notes to the financial statements - AFFINBANK
Transcription
notes to the financial statements - AFFINBANK
OUR VISION A Premier Partner for Financial Growth and Innovative Services. OUR MISSION To provide innovative financial solutions and services to target customers in order to generate profits and create value for our shareholders and other stakeholders. In so doing, we provide opportunities for employees to contribute and excel; and be competitive in providing our solutions and services to our valued customers. We shall conduct our business with integrity and professionalism in compliance with good corporate governance principles and practices. COVER RATIONALE The cover design’s theme – AFFINBANK celebrates 35 Years ‘A Journey’– illustrates the inspiring and challenging odyssey of AFFINBANK. A specially created 35th anniversary logo takes place of pride in the design, since its inception on 23rd October 1975, and it is complemented by graphic waves that wend its way gracefully across the cover. The fine lines represent the employees, shareholders and customers of our Bank, as they achieve harmony, on a mutually beneficial journey of growth. Through ups and downs, we will stay in sync with our stakeholders as we forge ahead vibrantly. TABLE OF CONTENTS Corporate Milestone 4 Corporate Structure 6 Corporate Information 7 Board of Directors 8 Profile of Directors 9 Management Team 13 Management Team Profiles 15 Chairman’s Statement 17 Operational Review 20 Financial Highlights 23 Corporate Diary 24 Statement of Corporate Governance 26 Statement on Internal Control 34 Audit & Examination Committee 37 Network of Branches 39 Notice of Annual General Meeting 44 Annual Report 2010 4 CORPORATE MILESTONE OUR JOURNEY 2000 1975 25 APRIL • Change name of Perwira Affin Bank Berhad (PAB) to Affin Bank Berhad (AFFINBANK). 23 OCTOBER • Incorporation of Perwira Habib Bank Malaysia Berhad (PHB). 2000 Shareholders listing as according to Annual Report 1977 PHB: - Lembaga Tabung Angkatan Tentera 34% - Habib Bank Limited Pakistan 33.33% - Syarikat Permodalan Kebangsaan Berhad 26% - Haji Hamidi bin Tan Sri Dato’ Osman 6.67% 30 AUGUST • Merger of PAB & BSN Commercial Bank (M) Berhad signed, paving formation of new AFFINBANK. 2001 1992 JANUARY • AFFINBANK commenced operations with 110 branches nationwide. • Emergence of Affin Holdings Berhad as biggest shareholder of PHB. 2005 1994 JUNE • Merger with Affin-ACF Finance Berhad. 21 APRIL • Became Perwira Affin Bank Berhad (PAB) from Perwira Habib Bank Malaysia Berhad (PHB) since AFFIN Holdings has 100% of PAB. 2005 • Introduction to the new logo and tagline - ‘Banking Without Barriers’ 1999 2006 5 APRIL • Signing of MoU between PAB & BSN Commercial Bank (M) Berhad. 1 APRIL • Affin Islamic Bank Berhad (AFFIN ISLAMIC) commenced its operations. 5 AFFIN BANK BERHAD (25046-T) Annual Report 2010 6 CORPORATE STRUCTURE PAB Properties Sdn. Bhd. 100% ABB Nominees (Tempatan) Sdn. Bhd. 100% Affin-ACF Holdings Sdn. Bhd. 100% ABB Nominee (Asing) Sdn. Bhd. 100% Affin Factors Sdn. Bhd. Affin-ACF Capital Sdn. Bhd. 100% Affin Capital Sdn. Bhd. 100% ABB Trustee Berhad 100% 100% PAB Property Development Sdn. Bhd. 35.66% 100% LEMBAGA TABUNG ANGKATAN TENTERA Lembaga Tabung Angkatan Tentera PAB Property Management Sdn. Bhd. 100% Affin Money Brokers Sdn. Bhd. ABB Venture Capital Sdn. Bhd. 100% 100% Affin Futures Sdn. Bhd. 100% 20.69% BSNC Nominees (Tempatan) Sdn. Bhd. Affin-ADB Sdn. Bhd. 100% Boustead Holdings Berhad 100% BSNCB Nominees (Tempatan) Sdn. Bhd. 100% Affin Holdings Berhad Affin Bank Berhad 100% 23.52% Affin Islamic Bank Berhad BSN Merchant Nominees (Tempatan) Sdn. Bhd. 100% 100% Bank of East Asia Limited* ABB Asset Management (M) Berhad 100% AXA Affin Life Insurance Berhad 100% Affin-ACF Nominees (Tempatan) Sdn. Bhd. 100% BSN Merchant Nominees (Asing) Sdn. Bhd. 100% OTHERS 20.13% AXA Affin General Insurance Berhad ABB IT & Services Sdn. Bhd. 100% 100% BHI Insurance (M) Sdn Bhd 100% Affin Investment Bank Berhad Affin Fund Management Berhad 100% 100% Affin Nominees (Tempatan) Sdn. Bhd. 100% Merchant Nominees (Tempatan) Sdn. Bhd. 100% Affin Nominees (Asing) Sdn. Bhd. 100% Classic Precision Sdn. Bhd. 67% * more than 20% shareholdings as at 28.2.2009 7 AFFIN BANK BERHAD (25046-T) CORPORATE INFORMATION BOARD OF DIRECTORS YBhg. Dato Sri Abdul Aziz bin Abdul Rahman Independent Non-Executive Director Chairman YBhg. Jen. Tan Sri Dato’ Seri Ismail bin Hj. Omar (Bersara) Chairman Non-Independent Non-Executive Director Mr. Aubrey Li Kwok-Sing Non-Independent Non-Executive Director Directors Mr. Brian Li Man-Bun Alternate Director to Aubrey Li Kwok-Sing YBhg. Dato’ Zulkiflee Abbas bin Abdul Hamid Managing Director/ Chief Executive Officer Non-Independent Executive Director Mr. Stephen Charles Li Non-Independent Non-Executive Director Mr. Eric Koh Thong Hau Alternate Director to Stephen Charles Li YBhg. Tan Sri Dato’ Lodin bin Wok Kamaruddin Non-Independent Non-Executive Director (Re-appointed as Director w.e.f. 4.10.2010) En. Mohd Suffian bin Haji Haron Independent Non-Executive Director YM. Dr. Raja Abdul Malek bin Raja Jallaludin Independent Non-Executive Director Managing Director/ Chief Executive Officer YBhg. Laksamana Madya Tan Sri Dato’ Seri Ahmad Ramli bin Mohd Nor (Bersara) Non-Independent Non-Executive Director YBhg. Dato’ Zulkiflee Abbas bin Abdul Hamid Managing Director/ Chief Executive Officer Non-Independent Executive Director NAME SECRETARIES ISSUED AND PAID-UP SHARE CAPITAL Affin Bank Berhad (Co. No.: 25046-T) Nimma Safira binti Khalid Azizah binti Shukor No. of shares Par value Total DATE OF INCORPORATION 23 October 1975 PRINCIPAL ACTIVITIES Affin Bank Berhad is principally involved in carrying out the banking and finance related services. The Bank has seventeen (17) subsidiary companies and three (3) associate companies which are principally engaged in property management services, nominees services, trustees management services and factoring services. 1,439,285,382 RM1.00 RM1,439,285,382.00 REGISTERED OFFICE 17th Floor, Menara AFFIN, 80, Jalan Raja Chulan 50200 Kuala Lumpur. Tel.: 03-2055 9000 Fax.: 03-2026 1415 AUTHORISED SHARE CAPITAL No. of shares Par value Total 2,000,000,000 RM1.00 RM2,000,000,000 SUBSTANTIAL SHAREHOLDER No. of shares Affin Holdings Berhad 1,439,285,382 EXTERNAL AUDITORS PricewaterhouseCoopers (AF 1146) Annual Report 2010 8 BOARD OF DIRECTORS 1. YBhg. Jen. Tan Sri Dato’ Seri Ismail bin Haji Omar (Bersara) Chairman Non-Independent Non-Executive Director 2. YBhg. Dato’ Zulkiflee Abbas bin Abdul Hamid Managing Director/ Chief Executive Officer Non-Independent Executive Director 3. YBhg. Dato’ Sri Abdul Aziz bin Abdul Rahman Independent Non-Executive Director 6. Mr. Aubrey Li Kwok-Sing Non-Independent Non-Executive Director 7. Mr. Stephen Charles Li Non-Independent Non-Executive Director 8. En. Mohd. Suffian bin Haji Haron Independent Non-Executive Director 9. YBhg. Tan Sri Dato’ Lodin bin Wok Kamaruddin Non-Independent Non-Executive Director (Re-appointed as Director w.e.f. 4.10.2010) 4. YM. Dr. Raja Abdul Malek bin Raja Jallaludin Independent Non-Executive Director 5. YBhg. Laksamana Madya Tan Sri Dato’ Seri Ahmad Ramli bin Mohd Nor (Bersara) Non-Independent Non-Executive Director 3 4 2 5 6 7 1 8 9 9 AFFIN BANK BERHAD (25046-T) PROFILE OF DIRECTORS YBHG. JEN. TAN SRI DATO’ SERI ISMAIL BIN HJ. OMAR (BERSARA) YBHG. DATO’ ZULKIFLEE ABBAS BIN ABDUL HAMID Chairman Non-Independent Non-Executive Director Managing Director/ Chief Executive Officer Non-Independent Executive Director Jen. Tan Sri Dato' Seri Ismail bin Hj. Omar (Bersara), aged 70, was appointed as a Director and Chairman of AFFINBANK on 21 May 2002. Dato’ Zulkiflee Abbas bin Abdul Hamid aged 54, was appointed as a Managing Director/Chief Executive Officer on 1 April 2009. He was formerly Chief Defence Forces (CDF) Malaysia from 1995 until his retirement in 1998, after 38 years of military service. He graduated from Royal Military Academy, Sandhurst, United Kingdom in 1961 and subsequently attended professional and management development courses at several institutions including The Land Forces Command and Staff College, Canada; the United Nation International Peace Academy, Vienna; the National Defence College, India and INTAN Malaysia. His military service saw Key Command and Staff appointments at all levels of the Armed Forces. As CDF, his responsibilities included key roles in Malaysia’s Regional and International Defence Relations. Tan Sri was Chairman of Affin Holdings Berhad and Affin-ACF Finance from 1999 prior to joining AFFINBANK. Currently, he among others is on the Board of Directors of AFFIN ISLAMIC, ABB Trustee Berhad, EP Engineering Sdn Bhd and Global Medical Alliance Sdn Bhd. Tan Sri Ismail displays strong board chair leadership as he sets the Board’s tone, direction and culture. Tan Sri Ismail creates the appropriate environment to allow for full engagement by all members of the Board for effective Board discussions and decision making. Tan Sri Ismail possesses a high level of leadership experience to lead effective Board oversight function. Jen. Tan Sri Dato’ Seri Ismail bin Hj Omar attended all 18 Board Meetings held during the financial year ended 31 December 2010. Prior to joining AFFINBANK, Dato’ Zulkiflee Abbas was the Chief Credit Officer in one of Malaysia’s leading bank. He also served in various positions there including as a Board member of its subsidiaries. He graduated with a Master in Business Administration from the Southern Illinois University, United States of America. Dato’ Zulkiflee Abbas joined AFFINBANK in March 2005 as Director, Enterprise Banking. He was later made the Director of Business before assuming his current position. Dato’ Zulkiflee Abbas has vast working experience in banking being 29 years in the industry. Dato’ Zulkiflee Abbas possesses the necessary knowledge and professional competence in the conduct of the licensed institution’s business. Dato’ Zulkiflee Abbas balances the Board mix and help to enhance Board effectiveness. Dato’ Zulkiflee Abbas bin Abdul Hamid attended all 18 Board Meetings held during the financial year ended 31 December 2010. Annual Report 2010 10 PROFILE OF DIRECTORS (continued) YBHG. TAN SRI DATO’ LODIN BIN WOK KAMARUDDIN YM. DR. RAJA ABDUL MALEK BIN RAJA JALLALUDIN Non-Independent Non-Executive Director (Re-appointed as Director w.e.f.4.10.2010) Independent Non-Executive Director Tan Sri Dato' Lodin bin Wok Kamaruddin, aged 62, was re-appointed to the Board of Directors of AFFINBANK on 4 October 2010. He was appointed as the Managing Director of Affin Holdings Berhad in February 1991 and redesignated as Deputy Chairman on 1 July 2008. Dr. Raja Abdul Malek bin Raja Jallaludin, aged 65, was appointed to the Board of Directors of AFFINBANK on 29 January 1991. Tan Sri Dato’ Lodin has vast business and management experience pursuant to his various positions held in Lembaga Tabung Angkatan Tentera (“LTAT”) Group of Companies. He is the Chief Executive of LTAT and the Deputy Chairman/ Group Managing Director of Boustead Holdings Berhad. Prior to joining LTAT, he was the General Manager of Perbadanan Kemajuan Bukit Fraser for 9 years. Tan Sri Lodin is also the Chairman of Boustead Heavy Industries Corporation Berhad, Boustead Naval Shipyard Sdn Bhd, Boustead Petroleum Marketing Sdn Bhd, Boustead REIT Managers Sdn Bhd, Johan Ceramics Berhad and 1Malaysia Development Berhad and also sits on the Boards of UAC Berhad, The University of Nottingham in Malaysia Sdn Bhd, Minority Shareholder Watchdog Group, Atlas Hall Sdn Bhd, AFFIN ISLAMIC, Affin Investment Bank Berhad and AXA Affin Life Insurance Berhad. He graduated from the University of Toledo, Ohio, USA with a Bachelor of Business Administration and a Master of Business Administration Degree. Tan Sri Dato’ Lodin attended 2 out of the 3 Board Meetings from 4 October 2010 until the financial year ended 31 December 2010. He graduated as a doctor from the University of Malaya in 1972 and, early in his career, worked at the General Hospital, Kuala Lumpur and the Faculty of Medicine, UKM. In late 1975, he went into private medical practice and became a senior partner of Drs. Catterall, Khoo, Raja Malek & Partners until 2003 when he resigned from the firm. Professionally he is widely experienced and had served in various peer and academic activities. Amongst others, he had been a clinical tutor in the Faculty of Medicine, UMMC; been a member of the Ethical Committee of the Malaysian Medical Council, MOH; was the Chairman of Council Academy of Family Physicians, Malaysia. Dr. Raja Abdul Malek also has vast experience in the pharmaceutical world and had actively been involved since 1984. He had been the Medical Director (Malaysia-Singapore) for Parke Davis-Warner Lambert from 1984-2000, and had remained briefly so too with Pfizer Malaysia when these two Incorporations merged in 2001. In 2003, Dr. Raja Abdul Malek joined HOE/ Pharmaceuticals/ HOEPharma Holdings Berhad as the Director of Medical and Scientific Affairs and holds this position to this day. His other directorships in public and private companies include ABB Trustee Berhad. He is also a member of the Advisory Panel of StemLife Berhad. Notwithstanding his tenure of 19 years with AFFINBANK, Dr. Raja Abdul Malek continues to demonstrate independence of judgment and objectivity in both his actions and thoughts. Dr. Raja Abdul Malek possesses certain personal qualities such as incisiveness which brings diversity and different perspective in Board decision making that could further balance and strengthen the Board as a whole. Dr. Raja Abdul Malek bin Raja Jallaludin attended 17 out of the 18 Board Meetings held during the financial year ended 31 December 2010. 11 AFFIN BANK BERHAD (25046-T) PROFILE OF DIRECTORS (continued) YBHG. LAKSAMANA MADYA TAN SRI DATO’ SERI AHMAD RAMLI BIN MOHD NOR (BERSARA) YBHG. DATO’ SRI ABDUL AZIZ BIN ABDUL RAHMAN Non-Independent Non-Executive Director Independent Non-Executive Director Tan Sri Dato' Seri Ahmad Ramli bin Mohd Nor, aged 67, was appointed to the Board of Directors of AFFINBANK on 21 May 2002. He retired as Chief of Royal Malaysian Navy in 1999. Dato' Sri Abdul Aziz bin Abdul Rahman, aged 65, was appointed to the Board of Directors of AFFINBANK on 28 January 2003. He graduated from the Brittania Royal Naval College Dartmouth, United Kingdom in 1965, the Indonesia Naval Staff College in 1976, the United States Naval War College and Naval PostGraduate School Monterey in 1981. He also holds a Master Degree in Public Administration from the Harvard University, United States of America. He currently holds directorships in AFFIN ISLAMIC, Muhibbah Engineering (M) Berhad and Favelle Favco Berhad. Tan Sri Dato' Seri Ahmad Ramli is presently the Executive Deputy Chairman/ Group Managing Director of Boustead Heavy Industries Corporation Berhad. Tan Sri Dato' Seri Ahmad Ramli’s appropriate leadership with strategically critical skills and experience has added value to the Board’s performance. Tan Sri Dato’ Seri Ahmad Ramli contributes to the mix of skills and experience of the Board through his relevant expertise in business, management and strategic planning on both short term and long term strategic issues. Tan Sri Dato' Seri Ahmad Ramli bin Mohd Nor attended 16 out of the 18 Board Meetings held during the financial year ended 31 December 2010. Dato’ Sri Abdul Aziz graduated with a Bachelor of Commerce from University of New South Wales, Sydney, Australia. He is member of the Malaysian Institute of Certified Public Accountants (MICPA) and the Malaysian Institute of Accountants (MIA). He has served as Chairman and board member of several government institutions, agencies and public listed companies, both in Australia and Malaysia. At the corporate level he was with Price Waterhouse & Co. Sydney, Malaysia Airlines and Managing Director of Bank Rakyat Berhad before venturing into politics and public service as the Pahang State Assemblyman, State Executive Councillor and Deputy Chief Minister of Pahang. He was a Senator of Malaysian Parliament for a maximum period of two (2) terms. Presently he is a Board member of the International Islamic University Malaysia, University Malaysia Pahang and their associated holding companies. Dato’ Sri Abdul Aziz’s expertise and knowledge carries across a broad spectrum relating to finance and accounting. His standing in the community contributes effectively to his role as an Independent Director particularly in meeting various stakeholders expectation. Dato' Sri Abdul Aziz bin Abdul