limited liability entities but the potential benefits are not included in the above. The Bank regularly monitors the market value of collateral and requests additional collateral when necessary in accordance with the underlying agreement. It is the Bank’s policy to dispose of repossessed properties in an orderly fashion. The proceeds are used to reduce or repay the outstanding claim. The Bank does not occupy repossessed properties for business use. Credit quality per class of financial assets The credit quality of financial assets is managed by the Bank using internal credit ratings. The table below shows the credit quality by class of asset based on the Bank’s credit rating system. The credit quality of loans and advances to customers is managed by the Bank using internal credit rating. The following table shows the description of credit risk grading system of the Bank: Credit Rating Grade Description AExcellent BGood CSatisfactory DSubstandard 82 It is the Bank’s policy to maintain accurate and consistent risk grades across the credit portfolio. This facilitates the management of the applicable risks and the comparison of credit exposures across all lines of loan products. The grading system is supported by a variety of financial and statistical analytics, combined with processed portfolio and market information to provide the main inputs for the measurement of counterparty risk. All risk grades are tailored to the various loans exposures and are derived in accordance with the Bank’s grading policy across all risk groupings reflecting varying degrees of risk of default and the availability of collateral or other credit risk mitigation. www.statebank.mn 83 ANNUAL REPORT 2013 15 Loans and advances to customers Business loans Consumer loans Mortgage loans Agriculture loans 17 16 Financial investments – Quoted available-for-sale equities at fair value Unquoted available-for-sale equities at cost Government bonds Held-to-maturity treasury bills Other assets Total 6,657,266 556,031 13 14 Due from banks Derivative financial instruments 2,413,445 1,626,250,873 192,504,091 493,601,934 195,039,629 49,064,992 930,210,646 27,600 – 144,888,278 209,565,656 354,481,534 331,931,951 12 Notes Excellent MNT’000 – 8,229,805 5,937,294 663,586 593,002 48,034 7,241,916 – – – – – 987,889 – – Good MNT’000 – – – – – – – – – 187,027 77,938 82,658 26,431 – 187,027 Satisfactory MNT’000 Neither Past Due nor Impaired 12,026,587 41,116,427 9,236 55,539 182,372 – 247,147 – – – – – 28,842,693 – – Substandard MNT’000 2013 – – – – 515,411 – – – – – – 515,411 – – 515,411 Not rated MNT’000 211,676,315 494,885,443 195,959,265 49,126,038 951,647,061 27,600 515,411 144,888,278 209,565,656 354,996,945 36,487,848 556,031 331,931,951 Total MNT’000 6,689,833 21,129,865 20,450,158 1,696,749,701 13,147,756 481,726 117,831 13,012 13,760,325 – – – – – – – – individually impaired MNT’000 Past due or The table below shows that credit quality by class of asset for all financial assets exposed to credit risk, based on the Bank’s internal credit rating system. The amounts presented are gross of impairment allowances. Cash and balances with BoM STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 84 www.statebank.mn 17 Other assets Total 15 Loans and advances to customers Business loans Consumer loans Mortgage loans 280,065,672 2,711,616 – 66 170,703,584 345,200 – 66 – 69,256,377 7,984,013 93,463,194 49,234,242 – – – 16 Financial investments – Unquoted available-for-sale equities Government bonds Held-to-maturity treasury bills – 13,218,073 36,016,169 50,422 14 Derivative financial instruments 2,711,550 – 2,112,981 13 Due from banks – MNT’000 Good – 57,619,243 12 MNT’000 Cash and balances with BoM Notes Excellent – – – – – – – 5,559 – 5,559 5,559 – – MNT’000 Satisfactory Neither Past Due nor Impaired STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 – – 6,115,174 – 12,335 11,739 – 596 – – – – 6,102,839 MNT’000 Substandard 2012 242,128 – – – – – 242,128 – – 242,128 – – – MNT’000 Not rated 14,333,374 9,592 14,323,782 13,690,193 285,219 348,370 – – – – – – – individually impaired MNT’000 Past due or 303,473,523 354,792 185,045,326 82,963,868 8,269,298 93,812,160 49,476,370 13,218,073 36,016,169 242,128 50,422 10,927,370 57,619,243 MNT’000 Total STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Past due loans and advances to customers include those that are only past due by a few days. An analysis of past due but not impaired loans, by age, is provided below. Aging analysis of past due but not impaired loans by class of financial assets 2013 Less than More than 31 to 61 to 90 days 30 days 60 days MNT’000 MNT’000 MNT’000 Business loans Mortgage loans Consumer loans Agricultural loans Total More than 91 days MNT’000 Total MNT’000 819,543 68,351 102,986 108,989 26,976 – 203,670 21,192 – 289,793 365,207 14,845 1,421,995 481,726 117,831 4,400 7,486 1,126 – 13,012 995,280 143,451 225,988 669,845 2,034,564 More than 91 days MNT’000 Total MNT’000 2012 Less than More than 31 to 61 to 90 days 30 days 60 days MNT’000 MNT’000 MNT’000 Business loans Mortgage loans Consumer loans Total 8,364,920 373,600 35,217 221,584 8,995,321 76,074 321,496 – – 202,383 3,063 6,762 23,811 285,219 348,370 8,762,490 373,600 240,663 252,157 9,628,910 Of the total aggregate amount of gross past due but not impaired loans and advances to customers, the fair value of collaterals that the Bank held as at 31 December 2013 was MNT 6,745 million (2012: MNT 24,411 million). Please refer to Note 15 for additional information with respect to allowance for impairment losses on loans and advances to customers. Carrying amount per class of financial assets whose terms have been renegotiated The table below shows the carrying amount for renegotiated financial assets, by class. 2013 MNT’000 Loans and advances to customers: Business loans Mortgage loans Consumer loans Agricultural loans 6,715,208 3,565,984 4,427,215 27,693 14,736,100 2012 MNT’000 3,780,000 50,000 61,938 – 3,891,938 Impairment assessment The main considerations for the loan impairment assessment include whether any payments of principal or interest are overdue by more than 90 days or there are any known difficulties in the cash flows of counterparties, credit rating downgrades, or infringement of the original terms of the contract. The Bank addresses impairment assessment in two areas: individually assessed allowances and collectively assessed allowances. Individually assessed allowances The Bank determines the allowances appropriate for each individually significant loan or advance on an individual basis. Items considered when determining allowance amounts include the sustainability of the counterparty’s business plan, its ability to improve performance once a financial difficulty has arisen, projected receipts and the expected dividend payout should 85 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 bankruptcy ensue, the availability of the other financial support and the realizable value of collateral, and the timing of the expected cash flows. The impairment losses are evaluated at each reporting date, unless unforeseen circumstances require more careful attention. Collectively assessed allowances Allowances are assessed collectively for losses on loans and advances that are not individually significant and for individually significant loans and advances where there is not yet objective evidence of individual impairment. Allowances are evaluated annually with each portfolio receiving a separate review by the management. The collective assessment takes account of impairment that is likely to be present in the portfolio even though there is not yet objective evidence of impairment in an individual assessment. Impairment losses are estimated by taking into consideration of the following information: historical losses on the portfolio, current economic conditions, the approximate delay between the time a loss is likely to have been incurred and the time it will be identified as requiring an individually assessed impairment allowance, and expected receipts and recoveries once impaired. Financial guarantees and letters of credit are assessed and provisions are made in a similar manner as for loans and advances. 