Rahman attended all 18 Board Meetings held during the financial year ended 31 December 2010. Annual Report 2010 12 PROFILE OF DIRECTORS (continued) MR. AUBREY LI KWOK-SING MR. STEPHEN CHARLES LI Non-Independent Non-Executive Director Non-Independent Non-Executive Director Mr. Aubrey Li Kwok-Sing, aged 61, was appointed to the Board of Directors of AFFINBANK on 17 March 2008. He is a Director of The Bank of East Asia, Limited and Chairman of MCL Partners Limited. Mr. Stephen Charles Li, aged 51, was appointed to the Board of Directors of AFFINBANK on 17 March 2008. Mr. Li is a Director of The Bank of East Asia, Limited. Mr. Aubrey Li possesses extensive experience in investment banking, merchant banking and capital markets. He is also a Director of Café de Coral Holdings Limited, China Everbright International Limited, Kunlun Energy Limited, Kowloon Development Co. Ltd, Pokfulam Development Company Limited, Tai Ping Carpets International Limited, Atlantis Investment Management (Ireland) Limited and Dalton Capital (Guernsey) Limited. Mr. Li also holds directorships in hedge funds based in the U.K. and E.U. He has over 16 years experience in investment banking having held senior capital markets positions with several international investment banks in London and Hong Kong. Mr. Aubrey Li brings in related knowledge and experience in the banking fields, business development and strategy which are considered to be a value in achieving AFFINBANK business objectives. Mr. Aubrey Li Kwok-Sing attended 11 out of the 18 Board Meetings held during the financial year ended 31 December 2010. EN. MOHD SUFFIAN BIN HAJI HARON Independent Non-Executive Director Encik Mohd Suffian bin Haji Haron aged 66, was appointed to the Board of Director of AFFINBANK on 15 August 2009. He graduated with a Bachelor of Economics from University of Malaya (1970) and holds a Master of Business Administration from University of Oregon in the United States (1976). Current directorships in public companies include, AFFIN ISLAMIC, L.K. & Associates Sdn Bhd, Idaman Pharma Manufacturing Sdn Bhd and Polmag Sdn Bhd. Encik Mohd Suffian brings a diverse professional experience to the Board. His background provides the necessary independence to the Board and add value by drawing on his experience and contributing to the Board’s decision-making process. Encik Mohd Suffian bin Haji Haron attended all 18 Board Meetings held in the financial year ended 31 December 2010. Mr. Li holds a Bachelor of Science (Hons.) Degree in Mathematics from King’s College, University of London, United Kingdom in 1981. He is also a member of the Institute of Chartered Accountants in England and Wales. Mr. Li engaged himself actively in the deliberations at the Board of Directors meeting. His global expertise, skills, work exposure and knowledge in investment banking and accounting brings balance to the Board and adds value that could further improve the Board’s performance and effectiveness. Mr. Stephen Charles Li attended 8 out of the 18 Board Meetings held during the financial year ended 31 December 2010. Mr. Stephen Charles Li’s alternate director, Mr. Eric Koh Tong Hau, attended 10 out of 18 Board Meetings held during the financial year ended 31 December 2010. 13 AFFIN BANK BERHAD (25046-T) MANAGEMENT TEAM 1. YBhg. Dato' Zulkiflee Abbas bin Abdul Hamid Managing Director/ Chief Executive Officer 2. En. Amirudin bin Abdul Halim Director, Business Banking 3. Mr. Tan Kok Toon Director, Treasury 4. Pn. Khatimah binti Mahadi Group Chief Internal Auditor 5. En. Shariffudin bin Mohamad Executive Director, Operations 5 4 3 2 1 Annual Report 2010 14 MANAGEMENT TEAM (continued) 6. En. Kamarul Ariffin bin Mohd. Jamil Chied Executive Officer, Affin Islamic Bank Berhad 7. Mr. Kasinathan T. Kasipillai Group Chief Risk Officer 8. En. Idris bin Abd. Hamid Director, Consumer Banking 9. Mr. Ee Kok Sin Chief Financial Officer 10. Mr. Richard Kong Chief Human Resource Officer 11. YBhg. Dato' Mohamad Aslam Khan Gulam Hassan Chief Recovery Specialist 7 8 6 9 10 11 15 AFFIN BANK BERHAD (25046-T) MANAGEMENT TEAM PROFILES YBHG. DATO' ZULKIFLEE ABBAS BIN ABDUL HAMID Managing Director/ Chief Executive Officer Dato’ Zulkiflee Abbas bin Abdul Hamid, 54 years old, currently holds the position of Managing Director/ Chief Executive Officer of AFFINBANK since 1 April 2009. He joined AFFINBANK in March 2005 as Director, Enterprise Banking and later on was made Executive Director, Banking before assuming his current position. Dato’ Zulkiflee has been in the banking industry for almost 30 years. He started in a local leading bank, working his way up through various ranks and responsibities at home and abroad. He left in 2005 while he was the Chief Credit Officer. Under his current portfolio, Dato’ Zulkiflee also holds directorships in Affin Investment Bank Berhad and Affin Islamic Bank Berhad Dato’ Zulkiflee holds a Masters in Business Administration from Southern Illinois University, United States of America, the same university of which he obtained his Bachelor of Science (Marketing). EN. KAMARUL ARIFFIN MOHD JAMIL While he was the Director, Operations, he was also the Chief Corporate Strategist and Chief Human Resource Officer. Currently, he oversees the Operations Division encompassing Branch Operations, Information Technology, Property and Logistics, Strategic and Support Services including Customer Fulfillment, Legal and Corporate Communications. He brings with him over two decades of banking experience with a well-known international financial institution and its acclaimed global outsourcing outfit. He graduated with a Bachelor in Finance and a Master in Business Administration from Southern Illinois University, United States of America. EN. AMIRUDIN ABDUL HALIM Director, Business Banking Amirudin Abdul Halim joined AFFINBANK as Director, Business Banking in July 2009. He brings with him over 20 years of banking experience across many fields within the industry from credit control, branch operations, business and consumer banking to corporate services. Chief Executive Officer, Affin Islamic Bank Berhad Kamarul Ariffin Mohd Jamil is the Chief Executive Officer of Affin Islamic Bank Berhad (AFFIN ISLAMIC) since 2006. He joined AFFINBANK in 2003 as Head, Corporate Strategy Division and in 2005 was appointed as Head, Islamic Banking Division. His appointment to his current position was in 2006 when AFFIN ISLAMIC was incorporated as a wholly-owned subsidiary of AFFINBANK. Prior to AFFINBANK, Kamarul held various positions in Pengurusan Danaharta Nasional Berhad, namely Head of Managing Director's Office and Sepecial Assistant to Managing Director between 1999 to 2003. Kamarul graduated from the University of Cambridge in 1992 with a Bachelor of Arts (Economics). EN. SHARIFFUDIN MOHAMAD Executive Director, Operations Shariffudin Mohamad is the Executive Director, Operations of AFFINBANK. He joined AFFINBANK as the Director, Operations in August 2007 and was appointed to his present position effective 1 November 2009. Amirudin served in several senior capacities during his long-term tenure with a local leading bank and brought recognition to the bank in 2007 when it received The Asian Banker's 'Excellence in Retail Financial Services for Automobile Lending'. He graduated with a Bachelor of Arts degree in Finance from St. Louis University, United States of America and has attended various programmes by Stamford University, Wharton Business School, Washington University and Asian Institute of Management, Philippines. EN. IDRIS ABD. HAMID Director, Consumer Banking Idris Abd Hamid has over 30 years of experience in the banking and finance industry. His career with AFFINBANK began in 1994 when he was the General Manager for Affin Finance Berhad and he was later made Deputy Chief Executive Officer for AFFIN-ACF Finance Berhad from 2000 to 2005. Prior to joining AFFINBANK, Idris held various positions at Arab-Malaysian Finance (currently known as AmBank) from 1984 to 1994 as Branch Manager, Assistant Manager Corporate Loans and Head of Consumer Loans Division. He graduated from the University of Northern Colorado and Southern Illinois University, USA with Masters in Business Administration and Bachelor of Science in Finance respectively. Annual Report 2010 16 MANAGEMENT TEAM PROFILES (continued) MR. TAN KOK TOON Director, Treasury Tan Kok Toon (KT) completed his Bachelor of Science (Hons) in Mathematics from Universiti Malaya in 1987. He joined AFFINBANK as Head of Treasury in October 2004 and is responsible for managing all aspects of Treasury Division across the Group which includes AFFIN Islamic Bank Berhad and Affin Investment Bank Berhad. He is the current Honorary Secretary, Persatuan Pasaran Kewangan Malaysia (Association Cambiste Internationale) and the Chairman to its Seminar and Education Committee. Prior to AFFINBANK, KT worked in one of the largest banks in Malaysia. For more than 18 years, he served in various capacities of Treasury operations, such as Treasury Manager with the Bank’s New York branch and as Treasury Business Advisor to turnaround a business project in the Philippines. KT is also the president of Kelab Sukan dan Rekreasi AFFINBANK. He has over 30 years of local and overseas banking experience particularly in the area of Risk Management. He comes from a foreign bank background having earlier worked in the risk function of that bank in a number of countries including London, Singapore, Hong Kong, Mumbai and Jakarta. PN. KHATIMAH MAHADI Group Chief Internal Auditor Khatimah Mahadi has 30 years of experience in Internal Auditing including 23 years in financial services with Citibank Berhad, a development bank and a finance company. In addition, she also had a stint with a local bank, Lembaga Pasaran dan Perlesenan Getah and Auditing/Consulting Firm Hanafiah, Raslan & Mohamad. She was also the Director of Compliance and Country Internal Audit Head when she was with Citibank Berhad. YBHG. DATO' MOHAMAD ASLAM KHAN GULAM HASSAN Chief Recovery Specialist MR. EE KOK SIN Chief Financial Officer Ee Kok Sin began his career in 1982 as a Trainee Accountant with a firm of Chartered Accountants in London. He has extensive experience in auditing, treasury functions, financial accounting, financial management and information technology. Prior to his appointment at AFFINBANK, he was the General Manager, Finance & Services of Pengurusan Danaharta Nasional Berhad. He is a Fellow Member of the Association of the Chartered Certified Accountants (FCCA) and a member of The Malaysian Institute of Certified Public Accountants (MICPA) and Malaysian Institute of Accountants (MIA). MR. KASINATHAN T.KASIPILLAI Group Chief Risk Officer Kasinathan holds a Masters in Business Administration from the University of Bath, UK and is a Certified Risk Professional awarded by Bank Administration Institute, Chicago, USA. He is also an Associate Fellow of Institute of Bankers Malaysia. This is in recognition of his pioneering work in developing the Certified Credit Professional (CCP) certification. He continues to serve as an active member of CCP Examination Committee to this day. Dato' Mohamad Aslam Khan holds a Bachelor's Degree in Business Administration with honours. He joined AFFINBANK in 1996 as the General Manager of Commercial Banking Division and was later appointed the Head of Special Asset Management. He has held various positions domestically and internationally both in the business and business support divisions. Dato' Aslam has over 35 years of banking experience. Prior to AFFINBANK, he held various positions at Maybank for 21 years. His last position there was the General Manager of Maybank in New York. He also had a five-year stint with the former Oriental Bank as the General Manager, Enterprise Banking Division. MR. RICHARD KONG Chief Human Resource Officer Richard was previously the General Manager, Operations at Pengurusan Danaharta Nasional Berhad until its winding down in December 2005. He has 35 years of extensive banking experience, including service in a leading international bank, Standard Chartered Bank Malaysia Berhad. During his tenure with the Bank, he had the opportunity to serve as Head, Special Assets Management (SAM) Malaysia, Regional Head SAM for Malaysia, Brunei & the Philippines. Richard also worked as a Senior Account Manager in SCB Nakornthon Bank in Bangkok, during the Asian financial crisis. He has a strong track record in the areas of asset management, credit risk management, commercial and domestic corporate banking and also in manpower planning, training and development. 17 AFFIN BANK BERHAD (25046-T) CHAIRMAN’S STATEMENT O n behalf of the Board of Directors, I am pleased to present the Annual Report and Financial Statements of Affin Bank Berhad (AFFINBANK) for the financial year ended 31 December 2010. During the year under review, Malaysia’s economy outperformed expectations to chalk up a commendable growth of 7.2% in 2010 compared with a contraction of 1.7% in 2009, bolstered by a rebound in manufacturing and services as well as brisk exports and imports. The government, which implemented a RM67 billion stimulus package two years ago to boost the economy which was severely affected by the global downturn, had earlier forecasted Malaysia’s gross domestic product to grow by 5% to 6% in 2010. However, the continued influx of foreign direct investments, a healthy reserves position maintained by Bank Negara and a record performing ringgit as well as high commodity prices, boosted growth and aided the country’s rebound in 2010. In tandem with the strong rebound in the Malaysian economy, the Group’s net profit after zakat and tax attributable to shareholders also rose by 20% to RM381.2 million for the year ended 31 December 2010. The good performance was driven primarily by the deposits business sector especially the retail segment, improved customer touch-points to ensure excellent and efficient customer service, continuous improvements on risk management practices to be abreast with prevailing economic climate and human capital development. In a healthier economic environment which facilitated higher actual loan recoveries, total allowances for losses on loans, advances and financing reduced to RM95.4 million for the current financial year compared with RM187.5 million in 2009, when the market conditions and economic environment were under great duress due to the global financial crisis. Total loans and advances after deducting allowance for loan losses grew by 18% to RM26.0 billion compared with RM22.0 billion a year ago as economic activities and demand for credit gathered momentum during the year under review. To support the loan growth, total deposits correspondingly increased by 17% year-on-year to RM30.8 billion as at 31 December 2010. The Group’s total equity as at 31 December 2010 rose to RM3.3 billion contributed by RM346 million growth in the Reserves. 