29.3 Liquidity risk Liquidity risk is the risk that the Bank will be unable to meet its payment obligations when they fall due under normal and stressed circumstances. To limit this risk, management has arranged diversified funding sources in addition to its core deposit base, manages assets with liquidity in mind, and monitors future cash flows and liquidity on a daily basis. This incorporates an assessment of expected cash flows and the availability of high grade collateral which could be used to secure additional funding if required. The Bank always holds sufficient amount of liquid assets which is much higher than the level required by the BoM. In addition, the Bank complies with the reserve requirement of 12 percent of customer deposits based on average period of two weeks. Analysis of financial liabilities by remaining contractual maturities 86 The table below summarizes the maturity profile of the Bank’s financial liabilities at 31 December 2013 and 31 December 2012 based on contractual undiscounted repayment obligations. However, the Bank expects that many customers will not request repayment on the earliest date the Bank could be required to pay and the table does not reflect the expected cash flows indicated by the Bank’s deposit retention history. www.statebank.mn 87 ANNUAL REPORT 2013 1,857,352 Other liabilities 135,961,018 179,735 125,286,164 – – – – 12,974,619 16,375,651 33,788,79029,350,270 – 728,376 24,588,671 54,164 8,417,579 3 to 6 months MNT’000 On demand Less than MNT’000 3months MNT’000 8,637,767 219,023,178 475,478,869 530,188,906 3,794,362 – – 156,661,170 58,567,646 – 126,645,373 118,138,297 510,316 178,827,664 51,357,219 – 3 to 6 months MNT’000 14,581,744 – – 504,389,697 6,714,063 4,503,402 Borrowed funds Due to customers Derivative financial instruments Due to banks Due to banks Repurchase agreements Derivative financial instruments Due to customers Borrowed funds Other liabilities On demand Less than MNT’000 3months MNT’000 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 6 months to 1 year MNT’000 – – 6 months to 1 year MNT’000 22,439,897 – 687 22,439,210 2012 157,356,053 – – – 153,725,004 3,631,049 – 2013 – 86,921,013 748,450 – – Over 5 years MNT’000 179,674,709 – – – 42,745,185 136,929,524 – Over 5 years MNT’000 11,178,64387,669,463 – 5,532,419 5,646,224 – – 1 to 5 years MNT’000 123,897,419 – – – 39,289,089 84,608,330 – 1 to 5 years MNT’000 320,388,081 1,857,352 106,336,849 195,084,370 54,164 17,055,346 Total MNT’000 1,685,619,134 145,021,479 118,138,297 510,316 1,075,637,809 341,807,831 4,503,402 Total MNT’000 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 29.4 Market risk Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rates or foreign exchange rates. The Bank manages and monitors this risk element using VaR and sensitivity analyses. Except for the concentrations within foreign currencies, the Bank has no significant concentration of market risk. Interest rate risk Interest rate risk arises from the possibility that changes in interest rates will affect bank’s profitability, future cash flows or the fair values of financial instruments. The Bank’s lending, funding and investment activities give rise to interest rate risk. The immediate impact of variation in interest rate is on Bank’s net interest income, while a long term impact is on the Bank’s net worth since the economic value of the Bank’s assets, liabilities and off-balance sheet exposures will be affected. The management has established limits on the interest rate gaps for stipulated periods. Positions are monitored on a daily basis and hedging strategies are used to ensure positions are maintained with the established limits. The following table demonstrates the sensitivity to a reasonable possible change in interest rates, with all other variables held constant, of the Bank’s profit or loss. The sensitivity of the profit or loss is the effect of the assumed changes in interest rates on the net interest income for one year, based on the floating rate financial assets and financial liabilities held at 31 December 2013 and 31 December 2012. Change in Currency basis points Sensitivity of net interest income 2013 2012 MNT’000 MNT’000 EUR USD MNT +120 +120 +120 (4,297) (154,086) (2,933,162) (636) (159,244) (292,851) EUR USD MNT –120 –120 –120 4,297 154,086 2,933,162 636 159,244 292,851 Currency risk 88 Currency risk is the possibility of financial loss to the Bank arising from adverse movements in foreign exchange rates. The Bank’s management sets limits on the level of exposure by currencies, which are monitored on a frequent basis. Apart from using foreign exchange exposure mismatch, the Bank applies Value-at-Risk (“VaR”) simulation