18 Annual Report 2010 CHAIRMAN’S STATEMENT (continued) “ AFFINBANK’s loan growth momentum remained strong at 17.5% year-on-year in December 2010 compared with the industry’s 12.8% for 2010. Improvements were seen in property loan segments (+14.6% for residential mortgages and 64.3% for nonresidential mortgages), auto (+18.9%) and working capital loans (+13.1%) in December 2010. In line with the Group’s strong financial performance, the Board approved a second and final one-tier tax exempt dividend of 5 sen per share for the year under review. Together with the first interim of 5.28 sen paid on 6 December 2010, the total dividend payout for the 2010 financial year amounted to 10.28 sen gross dividend per ordinary share or RM129.0 million. AFFINBANK’s loan growth momentum remained strong at 17.5% year-on-year in December 2010 compared with the industry’s 12.8% for 2010. Improvements were seen in property loan segments (+14.6% for residential mortgages and 64.3% for nonresidential mortgages), auto (+18.9%) and working capital loans (+13.1%) in December 2010. This loan growth momentum is expected to remain steady in 2011 due to strong consumer sentiment, healthy business confidence, a stable interest rate environment and pent-up credit demand spurred by a recovering economy. As the Group continues to forge ahead in our business operations and growth, we have not forgotten our role as corporate citizen. The year saw us undertaking several corporate social responsibility initiatives including the donation of 50 homes valued at RM1.8 million for the poor at Bukit Kenau Integrated Community Centre in Pekan, Pahang under Affin Islamic Bank, RM1 million contribution to Yayasan Perajurit, the yearly Tabung Hari Pahlawan campaign, annual contribution of Bungkusan Hari Raya to Tabung Kebajikan Angkatan Tentera, and handouts of ‘duit raya’ during our Hari Raya Open House with orphans and new converts. ” Backed with a strong and experienced Board, befitting its aspiration to become a mid-size bank of prominence, the Board of Directors remains committed to ensure the highest standards of corporate governance throughout the organisation with the objectives of safeguarding the interests of all stakeholders and enhancing the shareholders’ value and financial performance of the Bank. The Board considers that it has applied the Best Practices as set out in the Malaysian Code of Corporate Governance throughout the financial year, same as per the requirements set out in the Bank Negara Malaysia’s Guidelines on Directorship in the banking institutions (‘BNM/ GP1’). Throughout 2010 and to date, the Bank continues to conduct its business with integrity and exercise a high level of transparency and objectivity. In a move to extend its reach and encouraged with the growth potential in Indonesia, AFFINBANK had in August 2010 acquired an 80% equity interest in Indonesian bank, PT Bank Ina Perdana for RM138 million. PT Bank Ina Perdana has a niche positioning as a retail bank in the small and medium enterprise (SME) sector, which fits in nicely with AFFINBANK’s long term plan to further grow its business and increase its shareholders value. It has 22 branches which are strategically located in major cities in Indonesia. We see this acquisition as a step forward for AFFINBANK and Affin Islamic Bank Berhad (AFFIN ISLAMIC). The potential for Islamic banking in Indonesia is vast and AFFIN ISLAMIC has the capabilities and expertise to ensure the growth and development of Shariah banking as we move regionally. 19 AFFIN BANK BERHAD (25046-T) This acquisition was the first for AFFINBANK to venture out of the Malaysian borders. Looking ahead, the economic outlook for 2011 is expected to be more subdued as the first quarter of the year have demonstrated how geopolitical risks in the Middle East and North Africa (MENA) virtually cannot be anticipated as uprisings lead to the spiralling of global oil prices to a 30-month high of US$112.09 per barrel (for Brent crude) on 25 February and a 29month high of US$96.98 per barrel (WTI). The major concern is that the dominoes in the Middle East could continue to fall. If the recent rise in oil prices is sustained, it would have a dampening impact on the global economy. So far, the Malaysian economy has shown the ability to absorb the crude oil price increases and is expected to grow between 5.0% and 6.0% in 2011, driven by domestic demand and strong export performance, backed by the Economic Transformation Programme. The banking industry in Malaysia is expected to sustain its profitability with healthy capital and strong asset quality in 2011. High-impact projects like the Mass Rapid Transit in Klang Valley especially in Greater Kuala Lumpur, are expected to generate a large multiplier effect to the economy and spur business and consumer spending, thus supporting overall economic growth especially in the loan sector. Building on the momentum created in 2010, the Bank will continue to focus on ‘sustainable business growth’ in both Business Banking as well as Consumer Banking segments, with an attitude of ‘lowest risk tolerance’ financing. The business units of the Bank comprise Business Banking, Consumer Banking, Debt and Capital Markets and Hire Purchase. Consumer Banking provides credit cards, personal loans, mortgages and deposit taking services to individuals. For Business Banking, the Bank will be leveraging on business opportunities arising from the 10th Malaysia Plan as well as the Economic Transformation Programme, while Consumer Banking will be developing specific products and packages that suit certain targeted market segments. The Group will also continue to seek improvements in our customer services, provide quicker turnaround time via better process efficiency and actively manage our operating costs to maintain profitability. With our strong balance sheet and capital position, the Group is confident that we will be able to meet all the challenges and opportunities ahead in order to serve and provide continued support to our valued customers. On behalf of the Board, I would like to thank our shareholders, customers and business partners for their continuing support. My appreciation goes to all staff and management for their dedicated services and for delivering a commendable performance for the current year. Finally, I wish to thank all my fellow Board Members for their wise counsel and contributions. Jen. Tan Sri Dato’ Seri Ismail Bin Hj. Omar (Bersara) Chairman 22 March 2011 Annual Report 2010 20 O n behalf of the Management team of Affin Bank Berhad (AFFINBANK), I am pleased to put forth the review of our performance for the year ended 31 December 2010. The year 2010 was a year of stability and performance across all boards for Malaysia in light of its political developments and economic expansion plan by the Government for its people. Notwithstanding the difficult global economic environment experienced in Europe, Malaysia has steadily moved forward to remain robust and outperformed its own gross domestic product forecast. The financial and banking sector in Malaysia has also profited from this setting with its strong solvency position and high quality of loan portfolio. The improved earnings from businesses, coupled with favourable employment prospects that bolstered the debt servicing capacity of banks’ borrowers’ plus the credit compression and injection from the public sector, ensured that the domestic financial markets were on secured grounds. In this respect, Affin Bank Berhad remained resilient and registered 22.8% higher profit before zakat and tax of RM521.9 million for the financial year ended 31 December 2010 compared with RM425.1 million in 2009. The stronger performance was achieved on the back of strong growth in the total deposits especially the retail segment, improved customer touch-points to ensure excellent and efficient customer service, continuous enhancement on risk management practices in keeping abreast with prevailing economic climate and human capital development. Net profit after zakat and tax increased by 20% to RM381.2 million for the year ended 31 December 2010 compared with RM317.8 million the year before. PERFORMANCE REVIEW 21 AFFIN BANK BERHAD (25046-T) The higher profit after zakat and tax translated into a return on equity (ROE) of 12.93%, a commendable progression from 11.43% in the previous year. Return on assets (ROA) improved to 1.04% from 0.93% a year ago, indicating a marked enhancement in the generation of the Bank’s investment. Its net interest income rose by 2% to RM751.0 million from RM736.0 million recorded in 2009. This is contributed by the remarkable double-digit growth in loans, advances and financing, in the wake of the substantial increased of deposits. Gross loans, advances and financing increased by 17.5% to RM26.5 billion from RM22.6 billion the year before, mainly contributed by household loans, followed by the construction, property and finance, insurance and business services sectors. AFFINBANK also recorded an increase of 2% in other operating income to RM227.4 million from RM221.9 million in 2009. Islamic banking income increased by 9% to RM177.8 million from RM162.6 million the year before. During the year, the Group’s total assets rose by RM6.5 billion to RM42.1 billion, compared with RM35.6 billion in 2009. Net financing grew by 18.1% to RM26 billion. Earnings per share increased by 20% to 26.5 sen per share from 22.1 sen per share during the year under review. The Group’s shareholders equity expanded further by 11.7% to RM3.3 billion in 2010 from RM3.0 billion the year before. Further details about the Bank’s performance by its business and operations units are as stated:- Business Banking Business Banking segment represents 40% of the Group's total revenue. During the year, the Group's contract financing and its small and medium enterprise (SME) financing grew exponentially. Its commercial and institutional business also outperformed its targets last year. Consumer Banking Consumer Banking segment constituted 37% of the Group’s revenue. Mortgage and Hire Purchase being the key products, grew by RM1.9 billion or 47.6%, contributing to the Group’s loans, advances and financing growth of RM3.9 billion. The growth in deposits was admirable with deposits from customers at the Group level increased 16.7% to RM30.8 billion from RM26.4 billion recorded the year before. Fixed deposits rose by 25.4% to RM19.9 billion from RM15.9 billion in 2009. The launch of two new deposit products during the year under review contributed to this healthy growth. These were the AFFIN FD PLUS and the OMG (OH MY GOSHH!) deposits campaigns which gave the Bank the much needed visibility in terms of attractive and better-than average industry’s rates, targeting its existing clientele and capturing new customer segments. Treasury The Bank’s treasury manages a fund size of RM14.4 billion and has maintained a sterling performance in returns with the support of experienced fund managers and financial analysts. 22 Annual Report 2010 PERFORMANCE REVIEW (continued) “ In this respect, Affin Bank Berhad remained resilient and registered 22.8% higher profit before zakat and tax of RM521.9 million for the financial year ended 31 December 2010 compared with RM425.1 million in 2009. ” Operations In 2010, the Group embarked on a rejuvenation programme to create visibility and to brand AFFINBANK as a progressive yet personalized financial partner for its customers. Convenience for the customers was the priority and relocation as well as renovation underpinned this programme. Several branches underwent a refurbishment exercise and a couple of branches like Taiping and Alor Setar were relocated to commerce areas that are more vibrant and business-centric. In creating new customer touch-points and channels, the Bank has identified new business areas to establish its presence and a new AFFIN Islamic branch opened its doors in mid-December located at the Management & Science University (MSU) campus in Shah Alam. Overall, the Group’s operating expenses increased by 4.8% to RM530.9 million against 2009 result of RM506.5 million. This was mainly due to increased personnel costs as the Bank continues its development and investment in its human capital as well. The Group is well capitalised with its risk weighted capital ratio at 12.67% and a core capital ratio of 11.24%. RAM Rating Services Berhad has reaffirmed the Bank’s long term and short term financial institution ratings at A1 and P1 respectively, with a stable outlook. In moving ahead with the times, year 2011 will be challenging especially with regards to maintaining the Bank’s upward momentum. On the global front with crude oil prices on the rise and the civil discontentment in the Middle East and North Africa, many economies will be affected with rising rates and prices due to difficulties of obtaining goods and services as well as inflation and unemployment and in the said countries, state welfare and rebuilding. Note:* Source from CIA World Fact Book. Looking at the socio-political stability in the country and the Government Transformation Plans (GTP), Malaysia’s economy will definitely benefit from these two factors. The estimated population growth rate of 1.58%* and the growing affluent in the country will also be contributors, with regulated banking system and the controlled monetary structures that are well-placed. With all the factors and underlining conditions, determining the way forward and the business strategy for 2011 onwards will be two-pronged – internal improvements and external aggression. Internally, emphasis will be on customer service enhancement with effective human capital developments, credit and risk management improvements and continuous branding process of the rejuvenation programme for the existing branches. External aggression will include product innovations and campaigns, identification of new sites for presence, securing new business inclusive of our overseas acquisition, PT Bank Ina Perdana and focused fee income business segments, image building and corporate initiatives via corporate responsibility programmes. The Bank is well-positioned to the meet the challenges ahead as it grow steadily yet substantially to enhance its shareholders’ value and market standing. Lastly, I would like to thank all our customers, fellow colleagues, the Management team, stakeholders including our regulators and government agencies as well as our esteemed Board of Directors for their continued support and confidence. Dato’ Zulkiflee Abbas Bin Abdul Hamid Managing Director/ Chief Executive Officer 22 March 2011 23 AFFIN BANK BERHAD (25046-T) 2009 2008 2007 2009 2008 2007 29.4 2010 33.0 2006 35.6 322.0 454.6 2010 425.1 2006 42.1 2009 2008 2007 272.3 2010 521.9 (RM’billion) 15.4 (RM’million) 18.0 (Sen) 23.0 TOTAL ASSETS 22.1 PROFIT BEFORE TAXATION (PBT) 26.5 EARNINGS PER SHARE (EPS) 31.9 FINANCIAL HIGHLIGHTS 2006 The Group’s net loans, advances and financing grew by 18.1% to RM26.0 billion compared with RM22.0 billion in 2009, as economic activities and demand for credit gathered momentum during the year under review. 2009 2008 2007 Total deposits increased by 16.7% year-on-year to RM30.8 billion as at 31 December 2010, in correspondence to the Group’s loan growth. 2009 2008 2007 2.3 2010 2.5 2006 2.7 2010 3.0 2006 3.3 2009 2008 2007 22.6 2010 23.5 (RM’billion) 25.2 (RM’billion) 26.4 (RM’billion) 30.8 SHAREHOLDERS’ EQUITY 17.0 DEPOSITS FROM CUSTOMERS 16.8 NET LOANS, ADVANCES & FINANCING 19.5 The Group’s financial position as at 31 December 2010 continued to remain strong with total assets of RM42.1 billion, an increase of 18.2% compared with RM35.6 billion as at 31 December 2009. 22.0 The Group achieved PBT of RM521.9 million, a commendable 22.8% rise for the year ended 31 December 2010, compared to RM425.1 million in 2009. The Group’s PAT also rose by 20% to RM381.2 million for the year ended 31 December 2010. 26.0 The Group’s EPS for the financial year ended 31 December 2010 stood at 26.5 sen, compared to 22.1 sen the year before. 2006 Total shareholders’ equity of the Group increased by 11.7% to RM3.3 billion from RM3.0 billion the year before. Annual Report 2010 24 CORPORATE DIARY AFFINBANK takes part in the DSA 2010 Exhibition for the first time as the Official Bank. AFFINBANK contributes RM5,000 to the Malam Wartawan Malaysia 2010, to appreciate and strengthen network with the media. 8 April 2010 8 April 2010 AFFINBANK shows support for the 14th Malaysian Banking Summit 2010. 27 May 2010 Launching ceremony of the Integrated Community Centre at Bukit Kenau, Mukim Pulau Manis, Pekan, Pahang, where 50 homes valued at RM1.8 million were built for the purpose of eradicating hardcore poor. 16 July 2010 AFFINBANK sponsors RM160,000 for the Hari Pahlawan 2010 campaign. AFFINBANK runs for a good cause at The Edge-Bursa Malaysia Kuala Lumpur Rat Race. 19 July 2010 3 August 2010 25 AFFIN BANK BERHAD (25046-T) CORPORATE DIARY (continued) AFFINBANK continues its tradition to contribute cash and in-kind worth RM100,000 to the Armed Forces personnel serving overseas, in the spirit of Ramadhan month. AFFINBANK hosts a breaking of fast for 130 orphans and 30 Muslim converts from around Klang Valley. 20 October 2010 16 August 2010 AFFINBANK contributed its internal AFFINBANKers Pakistan Flood Relief Fund, in light of the tragedy in Pakistan. AFFINBANK supports the Karnival Perpaduan 1 Malaysia while promoting its latest financial products and services. 6 October 2010 14 November 2010 AFFINBANK demonstrates its role as a caring organisation through community service for the Selangor and Federal Territory Association for the Mentally Handicapped. AFFINBANK and MAHSA University College enters into a loan facility agreement of RM324 million. 30 November 2010 20 November 2010 Annual Report 2010 26 STATEMENT OF CORPORATE GOVERNANCE The Board of Directors of AFFINBANK (“Board”) and Management appreciate the importance of adopting high standards of Corporate Governance in all areas of its business towards enhancing business prosperity and corporate accountability with the ultimate objective of safeguarding the interest of shareholder’s value. The Board and Management are fully committed and constantly strive to ensure that the principles of the Malaysian Code on Corporate Governance (“Code”) and Bank Negara Malaysia (BNM) Guidelines on Corporate Governance for Licensed Institutions (Revised BNM/GP1) are adopted and practised throughout the group. This is important so as to ensure that AFFINBANK is managed safely and soundly where risks and business prudence are appropriately balanced so as to maximize shareholder’s return and protect the interests of all stakeholders. It also enable the shareholder of AFFINBANK and the public to access and determine the standards of Corporate Governance. Throughout 2010 and to date, AFFINBANK continues to conduct its business with integrity and exercise a high level of transparency and objectivity. The Board and Management are fully committed in ensuring employees adhere closely to BNM’s Guidelines (BNM/GP7) on Code of Ethics (“COE”), which aims at instilling the five values namely discipline, integrity, humility, caring and creativity in AFFINBANK and its employees. The Board and Management set high ethical business standards and practices for business conduct and the code of behaviour for employees to adhere to. In addition to the COE, all Directors are also required to observe the Directors’ COE. Responsibility for implementation of these policies and guidelines rests primarily with Management, with oversight by the Audit & Examination Committee. Good Corporate Governance is the foundation of the culture and business practices of AFFINBANK. The following statements set out the commitment of AFFINBANK in applying good Corporate Governance principles and the extent of compliance with the recommended best practices. 1. Board of Directors The Board is committed in establishing and enhancing shareholder’s value in the long term. The Board is pleased to report that the Board has to its best efforts and knowledge, complied with the principles and best practices of the Code throughout the financial year under review. `The Board of AFFINBANK has a balance composition with a strong independent element. It consists of representatives from the private sectors with suitable qualifications fulfilling the fit and proper criteria as required by BNM/GP1, a mixture of different skills, competencies, experience and personalities. Directors’ profiles which appear on pages 9 to 12 reflect clearly the depth and diversity in expertise and perspective they have to lead AFFINBANK as well as allow for an independent and objective analysis of major issues. Board’s Responsibilities The Board acknowledges their roles and responsibilities for the overall performance of AFFINBANK. These will ensure the Board functions objectively, independently and effectively. The Board’s responsibilities remain within the framework of BNM Guidelines. The Board also exercises great care to ensure that high ethical standards are upheld, and that the interests of stakeholders are not compromised. These include responsibility for determining AFFINBANK’s general policies and strategies for the short, medium and long term, approving business plans, including targets and budgets, and approving major strategic decisions. The terms of reference of the Board Committees disclosed on page 37 of this Annual Report provide an outline of its role and functions. In carrying out its functions, the Board has delegated specific responsibilities to other Board Committees, which operated under approved terms of reference, to assist the Board in discharging their duties. The Chairmen of the various Committees report on the outcome of their Committee meetings to the Board and any further deliberation is made at Board level, if required. These reports and deliberations are incorporated into the Minutes of the Board meetings. The various Committee are listed below Board Remuneration Committee (“BRC”) * The BRC is responsible for providing a formal and transparent procedure for developing the remuneration policy for Directors, Managing Director/Chief Executive Officer and key senior management officers and ensuring that compensation is competitive and consistent with AFFINBANK’s culture, objectives and strategy. The Committee obtains advice from experts in compensation and benefits, both internally and externally. 27 AFFIN BANK BERHAD (25046-T) STATEMENT OF CORPORATE GOVERNANCE (continued) Board Nominating Committee (“BNC”) * The BNC is responsible for providing a formal and transparent procedure for the appointment of Directors and Managing Director/Chief Executive Officer, assessing the effectiveness of individual Director, the Board as a whole and the performance of the Managing Director/Chief Executive Officer and key senior management personnel. Board Risk Management Committee (“BRMC”) * The BRMC is responsible for overseeing management’s activities in managing credit, market, liquidity, operational, legal and other risks and to ensure that the risk management process is in place and functioning. Board Loan Review and Recovery Committee (“BLRRC”) * The BLRRC is responsible in providing critical review of loans and other credit facilities with higher risk implications, after due process of checking, analysis, review and recommendation by the Credit Risk Management function, and if found necessary, exercise the power to veto loan applications that have been approved by the Group Management Loan Committee. Audit & Examination Committee (“AEC”) * The AEC is responsible for providing oversight on reviewing the adequacy and integrity of the internal control systems and oversees the work of the internal and external auditors. Board Composition and Balance The Board composition is in compliance with the Revised BNM/GP1. The Board consist of nine (9) Directors and two (2) alternate Directors comprising one (1) Executive Director and eight (8) Non-Executive Directors, of whom three (3) are Independent NonExecutive Directors and five (5) are Non-Independent Non-Executive Directors. All Directors have met the criteria set by the BNM guidelines. Board meetings are presided by a Non-Independent Non-Executive Chairman whose role is clearly separated from the role of the Managing Director/Chief Executive Officer. The Chairman is responsible for ensuring the effectiveness and smooth functioning of the Board, the governance structure, independence and inculcate a positive culture in the Board. The Board comprises Directors who, as a group, provides a mixture of core competencies such as finance, accounting, business, management, marketing, information technology and investment management, which are essential for the effective functioning and discharging of responsibilities by the Board. The Managing Director/Chief Executive Officer is responsible for the overall day-to-day business affairs of AFFINBANK while providing strong leadership in the implementation of Board decisions. The composition of the Board is further balanced by the presence of Independent Non-Executive Directors. Although all the Directors have an equal responsibility for the Group’s business directions and operations, the role of these Independent NonExecutive Directors are particularly important in ensuring that the strategies proposed by the management are fully discussed and evaluated, having considered the long term interests of AFFINBANK’s objectives. No individual or small group of individuals dominate the Board’s decision making process. Independence and Conflict of Interest It is the Directors’ responsibility to declare whether they have a potential or actual interest in any transaction of AFFINBANK. Where issues involve conflict of interest, the interested Directors abstain from discussing or voting on the matter. Appointments and Re-election to the Board In 2010, BNM approved the reappointment of one (1) of Non-Independent Non-Executive Director. In accordance with the Company’s Memorandum and Articles of Association, one-third (1/3) of the Directors, or, if their number is not three (3) or a multiple of three (3), the number nearest to one-third (1/3), shall retire from office at each Annual General Meeting and they may offer themselves for re-election. Annual Report 2010 28 STATEMENT OF CORPORATE GOVERNANCE (continued) Directors’ Training In accordance with the Code, all newly appointed Non-Executive Directors are furnished by AFFINBANK with copies of the BNM Guidelines, the Banking and Financial Institutions Act 1989, the Green Book and other relevant legislation governing the banking industry to facilitate their understanding of banking business requirements. All Directors have attended various training programmes organised internally as well as externally by the relevant authorities such as BNM, Securities Commission (“SC”) and Companies Commission of Malaysia (“CCM”). In addition, the members of the Board keep abreast with the relevant developments in business, banking and finance industry as well as new regulatory requirements on a continuous basis via various conferences, seminars and training programmes organised within the Group and by other external organizers. The development and training programmes attended by the Directors during the year ended 31 December 2010 are set out below. Director Course Title Trainer/Organiser Date YBhg. Jen Tan Sri Dato’ Seri Ismail bin Haji Omar (Bersara) 1. World Islamic Economic Forum - Gearing for Economic Resurgence World Islamic Economic Forum Foundation 19 May 2010 2. Invitation to Launch of Performance Pays - the Report on Non -Executive Directors Remuneration BNM, FIDE 28 June 2010 3. Islamic Banking Training Affin Holdings Berhad 1 July 2010 4. 2nd Annual Corporate Governance Summit 2010 - Truth, Lies and Corporate Governance Asian World Summit & Federation of Public Listed Company & Malaysian Institute of Corporate Governance 6 & 7 July 2010 5. Briefing on Financial Reporting Standards (FRS) Goods and Service Tax (GST) Affin Holdings Berhad 8 July 2010 6. Briefing by PwC on Performance Pays: A study of financial institutions Directors’ Remuneration Affin Holdings Berhad 20 August 2010 7. The Financial Industry Conference 2010 BNM 3 November 2010 29 AFFIN BANK BERHAD (25046-T) STATEMENT OF CORPORATE GOVERNANCE (continued) Director Course Title Trainer/Organiser Date YBhg. Dato’ Zulkiflee Abbas bin Abdul Hamid 1. Invitation to Launch of Performance Pays - the Report on Non-Executive Directors Remuneration, BNM, FIDE 28 June 2010 2. Islamic Banking Training Affin Holdings Berhad 1 July 2010 3. 2nd Annual Corporate Governance Summit 2010 - Truth, Lies and Corporate Governance Asian World Summit & Federation of Public Listed Company & Malaysian Institute of Corporate Governance 6 & 7 July 2010 4. FIDE Programme for Directors (Group 17) The Financial Institutions Directors’ Education (FIDE) 19 & 20 July 2010 2 & 3 August 2010 20 & 21 September 2010 18 & 19 October 2010 5. Briefing by PwC on Performance Pays: A study of financial institutions Directors’ Remuneration Affin Holdings Berhad 20 August 2010 6. The Financial Industry Conference 2010 BNM 3 Nov. 2010 1. FIDE Directors’ Compensation Study: Focus Group workshop BNM, FIDE 8 Feb. 2010 2. Strategic Islamic Finance PNB Investment Institute Sdn Bhd 16 June 2010 3. Invitation to Launch of Performance Pays - the Report on Non-Executive Directors Remuneration, BNM, FIDE 28 June 2010 4. 2nd Annual Corporate Governance Summit 2010 - Truth, Lies and Corporate Governance Asian World Summit & Federation of Public Listed Company & Malaysian Institute of Corporate Governance 6 & 7 July 2010 5. Briefing on Financial Reporting Standards (FRS) Goods and Service Tax (GST) Affin Holdings Berhad 8 July 2010 YM. Dr. Raja Abdul Malek bin Raja Jallaludin Annual Report 2010 30 STATEMENT OF CORPORATE GOVERNANCE (continued) Director Course Title Trainer/Organiser Date Dr. Raja Abdul Malek bin Raja Jallaludin 6. Briefing by PwC on Performance Pays: A study of financial institutions Directors’ Remuneration Affin Holdings Berhad 20 August 2010 7. Regulatory Framework And Directors Duties 2010 Malaysian Institute of Corporate Governance (MICG) 24 November 2010 1. Hi-Tea Talk by YBhg Dr. Abbas Mirakhor AIBIM 8 June 2010 2. Invitation to Launch of Performance Pays the Report on Non-Executive Directors Remuneration BNM, FIDE 28 June 2010 3. Islamic Banking Training Affin Holdings Berhad 1 July 2010 4. 2nd Annual Corporate Governance Summit 2010 - Truth, Lies and Corporate Governance Asian World Summit & Federation of Public Listed Company & Malaysian Institute of Corporate Governance 6 & 7 July 2010 5. Briefing on Financial Reporting Standards (FRS) Goods and Service Tax (GST) Affin Holdings Berhad 8 July 2010 1. Managing Risks in Mortgage Financing BNM-Cagamas 13 January 2010 2. Hi-Tea Talk by Ybhg Dr. Abbas Mirakhor AIBIM 8 June 2010 3. Board Risk Management Committee Programme BNM, FIDE 21 & 22 June 2010 4. Invitation to Launch of Performance Pays the Report on Non-Executive Directors Remuneration BNM, FIDE 28 June 2010 5. Islamic Banking Training Affin Holdings Berhad 1 July 2010 6. Briefing by PwC on Performance Pays: A study of financial institutions Directors’ Remuneration Affin Holdings Berhad 20 August 2010 YBhg. Laksamana Madya Tan Sri Dato’ Seri Ahmad Ramli bin Mohd Nor (Bersara) YBhg. Dato’ Sri Abdul Aziz Abdul Rahman 31 AFFIN BANK BERHAD (25046-T) STATEMENT OF CORPORATE GOVERNANCE (continued) Director Course Title Trainer/Organiser Date Mr. Aubrey Li Kwok-Sing & Mr. Brian Li Man-Bun (Alternate director to Mr. Aubrey Li) 1. FIDE Programme for Directors (Group 15) The Financial Institutions Directors’ Education (FIDE) 12 & 13 April 2010 10 &11 May 2010 17 & 18 Jun 2010 15 & 16 April 2010 Mr. Stephen Charles Li & Mr. Eric Koh Tong Hau (Alternate Director To Mr. Stephen Charles Li) 1. FIDE Programme for Directors (Group 15) The Financial Institutions Directors’ Education (FIDE) 12 & 13 Apr 2010 10 &11 May 2010 7 & 8 December 2009 15 & 16 April 2010 2. Invitation to Launch of Performance Pays the Report on Non-Executive Directors Remuneration, BNM, FIDE 28 June 2010 3. Islamic Banking Training Affin Holdings Berhad 1 July 2010 1. Managing Risks in Mortgage Financing BNM-Cagamas 13 Jan 2010 2. Building Audit Committee for Tomorrow BNM, FIDE 17 & 18 May 2010 3. Board Risk Management Committee Programme BNM, FIDE 21 & 22 June 2010 4. Invitation to Launch of Performance Pays the Report on Non-Executive Directors Remuneration BNM, FIDE 28 June 2010 5. Briefing on Financial Reporting Standards (FRS) Goods and Service Tax (GST) Affin Holdings Berhad 8 July 2010 6. The Financial Industry Conference 2010 BNM 3 November 2010 7. Regulatory Framework And Directors Duties 2010 Malaysian Institute of Corporate Governance (MICG) 24 November 2010 En. Mohd Suffian bin Haji Haron Annual Report 2010 32 STATEMENT OF CORPORATE GOVERNANCE (continued) Meeting and Supply of Information to the Board Board meetings for each financial year are scheduled in advance before the end of each financial year so as to enable the Directors to plan accordingly and fit the year’s Board meetings into their respective schedules. The Board meets on a scheduled basis at least twelve (12) times a year. Additional meetings are convened when necessary to review progress reports on AFFINBANK’s financial performance, approve strategies, business plans and significant policies as well as to consider business and other proposals which require the Boards’ approval. For Financial year ended 31 December 2010, 18 Board meetings were held. Meetings are usually held at the Bank’s Board Room at 19th Floor, Menara Affin, 80 Jalan Raja Chulan, 50200 Kuala Lumpur. Board meetings are conducted in accordance to a structured agenda. Board Members are provided with the structured agenda together with the relevant proposals documents and information in a form and of a quality appropriate in advance of each Board meeting. This is to facilitate the Directors to peruse the Board papers and seek clarifications that may require from the Management or the Company Secretary well ahead of the meeting date. Urgent papers may be presented for tabling at the Board meetings under supplemental agenda. The Board monitors AFFINBANK’s performance by reviewing the monthly Management Report, which provides a comprehensive review and analysis of AFFINBANK’s operation and financial issues. In addition, the Minutes of the various Board Committees and Management Committee meetings and other issues are also tabled and considered by the Board. Procedures are in place for Directors to seek independent professional advice at AFFINBANK’s expense. AFFINBANK also provides the Board with assistance and their full access to necessary materials and relevant information and the advice and services of the Company Secretary in order to fulfill their duties and specific responsibilities. 