model to manage and measure foreign exchange risk since June 2011. VaR is a method used in measuring financial risk by estimating the potential negative change in the market value of a portfolio at a given confidence level and over specified time horizon. Objectives and limitations of the VaR Methodology The VaR model is designed to measure market risk in a normal market environment. The models assume that any changes occurring in the risk factors affecting the normal market environment will follow a normal distribution. The Bank uses two VaR methods which are the Monte Carlo Simulation and the Historical Simulation models to assess possible changes in the foreign currency portfolio based on historical data from the past one day. The Bank uses Variance/Covariance model to assess possible changes in foreign currency portfolio based on historical data from the past one day. The VaR methodology employed by the Bank uses a one-day period, using 99% confidence level, of the potential loss that is not expected to be exceeded if the current market risk positions were to be held unchanged for one day, and are determined by observing market data movements over a 250-day period. The use of a 99% www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 confidence level means that, within one day horizon, losses exceeding the VaR figure should occur, on average, not more than once every hundred days. The use of VaR has limitations because it is based on historical correlations and volatilities in market prices and assumes that future price movements will follow a statistical distribution. Due to the fact that VaR relies heavily on historical data to provide information and may not clearly predict the future changes and modifications of the risk factors, the probability of large market moves may be underestimated if changes in risk factors fail to align with the normal distribution assumption. VaR may also be under or over-estimated due to the assumptions placed on risk factors and the relationship between such factors for specific instruments. Even though positions may change throughout the day, the VaR only represents the risk of the portfolios at the close of each business day, and it does not account for any losses that may occur beyond the 99% confidence level. VaR limits have been established for all foreign currency open positions and exposures are reviewed daily against the limits by management. The estimated potential one-day losses on its foreign currency denominated financial instruments, as calculated in the VAR models are the following: Historical Simulation MNT’000 Monte Carlo Simulation MNT’000 2013 - 31 December 72,539 73,809 2013 - Average Daily 63,455 62,671 2013 – Highest 170,790 162,261 2013 – Lowest 1,789 1,786 2012 - 31 December 10,692 10,238 2012 - Average Daily 26,326 26,008 2012 – Highest 51,448 50,970 2012 – Lowest 6,533 6,589 The table below summarizes the Bank’s exposure to foreign exchange risk as 31 December 2013 and 31 December 2012. Included in the table are the Bank’s financial assets and liabilities at carrying amounts, categorized by currencies. Concentrations of financial assets and financial liabilities as at 31 December 2013 Assets Cash and balances with BoM Due from banks Derivative financial instruments Loans and advances to customers MNT USD Euro Others Total MNT’000 MNT’000 MNT’000 MNT’000 MNT’000 280,634,432 40,580,135 972,779 9,744,605 331,931,951 9,217,836 20,387,549 574,925 6,307,538 36,487,848 556,031 – – – 556,031 905,675,629 36,506,590 1,083 – 942,183,302 50,712,645 304,278,747 13,801,587 1,564,876,907 – – 6,912,570 104,386,844 5,553 – – 1,554,340 – – 15,700 16,067,843 50,718,198 304,278,747 20,729,857 1,686,885,934 Financial investments – available-for-sale – held-to-maturity Other assets 89 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Concentrations of financial assets and financial liabilities as at 31 December 2013 Liabilities Due to banks Repurchase agreements Derivative financial instruments Due to customers Borrowed funds Other liabilities MNT USD Euro Others Total MNT’000 MNT’000 MNT’00 MNT’000 MNT’000 143,994,110 155,669 92 68 144,149,939 118,138,297 – – – 118,138,297 413,243 – – – 413,243 960,634,292 288,475,026 4,136,013 1,515,790,981 65,386,197 30,158,587 133,695 95,834,148 