2. Directors’ Remuneration Composition AFFINBANK acknowledges the importance of attracting and retaining the right calibre of Directors with the necessary skills, qualifications and experience for effective Board oversight of AFFINBANK’s business activities and affairs. The make-up of the Managing Director/Chief Executive Officer’s remuneration remained unchanged consisting of salary, allowances, bonus and other customary benefits as appropriate. Any salary review, takes into account market rates and the performance of the individual and of AFFINBANK. Non-executive Directors’ emoluments consist of three components - an annual fee as a Board member which is subject to the approval of the shareholder, an allowance for attendance of meetings and a Committee fee. A revision of Director’s fee was effected in 2010. The Directors’ fees and allowances are those recommended by the Board and in line with Affin Holdings Group of companies. Directors’ emoluments are disclosed in the relevant note to the financial statements as an aggregate sum, in conformance to the Affin Holdings relevant legislation. Shareholder AFFINBANK is a wholly owned subsidiary of Affin Holdings Berhad, a company listed on Bursa Malaysia. Annual General Meeting (“AGM”) The Annual Report and financial statements for year ended December 2009 were tabled at the 34th AGM on 24 March 2010. Likewise the Annual Report and financial statements for year ended December 2010 was tabled at the 35th AGM on 15 March 2011. 33 AFFIN BANK BERHAD (25046-T) STATEMENT OF CORPORATE GOVERNANCE (continued) 3. Accountability and Audit Financial Reporting AFFINBANK continues to subscribe to the philosophy of transparent, fair, reliable and easily understandable reporting to shareholder. The Board upholds its responsibility by regularly providing updates on AFFINBANK’s performance through quarterly announcements, ad hoc press conferences, and briefings to the media throughout 2010. The Board acknowledges and accepts full responsibility for the financial information contained in this Annual Report and by which it means to provide a balanced, clear and meaningful assessment of its financial position and prospects as presented here in this Annual Report and all other reports to the stakeholders, regulatory authorities and public. Statement of Directors’ Responsibility for Preparing the Financial Statement The Board is confident that the financial statements for the financial year ended 2010 give a true and fair view of the state of affairs, the results and cash flow of AFFINBANK and the Group for the financial year. The Board also strives to ensure that financial reporting presents a true and fair assessment of AFFINBANK’s position and prospects. There is reasonable assurance that AFFINBANK has maintained proper accounting records used and consistently applied appropriate accounting policies supported by reasonable and prudent judgments and estimates, and prepared the financial statements in accordance to the provision of the Companies Act 1965, approved accounting standards in Malaysia and BNM Guidelines. All published information on AFFINBANK is available at www.affinbank.com.my. Annual Report 2010 34 STATEMENT ON INTERNAL CONTROL INTERNAL CONTROL AFFINBANK has a well-established and fully operational risk management and internal control system. The Statement on Internal Control, which is set out in pages 34 through 36 of the Annual Report provides an overview on the risk management process/framework as well as on how the internal control system has been designed to manage risks and avert failures. AFFINBANK continues to enhance its system of internal control and risk management, in order to better quantify its compliance with the CODE. The Board has overall responsibility for maintaining the proper management and protection of AFFINBANK’s interests by ensuring effective implementation of the risk management policy and process, as well as adherence to a sound system of internal control, and by seeking regular assurance on their effectiveness. The Board also recognizes that risks cannot be eliminated completely. As such, the inherent system of internal control is designed to provide a reasonable though not absolute assurance against the risk of material errors, fraud or losses occurring. The Audit & Examination Committee has an oversight responsibility for the adequacy and integrity of the internal control system. Reliance is placed on the results of independent audits performed primarily by internal auditors, the outcome of statutory audits on financial statements conducted by external auditors and on representations by Management based on their control self-assessment of all areas of their responsibility. Minutes of Audit & Examination Committee meetings, which provide a summary of the proceedings, are circulated to Board members for notation and discussion. AFFINBANK has an established Internal Audit Division which reports functionally to the Audit Committee and administratively to the Managing Director/Chief Executive Officer. The division is responsible for conducting independent audits in accordance with the approved 2009 Internal Audit Plan. RELATIONSHIP WITH AUDITORS A professional and transparent relationship continues to exist between the Board/Audit & Examination Committee and the external auditors. The Audit Committee is authorized to communicate directly with both the external and internal auditors. A full Audit Committee report outlining its role in relation to the Auditors is set out in page 37. In addition, the external auditors meets with the Board at least once a year when the annual audited financial statements are presented to the Board. ASSURANCE The Board through the Audit & Examination Committee has satisfactorily performed its oversight role in ensuring there is a sound internal control system and regular review on the adequacy and integrity of the system. Assurance on the effectiveness of risk management, control and governance process is obtained from the Management and Auditors (internal and external). BNM auditors, internal auditors and external auditors conduct independent audits on AFFINBANK’s business operations, support activities and financial records and statements respectively to derive an opinion on the adequacy and integrity of AFFINBANK’s overall internal control framework. Finally, with the benefit of the above assurances and the external auditor’s comments incorporated in their audit report on the financial statements for the financial year ended December 2010, the Board is able to conclude that AFFINBANK conducts its business prudently and in line with good governance practices. 35 AFFIN BANK BERHAD (25046-T) STATEMENT ON INTERNAL CONTROL (continued) Responsibility The Board acknowledges overall responsibility for AFFINBANK Group’s system of internal controls and its effectiveness. The system of internal controls encompasses controls relating to financial, operational, risk management and compliance with applicable laws, regulations, policies and guidelines. However, the system of internal controls is designed to manage rather than eliminate the risks of failure to achieve the goals and objectives of the Group. Therefore, it can only provide a reasonable and not absolute assurance against material misstatement of management and financial information, or against financial losses or fraud. The Board has an established process for identifying, evaluating, managing and reporting on all significant risks that may impact the achievement of business goals and objectives of the Group. The system of internal controls is dynamic and updated from time to time to get the changes in regulatory guidelines and business environment. This process is regularly reviewed by the Board through its Board Risk Management Committee (BRMC) and Audit and Examination Committee (AEC). The Board is of the view that the system of internal controls in place for the year under review is sound and sufficient to safeguard the investment of the shareholders, the interest of the customers and regulators, and the assets of the Group. The management assists the Board in implementing the policies approved by the Board, implementing risk and control procedures, and developing, operating and monitoring internal controls to mitigate and control identified risks. Key Internal Control Processes The key processes put in place to assist the Board in reviewing the adequacy and integrity of the system of internal controls include the following: * Relevant Board committees are established with specific responsibilities delegated by the Board to deliberate on matters within the respective scope of responsibility. The committees are guided by written terms of reference and their minutes of meetings are tabled to the Board. * The BRMC assists the Board in its supervisory role concerning the overall management of risk in the Bank. It has responsibility fir reviewing and approving all risk management policies and risk management methodologies. BRMC also reviews guidelines and portfolio management reports including risk exposure information. * The Board Loan Review and Recovery Committee (BLRRC) critically reviews loans and other credit facilities with higher risk implications, after due process of checking, analysis, review and recommendation by Group Risk Management and if found necessary, exercise the power to veto loan applications that have been approved by the Group Management Loan Committee (GMLC). BLRRC also review the non performing loan reports presented by the Management. * Management Committee (MCM), comprising the senior management team, assists the Board in managing day-to-day operations and ensure its effectiveness. MCM formulates tactical plans and business strategies, monitors the Bank overall performance and ensures that the activities are in accordance with corporate objectives, strategies, policies and annual business plan and budget. * The Group Management Loan Committee (GMLC) is established within senior management to approve complex and larger loans and workout recovery proposals beyond the delegated authority of the concerned individual senior management personnel or the Bank. The other committees comprising senior management include Asset & Liability Management Committee (ALCO) which manages market and liquidity risks and Group Operational Risk Management Committee (GORMC) which manages operational risk. Annual Report 2010 36 STATEMENT ON INTERNAL CONTROL (continued) * A detailed budgeting process is in place with annual business plans and budgets prepared by the business divisions, reviewed by the MCM and approved by the Board. The actual business performances are monitored against the approved targets and budgets of each business division by MCM on a monthly basis. * The business plan is supported by an annual credit plan, prepared by Group Risk Management and approved by BRMC. The credit plan sets out the prevailing risk appetite and provides credit strategies and lending guidelines for the development and management of new and existing customer relationships. * Policies and procedures for key processes are documented and regularly updated to ensure relevance and compliance with internal controls, directives, laws and regulations. To enhance risk culture and awareness, road shows are undertaken by Group Risk Management across the Bank. * Proper guidelines for the hiring and termination of employees, staff training programs and performance appraisals are established and other relevant procedures in place to ensure staff are adequately trained and equipped to carry out their responsibilities competently. * An integrated risk management framework is in place. The risk management function operates in an independent capacity and is a part of the Bank’s senior management structure which works closely as a team in managing risks to enhance stakeholders’ value. Its responsibilities extend to cover market, liquidity, credit and operational risks. The risk management function reports to BRMC. 37 AFFIN BANK BERHAD (25046-T) AUDIT AND EXAMINATION COMMITTEE AUDIT AND EXAMINATION COMMITTEE (AEC) 01. YBhg. Dato’ Sri Abdul Aziz bin Abdul Rahman AEC Chairman 02. YM. Dr. Raja Abdul Malek bin Raja Jallaludin Member 03. YBhg. Tan Sri Mohamed Jawhar bin Hassan Member Representative from Affin Islamic Bank Berhad 01 02 03 TERMS OF REFERENCE OF THE AUDIT AND EXAMINATION COMMITTEE Size and Composition The Committee shall consist of at least three (3) members but not more than five (5) members, appointed by the Board from amongst the non-executive Directors of the Bank. Meetings Meetings shall be held at a frequency to be decided by the Audit and Examination Committee. At the request of the Group Internal Auditors, the Chairman shall convene a meeting to consider any matters that they may wish to bring to the attention of the Directors or shareholders. A quorum shall consist of at least two (2) members. The Group Chief Internal Auditor shall be the Secretary to the Audit and Examination Committee. Authority The Committee shall have unlimited access to all records, information and documents relevant to its activities, to the Group Internal and External Auditors and to senior management of the Bank and its subsidiaries. The Group Internal and External Auditors shall have free access to the Audit and Examination Committee and be allowed to attend and to be heard at the Committee meetings. The Committee is authorised by the Board to obtain outside and independent professional advice as and when it is considered necessary. Annual Report 2010 38 AUDIT AND EXAMINATION COMMITTEE (continued) Duties and Responsibilities The duties and responsibilities of the Audit and Examination Committee are: 1. To review AFFINBANK’s financial statements and to ensure compliance with disclosure requirements and any adjustments as suggested by the External Auditors, prior to submission to the Board. 2. To review the reports of the Group Internal Auditor, the External Auditors, Bank Negara Malaysia examiners or any other relevant parties and decide on actions to be taken on relevant issues raised in the reports. 3. To review with the External Auditors the scope of their audit plan, the system of internal accounting controls, the audit reports, the assistance given by the management and its staff to the auditors, and any findings and action to be taken. 4. To make recommendation to the Board on the appointment of External Auditors. 5. To review the effectiveness and performance of the Group Internal Audit functions from time to time. 6. To review and approve the annual audit plan and budget for Group Internal Audit, which sets out the audit objectives, auditable areas, scope of coverage, frequency of audit and duration of each audit assignment. 7. To ensure that Group Internal Audit has adequate resources and support services to carry out its functions. 8. To review the overall performance of the Group Chief Internal Auditor, including the remuneration package. 9. To review any significant related party transactions that may arise within the Bank’s group or associate companies and report to the Board any areas of concern. 10. To escalate to the Board via minutes of meetings or special reports on any exception identified. 11. To carry out such other responsibilities as may be delegated by the Board from time to time. 39 AFFIN BANK BERHAD (25046-T) NETWORK OF BRANCHES JOHOR 1. 2. Ayer Hitam No. 765, Jalan Batu Pahat, 86100 Ayer Hitam, Johor. Tel : 07-758 1100 / 1616 Fax : 07-758 1001 7. Muar 1 Jalan Petrie, 84000 Muar, Johor. Tel : 06-953 2384/ 3753/ 9795 Fax : 06-953 3489 8. Permas Jaya 23 & 25, Jalan Permas 10/2, Bandar Baru Permas Jaya, 81750 Johor Bahru, Johor. Tel : 07-386 3703/ 3857/ 3904 Fax : 07-386 5061 Batu Pahat 3 & 4, Jalan Merah, Taman Bukit Pasir, 83000 Batu Pahat, Johor. Tel : 07-433 4210 / 4213 Fax : 07-433 3246 9. 3. 4. 5. 6. Johor Bahru M1-23 & M2-29, Johor Bahru City Square, 106-108, Jalan Wong Ah Fook, 80000 Johor Bahru, Johor. Tel : 07-221 2403/ 2419/ 2440/ 2446 Fax : 07-221 2462 Johor Jaya 130 & 132, Jalan Ros Merah 2/17, Taman Johor Jaya, 81100 Johor Bahru, Johor. Direct Line Branch Manager : 07-355 5115 Direct Line Manager Branch Services : 07- 351 8605 Tel : 07-351 8602/ 8603/ 8596 Fax : 07-351 4122 10. Tampoi 49 & 51, Jalan Sri Perkasa 2/1, Taman Tampoi Utara, 81200 Tampoi, Johor Bahru, Johor. Tel : 07-241 4946/ 4948/ 4951 Fax : 07-241 4953 Langkawi 149-151, Persiaran Bunga Raya, Langkawi Mall, 07000 Kuah, Langkawi, Kedah. Tel : 04-966 4426/ 4427/ 4510 Fax : 04-966 4717 3. Sungai Petani 23E & 23F, Jalan Kampung Baru, 08000 Sungai Petani, Kedah. Tel : 04-421 1808/ 422 0831/ 423 0684/ 423 0680 Fax : 04-422 6675 KELANTAN 1. Jeli No. A1 & A2, Blok A, Bandar Baru Bukit Bunga, 11700 Bukit Bunga, Tanah Merah, Kelantan. Tel : 09-946 8955/ 8952 Fax : 09-946 8954 2. Kota Bharu 13788H & 3788I, Seksyen 13, Jalan Sultan Ibrahim, 15050 Kota Bharu, Kelantan. Tel : 09-744 5688/ 5582/ 743 8653 Fax : 09-744 2202 JOHOR (AFFIN ISLAMIC) 1. Kluang 503, Jalan Mersing, 86000 Kluang, Johor. DL Branch Manager : 07-774 1359 Tel : 07-772 4736/ 4750/ 4758 Fax : 07-772 4486 Kulai 13 & 14, Jalan Raya, Taman Sri Kulai Baru, Batu 21, 81000 Kulai, Johor. Tel : 07-663 9799/ 9802/ 9803 Fax : 07-663 9800 Segamat No. 1, Ground Floor, Jalan Nagasari 23, Bandar Segamat Baru, 85000 Segamat, Johor. Tel : 07-943 1378/ 1428/ 1432 Fax : 07-943 1373 3. Taman Molek No. 23, 23-01, 23-02, Jalan Molek 1/29, Taman Molek, 81100 Johor Bahru, Johor. Tel : 07-351 9522 (3 lines) Direct Line : 07-357 8522 Fax : 07-357 9522 (Operations) Fax : 07-358 4355 (House Financing) MELAKA 1. Bukit Baru No. 7 & 8, Jalan DR1, Delima Point, Taman Delima Raya, 75150 Melaka. Tel : 06-232 1386/ 1390/ 1395 Fax : 06-232 1579 2. Melaka Raya 200 & 201, Taman Melaka Raya, Off Jalan Parameswara, 75000 Melaka. Tel : 06-283 5500/ 5501/ 5502 Fax : 06-284 6618 KEDAH 1. Alor Setar No. 147 & 148, Susuran Sultan Abdul Hamid 8, Kompleks Sultan Abdul Hamid, Fasa 2 Persiaran Sultan Abdul Hamid, 05050 Alor Setar, Kedah. Tel : 04-772 1477 Fax : 04-771 4796 Annual Report 2010 40 NETWORK OF BRANCHES (continued) NEGERI SEMBILAN PERAK PERLIS 1. Nilai 5733 & 5734, Jalan TS 2/1, Taman Semarak Phase II, 71800 Nilai, Negeri Sembilan. Tel : 06-799 4114/ 5836/ 5837 Fax : 06-799 5115 1. 1. 2. Port Dickson 3 & 4, Jalan Mahajaya, P.D. Centre Point, 71000 Port Dickson, Negeri Sembilan. Tel : 06-647 3950/ 3951/ 3955 Fax : 06-647 4776 Ipoh No. 1 & 3, Ground & First Floor, Persiaran Greentown 9, Greentown Business Centre, 30450 Ipoh, Perak. Tel : 05-255 0980/ 0987 Fax : 05-255 0976 2. Ipoh Garden No. 27A-27A1, Jalan Sultan Azlan Shah Utara, 31400 Ipoh, Perak. Tel : 05-549 7277/ 7266 Fax : 05-549 7299 1. Bayan Baru 124 & 126, Jalan Mayang Pasir, Taman Sri Tunas, 11950 Bayan Baru, Pulau Pinang. Tel : 04-644 7593/ 643 3815/ 644 4171 Fax : 04-645 2709 3. Lumut Tingkat Bawah, Kompleks Mutiara Armada, Jalan Nakhoda, Pengkalan TLDM, 32100 Lumut, Perak. Tel : 05-683 5051/ 5066 Fax : 05-683 5579 2. Butterworth 55-57, Jalan Selat, Taman Selat, P.O.Box 165, Off Jalan Bagan Luar, 12000 Butterworth, Pulau Pinang. Tel : 04-333 1372/ 3177 Fax : 04-332 3299 3. Fettes Park 98-G-32, Jalan Fettes, Prima Tanjung Business Centre, Tanjung Tokong, 11200 Pulau Pinang. Tel : 04-899 9069 Fax : 04-899 0767 4. Jalan Macalister No. 104C, 104D & 104E, Jalan Macalister, 10400 Pulau Pinang. Tel : 04-229 1495 Fax : 04-226 1530 5. Kepala Batas Lot 1317 & 1318, Lorong Malinja, Taman Sepakat, Off Jalan Butterworth, 13200 Kepala Batas, Seberang Prai Utara, Pulau Pinang. Tel : 04-575 1824/ 1853/ 1902 Fax : 04-575 1975 3. Seremban No. 175, Jalan Dato' Bandar Tunggal, 70000 Seremban, Negeri Sembilan. Tel : 06-762 9651/ 9652/ 9653 Fax : 06-763 6125 PAHANG 1. 2. 3. 4. Jengka Nadi Kota, 26400 Bandar Jengka, Pahang. Tel : 09-466 2233/ 2253 Fax : 09-466 2422 Kuantan 1, Jalan Tun Ismail, P.O.Box 354, 25740 Kuantan, Pahang. Tel : 09-515 7146/ 7166/ 7642/ 7520 Fax : 09-513 4027 Mentakab 70, Jalan Temerloh, 28400 Mentakab, Pahang. Tel : 09-278 4487/ 277 2969 Fax : 09-277 6654 Temerloh 9, Ground Floor, Jalan Ahmad Shah, 28000 Temerloh, Pahang. Tel : 09-296 8811 Fax : 09-296 8800 4. 5. 6. Sitiawan No. 11 & 12, Taman Sitiawan 1, Jalan Lumut, 32000 Sitiawan, Perak. Tel : 05-692 8401/ 691 7516 Fax : 05-691 7339 Taiping No. 40 & 42, Jalan Tupai, 34000 Taiping, Perak. Tel : 05-806 6816 Fax : 05-808 0432 Teluk Intan 11, Medan Sri Intan, Jalan Sekolah, 36000 Teluk Intan, Perak. Tel : 05-621 0130/ 0131/ 0133 Fax : 05-621 0128 Kangar A2, Taman Pengkalan Asam, Jalan Alor Setar-Kangar, 01000 Kangar, Perlis. Tel : 04-977 8669/ 8670/ 8672 Fax : 04-977 8566 PULAU PINANG 41 AFFIN BANK BERHAD (25046-T) NETWORK OF BRANCHES (continued) 6. 7. 8. Prai No. 2, Tingkat Kikik 7, Taman Inderawasi, 13600 Pulau Pinang. Tel : 04-399 3900/ 397 8535/ 397 8543 Fax : 04-397 9243 3. Seberang Jaya No. 10, Jalan Todak Satu, Pusat Bandar Seberang Jaya, 13700 Prai, Pulau Pinang. Tel : 04-399 5881 Fax : 04-399 2881 4. Wisma Pelaut 1A, Light Street, Wisma Pelaut, 10200 Pulau Pinang. Tel : 04-263 6633/ 2121/ 4373/ 261 2494 Fax : 04-261 9801 Juru Auto-City No. 1813A, Jalan Perusahaan, Auto-City, North-South Highway, Juru Interchange, 13600 Prai, Pulau Pinang. Tel : 04-507 7422/ 7522/ 3522 (Pilot) Direct Line : 04-507 1522 Fax : 04-507 6522/ 0522 1. Bintulu Sub Lot 13, Off Lot 3299, Parkcity Commerce Square, 97000 Bintulu, Sarawak. Tel : 086-314 248/ 249/ 261 Fax : 086-314 206 2. Kuching Lot 247 & 248, Section 49, KTLD, Jalan Tuanku Abdul Rahman, 93100 Kuching, Sarawak. Tel : 082-245 888/ 256 896/ 422 909/ 589/ 598 Fax : 082-257 366 SABAH 1. Jalan Gaya, Kota Kinabalu No. 86, Jalan Gaya, 88000 Kota Kinabalu, Sabah. Tel : 088-230 213 / 233 232 Fax : 088-212 476/ 088-265 430 2. Sadong Jaya Complex, Kota Kinabalu Lot 19 & 20, Block K, Sadong Jaya Complex, Jalan Ikan Juara 3, Karamunsing, 88300 Kota Kinabalu, Sabah. Tel : 088-264 410/ 413/ 261 515 Fax : 088-261 414 Tawau TB 281, 282 & 283, Jalan Haji Karim, Town Extension II, P.O. Box 630, 91008 Tawau, Sabah. Tel : 089-778 197/ 198 Fax : 089-762 199 SELANGOR 1. Ampang Jaya No. 11 & 11A, Jalan Mamanda 7/1, Ampang Point, 68000 Ampang, Selangor. Tel : 03-4257 6802/ 6804 Fax : 03-4257 8636 2. Ampang New Village 49-G, Jalan Wawasan Ampang 2/1, Bandar Baru Ampang, 68000 Ampang, Selangor. Tel : 03-4296 2210/ 2311 Fax : 03-4296 2206 3. Jalan Meru, Klang No. 40, Pelangi Avenue, Jalan Kelicap 42A/KU1, Klang Bandar Di Raja, 41050 Klang, Selangor. Tel : 03-3341 5237 Fax : 03-3341 5427 4. Kajang 2 & 3, Jalan Saga, Taman Sri Saga, Off Jalan Sg. Chua, 43000 Kajang, Selangor. Tel : 03-8737 7435/ 7436/ 7437 Fax : 03-8737 7433 5. Kelana Jaya 101, Block C, Menara Glomac, Kelana Business Centre 97, Jalan SS7/2, 47301 Kelana Jaya, Petaling Jaya, Selangor. Tel : 03-7625 2111/ 7806 1749 Fax : 03-7806 1759 6. Kepong 6, Jalan 54, Desa Jaya, 52100 Kepong, Selangor. Tel : 03-6276 4942/ 4943/ 4946 Fax : 03-6276 6375 SARAWAK PULAU PINANG (AFFIN ISLAMIC) 1. Sandakan Lot No. 163 & 164, Block 18, Jalan Prima Square, Batu 4, Jalan Utara, 90000 Sandakan, Sabah. Tel : 089-212 752/ 212 753 Fax : 089-212 644 3. 4. Miri Lot 2387 & 2388, Block A4, Jalan Boulevard 1A, Boulevard Commercial Center, KM 3, Jalan Miri-Pujut, 98000 Miri, Sarawak. Tel : 085-437 442/ 443/ 445 Fax : 085-437 297 Sibu No. 91 & 93, Jalan Kampung Nyabor, 96000 Sibu, Sarawak. Tel : 084-325 926/ 943/ 340 929 Fax : 084-325 960 Annual Report 2010 42 NETWORK OF BRANCHES (continued) 7. 8. 9. Kinrara No. 1, Jalan TK1/11A, Taman Kinrara, Section 1, Batu 7 1/2, Jalan Puchong, 47100 Puchong, Selangor. Direct Line : 03-8070 5682 Tel : 03-8070 3403 Fax : 03-8075 8159 Klang Utara No. 29 & 31, Jalan Tiara 3, Bandar Baru Klang, 41150 Klang, Selangor. Tel : 03-3342 1585/ 1597/ 1602/ 1669 Fax : 03-3342 1719 Kompleks PKNS Lot G17-20, Ground Floor, Kompleks PKNS, 40000 Shah Alam, Selangor. Tel : 03-5510 5200/ 6990/ 0523 Fax : 03-5510 8200 10. Kota Warisan No. 48, Jalan Warisan Megah, 43900 Sepang, Selangor. Tel : 03-8706 6300 Fax : 03-8706 6599 11. PJ State No. 38 & 40, Jalan Yong Shook Lin, 46050 Petaling Jaya, Selangor. Tel: 03-7955 0032/ 7956 0022 (HPC) Fax: 03-7954 0012/ 7956 0022 (HPC) 12. Port Klang No. 1, Jalan Berangan, 42000 Port Klang, Selangor. Tel : 03-3168 8366/ 3167/ 7346 Fax : 03-3167 2784/ 6432 13. Puchong No. 16 & 18, Jalan Bandar 3, Pusat Bandar Puchong, 47100 Puchong, Selangor. Tel : 03-5882 2880/ 2810/ 2816/ 2817 Fax : 03-5882 2881 14. Rawang No. 33G & 35G, Jln 1B, Fortune Avenue, 48000 Rawang, Selangor. Tel : 03-6091 3322/ 3311/ 2394/ 2396 Fax : 03-6091 3344 15. Sea Park 20-22, Jalan 21/12, Sea Park, 46300 Petaling Jaya, Selangor. Tel : 03-7875 6514/ 6255/ 6461 Fax : 03-7876 6020 16. Seri Kembangan 36, Jalan PSK 3, Pusat Perdagangan Seri Kembangan, 43300 Seri Kembangan, Selangor. Tel : 03-8945 6429/ 8943 6488 Fax : 03-8945 6442/ 8943 5306 17. Subang Jaya 7 & 9, Jalan SS 15/8A, 47500 Petaling Jaya, Selangor. Tel : 03-5634 8043/ 8045/ 8049 Fax : 03-5634 8040 18. The Curve, Damansara Lot G32 & 126, Ground & First Floor, The Curve Shopping Complex, Jalan PJU 7/8, Mutiara Damansara, 47820 Petaling Jaya, Selangor. Tel : 03-7726 7258/ 7728 7035 Fax : 03-7727 8912 19. UiTM Institut Teknologi MARA, Tingkat 2, Menara UiTM, 40450 Shah Alam, Selangor. Tel : 03-5519 2377/ 1160 Fax : 03-5510 5580 20. USJ Taipan 8A & 8B, Jalan USJ 10/1J, 47610 UEP Subang Jaya, Petaling Jaya, Selangor. Tel : 03-8023 7271/ 7206/ 8593/ 8649/ 9095 Fax : 03-8023 9161 SELANGOR (AFFIN ISLAMIC) 1. SS2 161-163, Jalan SS2/24, 47300 Petaling Jaya, Selangor. Tel : 03-7874 3513 Fax : 03-7874 3480 2. MSU Shah Alam Management & Science University, 2nd Floor, University Drive, Persiaran Olahraga, Section 13, 40100 Shah Alam, Selangor. Tel : 03-5510 0425 Fax : 03-5510 0563 TERENGGANU 1. Kemaman K711-713, Wisma IKY Naga, Jalan Sulaimani, 24000 Kemaman, Terengganu. Tel : 09-858 1744/ 2544/ 6572/ 3980 Fax : 09-859 1572 2. Kemaman Supply Base Ground Floor, Admin Building Block B, Kemaman Supply Base, 24007 Kemaman, Terengganu. Tel : 09-863 1297/ 1303 Fax : 09-863 1295 TERENGGANU (AFFIN ISLAMIC) 1. Kuala Terengganu 63 & 63-A, Jalan Sultan Ismail, 20200 Kuala Terengganu, Terengganu. Tel : 09-622 3725/ 3825/ 3925 Fax : 09-623 6496 43 AFFIN BANK BERHAD (25046-T) NETWORK OF BRANCHES (continued) WILAYAH PERSEKUTUAN 8. Selayang 81-85, Jalan 2/3A, Pusat Bandar Utara, KM 12, Jalan Ipoh, 68100 Batu Caves, Kuala Lumpur. Direct Line : 03-6136 2106 Tel : 03-6137 2053/ 7122 Fax : 03-6138 7122 Seri Petaling 10-12, Jalan Raden Tengah, Bandar Baru Seri Petaling, 57000 Kuala Lumpur. Tel : 03-9058 5600 Fax : 03-9058 8513 1. Bangsar No. 4 & 6, Jalan Telawi 3, Bangsar Baru, 59100 Kuala Lumpur. Tel : 03-2283 5025/ 5026/ 5027 Fax : 03-2283 5028 2. Bangunan Getah Asli Tingkat Bawah, 148, Jalan Ampang, 50450 Kuala Lumpur. Tel : 03-2162 8770 Fax : 03-2162 8587 9. Batu Cantonment No. 840 & 842, Batu 4 3/4, Jalan Ipoh, 51200 Kuala Lumpur. Tel : 03-6258 7370/ 7690 Fax : 03-6251 8214 10. Setapak 159 & 161, Jalan Genting Kelang, P.O.Box 202, 53300 Setapak, Kuala Lumpur. Tel : 03-4023 0455/ 0552 Fax : 03-4021 3921 4. Central Ground & Mezzanine Floor, Menara Affin, 80, Jalan Raja Chulan, P.O.Box 12744, 50788 Kuala Lumpur. Tel : 03-2055 2222 (30 lines) Fax : 03-2070 7592 11. Taman Maluri 250 & 252, Jalan Mahkota, Taman Maluri, 55100 Kuala Lumpur. Direct Line : 03-9282 7303 Tel : 03-9282 7250 Fax : 03-9283 4380 5. Jalan Bunus 133, Jalan Bunus, Off Jalan Masjid India, 50100 Kuala Lumpur. Tel : 03-2693 4686 (5 lines) Fax : 03-2691 3207 3. 6. Jalan Ipoh 468-11 & 468-11B, Batu 3, Jalan Ipoh, 51200 Kuala Lumpur. Tel : 03-4042 5554 (3 lines) Fax : 03-4042 4912 7. LTAT Ground Floor, Bangunan LTAT, Jalan Bukit Bintang, 55100 Kuala Lumpur. Tel : 03-2142 6311/ 6173/ 6681 Fax : 03-2148 0586 12. Taman Midah 38 & 40, Jalan Midah 1, Taman Midah, Cheras, 56000 Kuala Lumpur. Tel : 03-9130 0366/ 0194/ 0215 Fax : 03-9131 7024 13. Taman Tun Dr. Ismail 47 & 49, Jalan Tun Mohd Fuad 3, Taman Tun Dr. Ismail, 60000 Kuala Lumpur. Tel : 03-7727 9080 / 9062 / 9082 Fax : 03-7727 9543 14. Wangsa Maju No. 2 & 4, Jalan 1/27F, Kuala Lumpur Sub-Urban Centre, Wangsa Maju, 53300 Kuala Lumpur. Direct Line : 03-4143 3005 Tel : 03-4143 2814/ 2816 Fax : 03-4143 3095 15. Wisma Pertahanan G.05, Tingkat Bawah, Wisma Pertahanan, Kementerian Pertahanan Malaysia, Jalan Padang Tembak, 50634 Kuala Lumpur. Tel : 03-2698 7912/ 03-2691 5649 Fax : 03-2698 6071 WILAYAH PERSEKUTUAN (AFFIN ISLAMIC) 1. Fraser 20-G & 20-1, Jalan Metro Pudu, Fraser Business Park, 55100 Kuala Lumpur. Tel : 03-9222 8877 Fax : 03-9222 9877 WILAYAH PERSEKUTUAN PUTRAJAYA 1. Putrajaya Jabatan Akauntan Negara, Kompleks Kementerian Kewangan, No. 1, Persiaran Perdana, Presint 2, 62594 Putrajaya, Wilayah Persekutuan. Tel : 03-8888 3814/ 8889 1784/ 92927/ 93095 Fax : 03-8889 2082 WILAYAH PERSEKUTUAN LABUAN (OFFSHORE) 1. Labuan Offshore Unit 3 (J), Level 3, Main Office Tower, Financial Park Labuan, Jalan Merdeka, 87000 Federal Territory Labuan. Tel : 087-411 931/ 960 Fax : 087-411 973 44 Annual Report 2010 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 35th Annual General Meeting of Affin Bank Berhad will be held at the Board Room, 19th floor, Menara Affin, 80, Jalan Raja Chulan, 50200 Kuala Lumpur on Wednesday, 15 March 2011 at 11.00 a.m. for the transaction of the following business:- Agenda: 1. To receive the Statutory Statements of Accounts for the year ended 31 December 2010 together with the Directors' and Auditors' Reports thereon 2. To declare a final tax exempted dividend of 5.0% amounting to RM71,964,269.10 for the financial year ended 31 December 2010. 3. To approve Directors’ fees for 2010. 4. To re-elect the following Directors who retire pursuant to Article 91(a) of the Articles of Association and who, being eligible, offer themselves for re-election:a. YBhg. Jen. Tan Sri Dato’ Seri Ismail bin Hj. Omar (Bersara); b. YM. Dr. Raja Abdul Malek bin Raja Jallaludin; and c. YBhg. Laksamana Madya Tan Sri Dato’ Seri Ahmad Ramli bin Mohd Nor (Bersara). 5. To appoint Messrs PricewaterhouseCoopers as Auditors for the financial year ending 31 December 2011 and to authorise the Directors to fix their remuneration 6. To transact any other ordinary business. BY ORDER OF THE BOARD NIMMA SAFIRA KHALID AZIZAH SHUKOR Secretaries NOTE: A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him and the proxy need not be a member of the Company. The instrument appointing a proxy shall be in writing under the hand of the appointor of his attorney duly authorised in writing or, if the appointor is a corporation, either under the seal or in some other manner approved by Directors. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority shall be deposited at the Company’s registered office at the 17th Floor, Menara Affin, 80, Jalan Raja Chulan, 50200 Kuala Lumpur, at least fortyeight (48) hours before the time appointed for holding the Meeting or adjourned Meeting as the case may be otherwise the person so named shall not be entitled to vote in respect thereof. FINANCIAL STATEMENTS Directors' Report 46 Statements of Financial Position 59 Income Statements 60 Statements of Comprehensive Income 61 Statement of Changes in Equity 62 Statements of Cash Flows 64 Summary of Significant Accounting Policies 67 Notes to the Financial Statements 82 Statement by Directors 164 Statutory Declaration 164 Independent Auditors’ Report 165 Basel II Pillar 3 Disclosures 166 Annual Report 2010 46 DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 The Directors hereby submit their report together with the audited financial statements of the Group and the Bank for the financial year ended 31 December 2010. PRINCIPAL ACTIVITIES The principal activities of the Bank during the financial year are banking and related financial services. The principal activities of the subsidiaries are Islamic banking business, property management services, nominee and trustee services. Islamic banking business refers generally to the acceptance of deposits and granting of financing under the Shariah principles. There were no significant changes in the nature of these activities during the financial year. FINANCIAL RESULTS The Group RM'000 The Bank RM'000 Profit before taxation and zakat Taxation and zakat 521,904 (140,667) 474,794 (128,089) Net profit for the financial year 381,237 346,705 DIVIDENDS The dividends on ordinary shares paid or declared by the Bank since 31 December 2009 were as follows: In respect of the financial year ended 31 December 2009 as shown in the directors' report for that financial year :RM'000 Final gross dividend of 5.00 sen per share, less income tax of 25% paid on 25 March 2010 53,973 In respect of the financial year ended 31 December 2010 :Interim gross dividend of 5.28 sen per share, less income tax of 25% paid on 6 December 2010 57,000 The Directors now recommend the payment of a final tax exempt dividend of 5 sen per share amounting to RM71,964,269 which is subject to the approval of members at the forthcoming Annual General Meeting of the Bank. RESERVE AND PROVISIONS All material transfers to or from reserves or provisions during the financial year are shown in the financial statements and notes to the financial statements. BAD AND DOUBTFUL DEBTS AND FINANCING Before the financial statements of the Group and the Bank were made out, the Directors took reasonable steps to ascertain that proper action had been taken in relation to the writing off of bad debts and financing and the making of allowance for bad and doubtful debts and financing, and satisfied themselves that all known bad debts and financing had been written off and adequate allowances made for doubtful debts and financing. At the date of this report, the Directors are not aware of any circumstances which would render the amount written off for bad debts and financing, or the amount of the allowance for doubtful debts and financing, in the financial statements of the Group and the Bank inadequate to any substantial extent. 