2,366,993 – 25,602 2,392,687 5,768,993 – 208,092 5,977,153 1,034,156,475 318,633,613 4,503,402 1,619,994,969 49,085,926 8,552,696 (838,347) 10,090,690 66,890,965 USD Euro Others Total MNT’000 MNT’000 MNT’000 MNT’000 Net position Concentrations of financial assets and financial liabilities MNT MNT’000 as at 31 December 2012 Assets Cash and balances with BoM Due from banks Derivative financial instruments Loans and advances to customers Financial investments – available-for-sale – held-to-maturity Other assets Liabilities Due to banks Derivative financial instruments Due to customers Borrowed funds Other liabilities Net position 27,365,639 29,164,480 460,588 628,536 57,619,243 498,379 9,723,361 160,613 545,017 10,927,370 50,422 – – – 50,422 170,077,008 10,881,949 – – 180,958,957 242,128 49,234,242 342,032 247,820,850 – – 3,168 49,772,958 – – – 621,201 – – – 1,173,553 242,128 49,234,242 345,200 299,377,562 8,649,758 8,401,757 55 56 17,051,626 54,164 – – – 54,164 154,455,354 71,420,436 1,815,517 236,395,229 39,153,861 1,198,749 41,835 48,796,202 172,919 – – 172,974 109,701 – – 109,757 193,891,835 72,619,185 1,857,352 285,474,162 11,425,621 976,756 448,227 1,063,796 13,903,400 Prepayment risk Prepayment risk is the risk that the Bank will incur a financial loss because its customers and counterparties repay or request repayment earlier or later than expected. 90 The Bank uses the simplified approach to project the impact of varying levels of prepayment on its net interest income. www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 If 20% of repayable financial instruments were prepaid at the beginning of the year, with all other variables held constant, the profit before tax for the year would be reduced by MNT 16,193 million (2012: MNT 4,475 million). Operational risk Operational risk is the probability of loss arising from system failure, human errors, fraud or external events. When controls fail to perform, operational disabilities can cause damage to reputation, have legal or regulatory implications, and lead to financial loss. The Bank cannot eliminate all operational risk, but through a dual control framework, segregation of duties between front-office and back office functions, controlled access to systems, authorization and reconciliation procedures, staff education and assessment processes, including the use of internal audit, the Bank seeks to manage operational risk and reduce it. 30.FAIR VALUE DISCLOSURES Determination of fair value and fair value hierarchy Fair value is the amount at which a financial instrument or other asset could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation, and is best evidenced by an active quoted market price. Where quoted market prices are not available, the Bank used valuation techniques. The Bank uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data The following table shows an analysis of financial instruments and other assets recorded at fair value by level of the fair value hierarchy: At 31 December 2013 Financial assets Derivative financial instruments Level 1 Level 2 Level 3 Total MNT’000 MNT’000 MNT’000 MNT’000 – 556,031 – 556,031 27,600 – – 27,600 – – 515,411 515,411 Government bonds – 50,175,187 – 50,175,187 Revalued properties – – 40,930,806 40,930,806 27,600 50,731,218 41,446,217 92,205,035 Derivative financial instruments – 413,243 – 413,243 Total – 413,243 – 413,243 Financial investments – available-for-sale Quoted equities Unquoted equities Total Financial liability 91 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Level 1 Level 2 Level 3 Total MNT’000 MNT’000 MNT’000 MNT’000 At 31 December 2012 Financial assets Derivative financial instruments Financial investments – available-for-sale Unquoted equities Total Financial liability Derivative financial instruments Total – 50,422 – 50,422 – – – 50,422 242,128 242,128 242,128 292,550 – – 54,164 54,164 – – 54,164 54,164 Transfers between level 1, 2 and 3 There were no transfers between level 1, 2 and 3 of the fair value hierarchy for the assets and liabilities which are recorded at fair value. Impact on fair value of level 3 assets and liabilities measured at fair value of changes to key assumptions Unquoted available-for-sale equities The impact of the reasonably possible change in the fair value assumptions for level 3 