47 AFFIN BANK BERHAD (25046-T) DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 CURRENT ASSETS Before the financial statements of the Group and the Bank were made out, the Directors took reasonable steps to ascertain that any current assets, other than debts and financing, which were unlikely to realise in the ordinary course of business, their values as shown in the accounting records of the Group and the Bank, have been written down to an amount which they might expected so to realise. At the date of this report, the Directors are not aware of any circumstances which would render the values attributed to the current assets in the financial statements of the Group and the Bank misleading. VALUATION METHODS At the date of this report, the Directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities in the Group's and the Bank's financial statements misleading or inappropriate. CONTINGENT AND OTHER LIABILITIES At the date of this report there does not exist: (a) any charge on the assets of the Group or the Bank which has arisen since the end of the financial year which secures the liabilities of any other person; or (b) any contingent liability in respect of the Group or the Bank that has arisen since the end of the financial year other than in the ordinary course of banking business or activities of the Group. No contingent or other liability of the Group or the Bank has become enforceable, or is likely to become enforecable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group or the Bank to meet their obligation as and when they fall due. CHANGE OF CIRCUMSTANCES At the date of this report, the Directors are not aware of any circumstances, not otherwise dealt with in this report or the financial statements of the Group and the Bank that would render any amount stated in the financial statements misleading. ITEMS OF AN UNUSUAL NATURE The results of the operations of the Group and the Bank during the financial year were not, in the opinion of the Directors, substantially affected by any item, transaction or event of a material and unusual nature. There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors, to affect substantially the results of the operations of the Group or the Bank for the current financial year in which this report is made. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR There is no significant event during the financial year. SUBSEQUENT EVENTS There were no material events subsequent to the reporting date that require disclosure or adjustments to the financial statements. Annual Report 2010 48 DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 DIRECTORS The Directors of the Bank who have held office during the period since the date of the last report are: Jen Tan Sri Dato' Seri Ismail bin Haji Omar (Bersara) Chairman Non-Independent Non-Executive Director Dato' Zulkiflee Abbas bin Abdul Hamid Managing Director/Chief Executive Officer Non-Independent Executive Director Tan Sri Dato' Lodin bin Wok Kamaruddin Non-Independent Non-Executive Director (Reappointed as Director w.e.f. 4 October 2010) Dr Raja Abdul Malek bin Raja Jallaludin Independent Non-Executive Director Laksamana Madya Tan Sri Dato' Seri Ahmad Ramli bin Mohd Nor (Bersara) Non-Independent Non-Executive Director Dato' Sri Abdul Aziz bin Abdul Rahman Independent Non-Executive Director Mr Aubrey Li Kwok-Sing Non-Independent Non-Executive Director Mr Brian Li Man-Bun Non-Independent Non-Executive Director (Alternate Director to Mr Aubrey Li Kwok-Sing) Mr Stephen Charles Li Non-Independent Non-Executive Director Mr Eric Koh Thong Hau Non-Independent Non-Executive Director (Alternate Director to Mr Stephen Charles Li) En. Mohd Suffian bin Haji Haron Independent Non-Executive Director 49 AFFIN BANK BERHAD (25046-T) DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 DIRECTORS' INTERESTS According to the register of Directors' shareholdings, the interest of Directors in office at the end of the financial year in shares, warrants and options of related companies are as follows: Ordinary shares of RM1 each As at 1.1.2010 Bought Sold As at 31.12.2010 808,714* 7,000 200,000 - - 808,714* 7,000 200,000 Boustead Heavy Industries Corporation Berhad Tan Sri Dato' Lodin bin Wok Kamaruddin 2,000,000 - - 2,000,000 Boustead Petroleum Sdn Berhad Tan Sri Dato' Lodin bin Wok Kamaruddin 5,766,465 - 5,916,465 Al-Hadharah Boustead REIT Tan Sri Dato' Lodin bin Wok Kamaruddin 200,000 - 250,000 AFFIN Holdings Berhad Tan Sri Dato' Lodin bin Wok Kamaruddin Dato' Dr. Lee Chee Kuon Dato' Sri Abdul Hamidy bin Abdul Hafiz 150,000^ 50,000^^ * Shares held in trust by nominee company ^ Acquisition of REIT on 21 April 2010 ^^ Single tier dividend Redeemable Preference Shares for financial year ended 31 December 2010 received on 24 December 2010 Number of warrants 2000/2010 AFFIN Holdings Berhad Tan Sri Dato' Lodin bin Wok Kamaruddin As at 1.1.2010 Bought Expired As at 31.12.2010 1,500 - 1,500 - Each warrant of the holding company ('AFFIN Warrants 2000/2005') entitles the registered holder to subscribe one new ordinary share of RM 1.00 each in AFFIN Holdings Berhad at any time from the date of issue of 8 July 2000 at the exercise price of RM 3.10 per share. The original exercise period of the AFFIN Warrants 2000/2005 was to expire on 7 July 2005. During the financial year 2005, the AFFIN Warrants 2000/2005 was extended for another five years and expired on 7 July 2010 ('AFFIN Warrants 2000/2010'). Ordinary shares of RM10 each; RM5 uncalled ABB Trustee Berhad *** Jen Tan Sri Dato' Seri Ismail bin Haji Omar (Bersara) Dr Raja Abdul Malek bin Raja Jallaludin Laksamana Madya Tan Sri Dato' Seri Ahmad Ramli bin Mohd Nor (Bersara) *** Shares held in trust for the Bank As at 1.1.2010 Bought Transfer As at 31.12.2010 20,000 20,000 - - 20,000 20,000 20,000 - - 20,000 Annual Report 2010 50 DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 DIRECTORS' INTERESTS (continued) Ordinary shares of 50 sen each Boustead Holdings Berhad Tan Sri Dato' Lodin bin Wok Kamaruddin As at 1.1.2010 Bought Sold As at 31.12.2010 26,122,599 - - 26,122,599 Redeemable preference shares of RM1 each Boustead Petroleum Sdn Berhad Tan Sri Dato' Lodin bin Wok Kamaruddin As at 1.1.2010 Bought Sold As at 31.12.2010 50 - - 50 Other than the above, the Directors in office at the end of the financial year did not have any other interest in shares, warrants and options over shares in the Bank or its related corporations during the financial year. DIRECTORS' BENEFITS During and at the end of the financial year, no other arrangements subsisted to which the Bank or any of its subsidiaries is a party with the object or objects of enabling Directors of the Bank or any of its subsidiaries to acquire benefits by means of the acquisition of shares in, or debenture of, the Bank or any other body corporate, except for the share options granted to directors of the Bank by AFFIN Holdings Berhad, Boustead Holdings Berhad and Lembaga Tabung Angkatan Tentera. Since the end of the previous financial year, no Director of the Bank has received or become entitled to receive a benefit (other than the fees and other emoluments shown in the Note 31 to the financial statements) by reason of a contract made by the Bank or by a related corporation with the Director or with a firm of which he is a member or with a company in which he has a substantial financial interest except that certain Directors received remuneration as directors/executives of related corporations, share options granted to Directors of the Bank pursuant to the holding company's Employee Share Option Scheme and share options granted by the ultimate holding corporate body and Boustead Holdings Berhad. CORPORATE GOVERNANCE The Board of Directors is committed to ensure the highest standards of corporate governance throughout the organisation with the objectives of safeguarding the interests of all stakeholders and enhancing the shareholders' value and financial performance of the Bank. The Board considers that it has applied the Best Practices as set out in the Malaysian Code of Corporate Governance throughout the financial year. The Bank is also required to comply with BNM's Guidelines on Directorship in the banking institutions ('BNM/GP1'). (i) Board of Directors Responsibility and Oversight The Board of Directors The direction and control of the Bank rest firmly with the Board as it effectively assumes the overall responsibility for corporate governance, strategic direction, formulation of policies and overseeing the investments and operations of the Bank. The Board exercises independent oversight on the management and bears the overall accountability for the performance of the Bank and compliance with the principle of good governance. There is a clear division of responsibility between the Chairman and the Managing Director/Chief Executive Officer to ensure that there is a balance of power and authority. The Board is responsible for reviewing and approving the longer-term strategic plans of the Bank as well as the business strategies. It is also responsible for identifying the principal risks and implementation of appropriate systems to manage those risks as well as reviewing the adequacy and integrity of the Bank's internal control systems, management information systems, including systems for compliance with applicable laws, regulations and guidelines. 51 AFFIN BANK BERHAD (25046-T) DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 CORPORATE GOVERNANCE (continued) (i) Board of Directors Responsibility and Oversight (continued) The Board of Directors (continued) Whilst, the Management Committee, headed by the Managing Director/Chief Executive Officer, is responsible for the implementation of the strategies and internal control as well as monitoring performance. The Committee is also a forum to deliberate issues pertaining to the Bank's business, strategic initiatives, risk management, manpower development, supporting technology platform and business processes. The Board Meetings The Board meets on a monthly basis, to review the Bank's financial and business performance, to oversee the conduct of the Bank's business as well as to ensure that adequate internal control systems are in place. The Board met 18 times during the financial year. Board Balance The Board of Directors comprises of Managing Director/Chief Executive Officer, eight Non-Executive Directors and two alternate Non-Executive Directors. There are three Independent Non-Executive Directors, five Non-Independent Non-Executive Directors and one Non-Independent Executive Director. The Board of Directors meetings are presided by a Non-Independent Non-Executive Chairman whose role is clearly separated from the role of the Managing Director/Chief Executive Officer. In 2010, the Bank continues to have a strong and experienced Board, befitting its aspiration to become a mid size Bank of prominence. It consists of representatives from the private sector with suitable qualifications and experience in relevant areas particularly in banking. The composition of the Board and the number of meetings attended by each director are as follows: Directors Total Meetings Attended Jen Tan Sri Dato' Seri Ismail bin Haji Omar (Bersara) Chairman Non-Independent Non-Executive Director 18 / 18 Dato' Zulkiflee Abbas bin Abdul Hamid Managing Director/Chief Executive Officer Non-Independent Executive Director 18 / 18 Tan Sri Dato' Lodin bin Wok Kamaruddin Non-Independent Non-Executive Director (Reappointment as Director w.e.f. 4 October 2010) 2/3 Dr Raja Abdul Malek bin Raja Jallaludin Independent Non-Executive Director 17 / 18 Laksamana Madya Tan Sri Dato' Seri Ahmad Ramli bin Mohd Nor (Bersara) Non-Independent Non-Executive Director 16 / 18 Dato' Sri Abdul Aziz bin Abdul Rahman Independent Non-Executive Director 18 / 18 Mr Aubrey Li Kwok-Sing Non-Independent Non-Executive Director 11 / 18 Mr Brian Li Man-Bun Non-Independent Non-Executive Director (Alternate Director to Mr Aubrey Li Kwok-Sing) 0 / 18 Annual Report 2010 52 DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 CORPORATE GOVERNANCE (continued) (i) Board of Directors Responsibility and Oversight (continued) Board Balance (continued) Directors Mr Stephen Charles Li Non-Independent Non-Executive Director Total Meetings Attended 8 / 18 Mr Eric Koh Thong Hau Non-Independent Non-Executive Director (Alternate Director to Mr Stephen Charles Li) 10 / 18 En. Mohd Suffian bin Haji Haron Independent Non-Executive Director 18 / 18 Tan Sri Mohamed Jawhar Independent Non-Executive Director (Attended AFFIN Bank's Board Meeting by invitation) 1/1 Board Committees Nomination Committee Nominating Committee was established to provide a formal and transparent procedure for the appointment of Directors and Managing Director/Chief Executive Officer. The committee also assesses the effectiveness of the Board as a whole, contribution of each Director, contribution of the Board's various committees and the performance of Managing Director/Chief Executive Officer and key senior management officers. During the financial year ended 31 December 2010, a total of 4 meetings were held. The Nominating Committee comprises the following members and the details of attendance of each member at the Nominating Committee meetings held during the financial year are as follows: Members Total Meetings Attended En. Mohd Suffian bin Haji Haron Chairman/Independent Non-Executive Director 4/4 Dato' Zulkiflee Abbas bin Abdul Hamid Member/Non-Independent Executive Director 4/4 Laksamana Madya Tan Sri Dato' Seri Ahmad Ramli bin Mohd Nor (Bersara) Member/Non-Independent Non-Executive Director 4/4 Dato' Sri Abdul Aziz bin Abdul Rahman Member/Independent Non-Executive Director 4/4 Dr Raja Abdul Malek bin Raja Jallaludin Member/Independent Non-Executive Director 4/4 53 AFFIN BANK BERHAD (25046-T) DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 CORPORATE GOVERNANCE (continued) (i) Board of Directors Responsibility and Oversight (continued) Board Committees (continued) Remuneration Committee Remuneration Committee was established to evaluate and recommend a framework of remuneration for Directors, the Chief Executive Officer and key senior management officers that is competitive and consistent with the Bank's culture, objectives and strategy. During the financial year ended 31 December 2010, a total of 7 meetings were held. The Remuneration Committee comprises the following members and the details of attendance of each member at the Remuneration Committee meetings held during the financial year are as follows: Members Total Meetings Attended Dr Raja Abdul Malek bin Raja Jallaludin Chairman/Independent Non-Executive Director 7/7 Laksamana Madya Tan Sri Dato' Seri Ahmad Ramli bin Mohd Nor (Bersara) Member/Non-Independent Non-Executive Director 6/7 En. Mohd Suffian bin Haji Haron Member/Independent Non-Executive Director 7/7 Shariah Committee The Bank's business activities are subject to Shariah compliance and conformation by the Shariah Committee. The Shariah Committee is formed as legislated under Section 3(5)(b) of the Islamic Banking Act, 1983 and as per Guidelines on the Governance of Shariah Committee for the Islamic Financial Institutions ('BNM/GPS-i'). The duties and responsibility of the Shariah Committee are as follow: • To advise the Board on Shariah matters in order to ensure that the business operations of the Bank comply with the Shariah principles at all times; • To endorse and validate relevant documentations of the Bank's