financial instruments is not quantified as the investment is recorded at cost since the fair value cannot be reliably measured. Revaluation of properties Fair value of the buildings was determined by using market value approach. This means that valuations performed by the valuer are based on the estimated selling price of similar buildings in the market. The properties’ fair values are based on valuations performed by a consortium of companies who are all accredited independent valuers. Significant unobservable valuation input: Price per square metre (Central Office Building): MNT 3.85 million Price per square metre (Sukhbaatar District, branch): MNT 2.30 million Price per square metre (Darkhan City, branch): MNT 0.58 million Price per square metre (Erdenet City, branch): MNT 1.40 million Price per square metre (Rural area, branches): MNT 0.72 million (average) Significant increases (decreases) in estimated price per square metre for each type of building in isolation would result in a significantly higher (lower) fair value. Fair value of financial assets and liabilities not carried at fair value The following describes the methodologies and assumptions used to determine fair values for those financial instruments which are not already recorded at fair value in the financial statements: Assets for which fair value approximates carrying value For financial assets and financial liabilities that are liquid or having short term maturity (less 92 www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 than one year), it is assumed that the carrying amounts approximate to their fair value. This assumption is also applied to demand deposits, time deposits and variable rate financial instruments. Based on fair value assessments performed by the management, the estimated fair values of due from banks of more than one year approximate their carrying amounts as shown in the statement of financial position. This is due principally to the fact that the current market rates offered for similar deposit products do not differ significantly from market rates at inception. Fixed rate financial instruments The fair value of fixed rate financial assets and liabilities carried at amortised cost are estimated by comparing market interest rates when they were first recognised with current market rates offered for similar financial instruments available in Mongolia. Set out below is a comparison of the carrying amounts and fair values of the Bank’s financial instruments in the financial statements. This table does not include the fair values of nonfinancial assets and non-financial liabilities. As at 31 December 2013 Financial assets Cash and balances with BoM Due from banks Derivative financial instruments Carrying amount Fair value MNT’000 MNT’000 331,931,951 36,487,848 331,931,951 36,487,848 556,031 556,031 942,183,302 923,316,379 50,718,198 50,718,198 304,278,747 304,278,747 20,729,857 20,729,857 1,686,885,934 1,668,019,011 Due to banks 144,149,939 144,149,939 Repurchase agreements 118,138,297 118,138,297 413,243 413,243 1,034,156,475 1,034,156,475 318,633,613 307,748,631 4,503,402 4,503,402 1,619,994,969 1,609,109,987 Loans and advances to customers Financial investments – - available-for-sale - held-to-maturity Other assets Financial liabilities Derivative financial instruments Due to customers Borrowed funds Other liabilities 93 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 As at 31 December 2012 Carrying amount MNT’000 Fair value MNT’000 57,619,243 10,927,370 57,619,243 10,927,370 50,422 50,422 180,958,957 180,890,608 242,128 242,128 49,234,242 49,234,242 Financial assets Cash and balances with BoM Due from banks Derivative financial instruments Loans and advances to customers Financial investments – - available-for-sale - held-to-maturity Other assets 345,200 345,200 299,377,562 299,309,213 17,051,626 17,051,626 54,164 54,164 193,891,835 193,891,835 72,619,185 69,196,316 Financial liabilities Due to banks Derivative financial instruments Due to customers Borrowed funds Other liabilities 1,857,352 1,857,352 285,474,162 282,051,293 31. RELATED PARTY DISCLOSURES Transactions with key management personnel of the Bank The aggregate remuneration of directors and members of the Board of Directors during the year, paid by the Bank, was as follows: 2013 MNT’000 2012 MNT’000 Short-term benefits: Salaries 1,162,897 717,198 Contribution to social and health fund Bonus 34,714 216,265 1,413,876 28,505 129,496 875,199 Transactions with directors and key management 2013 MNT’000 Loans and advances to key management Deposits from key management 94 www.statebank.mn 1,392,741 54,198 2012 MNT’000 1,757,278 39,429 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Key management have banking relationships with the Bank which are entered into in the normal course of business and on substantially the same terms, including interest rates and security, as for comparable transactions with other persons of a similar standing or, where applicable, with other employees. These transactions did not involve more than the normal risk of repayment or present other unfavourable features. The loans and advances to key management were secured, bore interest rates from 6.0% to 21.6% (2012: 8.8% to 18.0%) per annum and are repayable within 2 to 15 years. The interest income received from such loans during the financial year amounted to MNT 28.76 million (2012: MNT 98.64 million). The deposits from the key management bore interest rates from 2.0% to 15.0% per annum. The interest expenses paid to the deposits from key management during the financial year amounted to MNT 9.11 million (2012: MNT 10.07 million). Transactions with shareholders The Bank enters into transactions with shareholders on an arm’s length basis. The principal transactions during 2013 and 2012 were as follows: 2013 MNT’000 Deposits Borrowed funds 731,881 121,106,593 2012 MNT’000 31,470 53,165,716 The deposits bore interest rates from 0.0% to 8.0% per annum. The interest expenses paid to the deposits during the financial year amounted to MNT 1,235.74 million (2012: MNT nil). The borrowed funds bore interest rates from 0.0% to 8.8% per annum. The interest expenses paid to such funds during the financial year amounted to MNT 2,315.68 million (2012: MNT 739.08 million). Transactions with Bank of Mongolia Current account with BoM Derivative assets Derivative liabilities 2013 2012 MNT’000 MNT’000 278,714,470 52,482,377 193,355 – 413,243 54,164 BoM treasury bills 209,565,656 36,016,169 Repurchase agreements 118,138,297 131,594,226 – Borrowed funds – Other assets 58,531 – Other liabilities 35,770 – The interest income and expense recognized in the transactions with Bank of Mongolia during the financial year amounted to MNT 8,982.04 million and MNT 4,874.21 million, respectively (2012: MNT 5,439.17 million and MNT 63.43 million). Moreover, through the Asset and Liability Transfer Agreement executed on 23 July 2013 between the Bank and Savings Bank’s receivership appointed by BoM, the Bank acquired certain assets and assumed certain liabilities of Savings Bank (Note 3). 95 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Terms and conditions of transactions with related parties The above mentioned outstanding balances arose from the ordinary course of business. The interests charged to and by related parties are at normal commercial rates. Outstanding balances except for loans and advances to related parties at the year-end are unsecured. There have been no guarantees provided or received for any related party receivables or payables. For the years ended 31 December 2013 and 2012, the Bank has not made any provision for doubtful debts relating to amounts owed by related parties. The Bank utilised the amendment in IAS 24 on ‘partial exemption from the disclosure requirement for government-related entities’. Thus, individually immaterial transactions with governmentrelated entities are not disclosed in these financial statements. 32. MATURITY ANALYSIS OF ASSETS AND LIABILITIES The table shows an analysis of assets and liabilities analyzed according to when they are expected to be recovered or settled. See Note 29.3 ‘Liquidity risk and funding management’ for the Bank’s contractual undiscounted repayment obligations. Less than 12 months More than 12 months Total MNT’000 MNT’000 MNT’000 Financial assets Cash and balances with BoM Due from banks Derivative financial instruments 331,931,951 35,637,848 556,031 – 850,000 – 331,931,951 36,487,848 556,031 Loans and advances to customers 505,285,063 436,898,239 942,183,302 – 265,198,282 20,729,857 1,159,339,032 50,718,198 39,080,465 – 527,546,902 50,718,198 304,278,747 20,729,857 1,686,885,934 2,728,081 – – – 2,728,081 – 59,971,903 2,122,639 475,610 62,570,152 2,728,081 59,971,903 2,122,639 475,610 65,298,233 1,162,067,113 590,117,054 1,752,184,167 144,149,939 118,138,297 413,243 988,383,360 162,026,580 4,503,402 1,417,614,821 – – – 45,773,115 156,607,033 – 202,380,148 144,149,939 118,138,297 413,243 1,034,156,475 318,633,613 4,503,402 1,619,994,969 Total 1,417,614,821 202,380,148 1,619,994,969 Net (255,547,708) 387,736,906 132,189,198 At 31 December 2013 Financial investments – – available-for-sale – held-to-maturity Other assets Non-financial assets Other assets Property and equipment Intangible assets Deferred tax assets Total Financial liabilities Due to banks Repurchase agreements Derivative financial instruments Due to customer Borrowed funds Other liabilities 96 www.statebank.mn STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 Less than 12 months MNT’000 More than 12 months MNT’000 Total MNT’000 Cash and balances with BoM 57,619,243 – 57,619,243 Due from banks 10,927,370 – 10,927,370 50,422 – 50,422 21,548,905 159,410,052 180,958,957 – 242,128 242,128 46,948,232 2,286,010 49,234,242 At 31 December 2012 Financial assets Derivative financial instruments Loans and advances to customers Financial investments – – available-for-sale – held-to-maturity Other assets 345,200 – 345,200 137,439,372 161,938,190 299,377,562 Non-financial assets Other assets 1,881,378 – 1,881,378 Property and equipment – 11,177,016 11,177,016 Intangible assets – 1,250,963 1,250,963 Deferred tax assets – 114,881 114,881 1,881,378 12,542,860 14,424,238 139,320,750 174,481,050 313,801,800 17,051,626 – 17,051,626 54,164 – 54,164 Due to customer 188,722,300 5,169,535 193,891,835 Borrowed funds 13,810,630 58,808,555 72,619,185 Other liabilities 1,857,352 – 1,857,352 221,496,072 63,978,090 285,474,162 Total 221,496,072 63,978,090 285,474,162 Net (82,175,322) 110,502,960 28,327,638 Total Financial liabilities Due to banks Derivative financial instruments 33.CAPITAL ADEQUACY The adequacy of the Bank’s capital is monitored using the rules and ratios established by BoM. During the past year, the Bank complied in full with the capital requirements set by the regulatory body. Capital management The primary objectives of the Bank’s capital management are to ensure that the Bank complies with externally imposed capital requirements and that the Bank maintains healthy capital ratios to be able to absorb negative shocks. 97 ANNUAL REPORT 2013 STATE BANK LLC NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2013 The Bank manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of its activities. Regulatory capital BoM requires commercial banks to maintain a minimum core capital adequacy ratio of 9% (2012: 8%) and risk weighted capital ratio of at least 14% (2012: 12%) compiled on the basis of total capital and total assets as adjusted for their intrinsic risk characteristics. The capital adequacy ratios of the Bank as at 31 December were as follows: 2013 2012 Core capital adequacy ratio 12.87% 15.36% Risk-weighted capital ratio 14.28% 15.59% Tier I capital Ordinary shares 2013 2012 MNT’000 MNT’000 113,000,000 28,000,000 Other reserves 693,669 693,669 Retained profit 5,422,056 (783,583) 119,115,725 27,910,086 12,116,641 – Total Tier I Capital Tier II capital Revaluation surplus Social development fund Total Tier II Capital Total capital /capital base 956,832 417,552 13,073,473 417,552 132,189,198 28,327,638 The breakdown of risk weighted assets into the various categories of risk weights as at 31 December was as follows: 2013 % 0 688,503,546 – 106,205,947 – 20 16,020,981 3,204,196 3,474,660 694,932 50 247,142,547 123,571,273 71,308,618 35,654,309 70 108,650,374 76,055,261 – – 100 691,126,727 691,126,727 144,476,991 144,476,991 150 21,198,818 31,798,228 556,697 835,045 1,772,642,993 925,755,685 326,022,913 181,661,277 Total 98 2012 Risk Assets MNT’000 Risk Assets MNT’000 Weighted MNT’000 Weighted MNT’000 34. MONGOLIAN TRANSLATION These financial statements are also prepared in the Mongolian language. In the event of discrepancies or contradictions between the English version and the Mongolian version, the English version will prevail. www.statebank.mn 1800-1881 www.facebook.com/StatebankMN