products to ensure that the product comply with Shariah principles; and • To advice the Bank on matters to be referred to the Shariah Advisory Council. The Shariah Committee was established in December 1995. During the year, a total of 8 meetings were held. The Shariah Committee comprises the following members and the details of attendance of each member at the Shariah Committee meetings held are as follows: Members Total Meetings Attended Associate Professor Dr. Asyraf Wajdi bin Dato' Dusuki Chairman 8/8 Associate Professor Dr. Said Bouheraoua Member 8/8 Associate Professor Dr. Md Khalil bin Ruslan Member 6/8 Annual Report 2010 54 DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 CORPORATE GOVERNANCE (continued) (ii) Risk Management The Risk Management function, operating in an independent capacity, is part of the Bank's senior management structure which works closely as a team in managing risks to enhance stakeholders' value. The Risk Management function provides support to the Board Risk Management Committee ('BRMC'). Committees namely Board Loan Recovery Committee ('BLRC'), Management Loan Committee ('MLC'), Asset and Liability Management Committee ('ALCO') and Operational Risk Management Committee assist the BRMC in managing credit, liquidity and operational risk respectively. Responsibilities of these committees include: • • • • risk identification risk assessment and measurement risk control and migration risk monitoring Board Risk Management Committee ('BRMC') The main function of Board Risk Management Committee is to assist the Board in its supervisory role in the management of risk in the Bank. It has responsibility for approving and reviewing the credit risk strategy, credit risk framework and credit policies of the Bank. BRMC was established to provide oversight and management of all risks in the Bank. The Committee also ensures that the procedures and framework in relation to identifying, measuring, monitoring and controlling risk are operating effectively. The Bank's risk management framework is set out in Note 38 to the financial statements. The BRMC meeting for the Bank were jointly held with AFFIN Islamic Bank Berhad and during the financial year ended 31 December 2010, a total of 5 meetings were held. The BRMC comprises the following members and details of attendance of each member at the BRMC meetings held during the financial year are as follows: Members Total Meetings Attended Dato' Sri Abdul Aziz bin Abdul Rahman Chairman/Independent Non-Executive Director 5/5 Dr Raja Abdul Malek bin Raja Jallaludin Member/Independent Non-Executive Director 5/5 En. Mohd Suffian bin Haji Haron Member/Independent Non-Executive Director (Representative from AFFIN Islamic Bank Berhad) 5/5 Board Loan Review and Recovery Committee ('BLRC') Board Loan Review Committee critically reviews loans and other credit facilities with higher risk implications, after due process of checking, analysis, review and recommendation by the Credit Risk Management function, and if found necessary, exercise the power to veto loan applications that have been accepted by the Management Loan Committee. The Committee is also responsible to review on the impaired loans presented by Management. During the financial year ended 31 December 2010, a total of 14 meetings were held. The BLRC comprises the following members and details of attendance of each member at the BLRC meetings held during the financial year are as follows: Members Total Meetings Attended Jen Tan Sri Dato' Seri Ismail bin Haji Omar (Bersara) Chairman/Non-Independent Non-Executive Director 14 / 14 Laksamana Madya Tan Sri Dato' Seri Ahmad Ramli bin Mohd Nor (Bersara) Member/Non-Independent Non-Executive Director 13 / 14 En. Mohd Suffian bin Haji Haron Member/Independent Non-Executive Director 14 / 14 55 AFFIN BANK BERHAD (25046-T) DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 CORPORATE GOVERNANCE (continued) (ii) Risk Management (continued) Management Loan Committee ('MLC') Management Loan Committee approves complex and larger loans and workout/recovery proposals beyond the delegated authority of the concerned individual senior management personnel of the Bank. Individual approvers For the delegated authority, a dual sign-off approval system is in place, independent of business imperatives. Asset and Liability Management Committee ('ALCO') Responsibilities of these committees include: • • • • • • Manage the asset liability of the Bank through coordination of the Bank's overall planning process including strategic planning, budgeting and asset liability management process; Direct the Bank's overall acquisition and allocation of funds; Prudently manage the Bank's interest rate exposure; Determine the overall Balance Sheet strategy and ensuring policy compliance; Determined the type and scope of derivative activities, approve individual derivative transactions as well as control over the level of exposure in derivatives; and Review of market risks in Bank's trading portfolios. Operational Risk Management Committee Responsibilities of these committees include: • • • • • • • To evaluate operational risks issues on escalating importance/strategic risk exposure; To review and recommend on broad operational risks management policies best practices for adoption by the Bank's operating units; To review the effectiveness of broad internal controls and making recommendation on changes if necessary; To review/approve recommendation on operational risk management groups section up to address specific issue; To take the lead in inculcating an operational risks awareness culture; To approve operational risk management methodologies/measurements tools; and To review and approve the strategic operational risk management initiatives/plans and to endorse for BRMC's approval if necessary. (iii) Internal Audit and Internal Control Activities In accordance with Bank Negara Malaysia's GP10 guidelines, the Group Internal Audit Division ('GIA') conducts continuous reviews on auditable areas within the Bank. The continuous reviews by GIA are focused on areas of significant risks and effectiveness of internal control in accordance to the audit plan approved by the Audit and Examination Committee ('AEC'). The risk highlighted on the respective auditable areas as well as recommendation made by the GIA are addressed at AEC and Management meetings on bi-monthly basis. The AEC also conduct annual reviews on the adequacy of internal audit function, scope of work, resources and budget of GIA. At present, GIA consists of Operational Audit, IS Audit, Credit Review, Investigation and Compliance. Audit activities include these key components: • Conduct audit on all auditable entities (Head Office, branches and subsidiaries) processes, services, products, system and provide an independent assessment to the Board of Directors, AEC and Management that appropriate control environment is maintained with clear authority and responsibility with sufficient staff and resources to carry out control responsibilities. • Perform risk assessments to identify risk and evaluate actions taken to provide reasonable assurance that procedures and controls exist to contain those risks. Annual Report 2010 56 DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 CORPORATE GOVERNANCE (continued) (iii) Internal Audit and Internal Control Activities (continued) • Maintain strong control activities including documented processes and system incorporating adequate controls to produce accurate financial data and provide for the safeguarding of assets, and a documented review of reported results. • Ensure effective information flows and communication, including: - • training and the dissemination of standards and requirements; an information system to produce and convey complete, accurate and timely data including financial data; the upward communication of trends, developments and emerging issues. Monitor controls, including procedures to verify that controls are in place and functioning, follow up on corrective action on control finding until its full resolution. Based on GIA's review, identification and assessment of risk, testing and evaluation of controls, GIA will provide an opinion on the effectiveness of internal controls maintained by each entity. The AEC comprises members of the Bank's Board of Directors whose primary function is to assist the Board of Directors in its supervision over: • The reliability and integrity of accounting policies and financial reporting and disclosure practices, • The provision of advice to the Board with regards to the financial statements and business risks to enable the Board to fulfill its fiduciary duties and obligations, and • The establishment and maintenance of processes to ensure that they: - are in compliance with all applicable laws, regulations and company policies; and have adequately addressed the risk relating to internal controls and system, management of inherent and business risks, and ensuring that the assets are properly managed and safeguarded. The AEC is made up of at least three but not more than five members appointed by the Board of Directors from among its nonexecutive directors. The AEC meeting for the Bank were jointly held with AFFIN Islamic Bank Berhad and during the financial year ended 31 December 2010, a total of 9 meetings were held. The Audit and Examination Committee comprises the following members and details of attendance of each member at the Audit and Examination Committee meetings held during the financial year are as follows: Members Total Meetings Attended Dato' Sri Abdul Aziz bin Abdul Rahman Chairman/Independent Non-Executive Director 9/9 Dr Raja Abdul Malek bin Raja Jallaludin Member/Independent Non-Executive Director 9/9 Tan Sri Mohamed Jawhar Member/Independent Non-Executive Director (Representative from AFFIN Islamic Bank Berhad) 9/9 57 AFFIN BANK BERHAD (25046-T) DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 CORPORATE GOVERNANCE (continued) (iv) Management Reports Before each Board meeting, Directors are provided with a complete set of board papers itemised in the agenda for Board's review/approval and/or notation. The Board monitors the Bank's performance by reviewing the monthly Management Report, which provides a comprehensive review and analysis of the Bank's operations and financial issues. In addition, the minutes of the Board Committees and Management Committees meetings and other issues are also tabled and considered by the Board. Procedures are in place for Directors to seek both independent professional advice at the Bank's expense and the advice and services of the Company Secretary in order to fulfil their duties and specific responsibilities. BUSINESS PLAN AND STRATEGY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 AND FUTURE OUTLOOK As global economy began to improve in 2010, the pre-emptive measures such as fiscal stimulus packages and easing of monetary policies introduced by the Government in 2009 helped push Malaysian economy toward speedier recovery. In 2010, AFFIN Bank was able to ride on Malaysia’s economic recovery in its lending activities without compromising the existing prudent risk management policies and practices. For 2010, the Bank posted a strong growth in operating profit by RM11.2 million (1.8%) as compared to the previous year. As indicators to sustainable business growth, net loans & advances grew year-to-year by RM4.0 billion (18.1% ) while asset quality continues to improve further as the Bank’s impaired loan ratio stood at 3.66%. The Bank was able to register Profit Before Tax growth of RM96.8 million (22.8% ) as compared to the previous year. In 2010, the Bank was able to ensure sustainable business growth through : • • • • Further develop the deposits business sector especially the retail segment Improving customer touchpoints to ensure excellent and efficient customer service Continuous improvement on risk management practices to be abreast with prevailing economic climate Human capital development BUSINESS OUTLOOK FOR 2011 Building on the momentum created in 2010, the Bank will continue to focus on “sustainable business growth” in both Business Banking as well as Consumer Banking segment. For Business Banking, the Bank will be leveraging on business opportunities arising from the 10th Malaysia Plan as well as the Economic Transformation Programs ('ETP') while Consumer Banking will be developing specific products and packages that suit a particular market segments. Annual Report 2010 58 DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 RATING BY EXTERNAL AGENCIES The Bank has been rated by the following external rating agency: Name of rating agency: Date of rating: Rating classifications: -Long term: -Short term: RATING AGENCY MALAYSIA BERHAD 26 July 2010 A1 P1 RAM has reaffirmed the Bank's long-term and short-term financial institution ratings, at A1 and P1, respectively, with a stable outlook. 'A' rating is defined by RAM as being able to offer adequate safety for timely payment of interest and principal, and has adequate credit profile but possess one or more problem areas, giving rise to the possibility of future riskiness. Entities rated in this category have generally performed at industry average and are considered to be more vulnerable to changes in economic condition than those rated in the higher categories. The subscript 1 in this category indicates as higher end of its generic rating in the A category. A P1 rating is defined by RAM as obligations which are supported by superior ability with regards to timely payment of obligations. ZAKAT The Bank did not pay on behalf of its depositors or shareholder. The Bank only pays zakat on its business. HOLDING COMPANY AND ULTIMATE HOLDING CORPORATE BODY The holding company of the Bank is AFFIN Holdings Berhad, a public listed company incorporated in Malaysia and the ultimate holding corporate body is Lembaga Tabung Angkatan Tentera, a statutory body incorporated under the Tabung Angkatan Tentera Act, 1973. AUDITORS The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office. In accordance with resolution of the Board of Directors dated 28 February 2011. Jen Tan Sri Dato' Seri Ismail bin Haji Omar (Bersara) Chairman Dato' Zulkiflee Abbas bin Abdul Hamid Managing Director/Chief Executive Officer 59 AFFIN BANK BERHAD (25046-T) STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2010 Note ASSETS Cash and short-term funds Deposits and placements with banks and other financial institutions Financial assets held-for-trading Financial investments available-for-sale Financial investments held-to-maturity Loans, advances and financing Other assets Derivative financial assets Tax recoverable Deferred tax assets Statutory deposits with Bank Negara Malaysia Investment in subsidiaries Investment in jointly controlled entity Amount due from subsidiaries Amount due from jointly controlled entity Property and equipment Intangible assets 8,629,563 6,132,889 6,102,307 4,176,945 3 4 5 6 7 8 9 192,335 149,853 5,766,053 431,159 25,974,847 246,202 46,155 49,930 4,291 245,130 500 2,745 170,722 154,436 142,777 150,000 5,627,371 481,474 21,989,304 415,290 29,727 31 54,789 219,600 500 1,057 187,758 166,070 559,533 149,853 4,428,260 431,159 22,419,251 233,619 46,155 46,072 245,130 287,429 185,271 162,760 156,868 623,271 150,000 4,239,770 480,899 19,108,595 384,271 29,727 54,390 219,600 287,429 231,285 177,698 169,236 42,063,921 35,598,637 35,453,667 30,333,116 17 30,845,248 26,440,319 25,313,874 21,815,054 18 6,605,348 110,161 5,023,663 94,265 5,735,422 110,161 4,521,228 94,265 19 20 21 286,370 521,276 57,560 22 24,932 300,000 297,216 431,745 41,684 2,726 1 300,000 286,370 464,622 57,560 47,926 24,932 300,000 297,216 404,055 41,684 1,118 47,730 300,000 38,750,917 32,631,619 32,340,867 27,522,350 1,439,285 1,873,719 1,439,285 1,527,733 1,439,285 1,673,515 1,439,285 1,371,481 3,313,004 2,967,018 3,112,800 2,810,766 42,063,921 35,598,637 35,453,667 30,333,116 18,844,780 17,918,128 16,821,892 15,760,619 10 11 12 13 14 15 16 22 10 23 TOTAL LIABILITIES EQUITY Share capital Reserves 24 25 TOTAL EQUITY TOTAL LIABILITIES AND EQUITY COMMITMENTS AND CONTINGENCIES The Bank 2010 2009 RM'000 RM'000 2 TOTAL ASSETS LIABILITIES Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable Recourse obligation on loans sold to Cagamas Berhad Other liabilities Derivative financial liabilities Provision for taxation Amount due to subsidiaries Deferred tax liabilities Subordinated term loan The Group 2010 2009 RM'000 RM'000 37 The accounting policies on pages 67 to 81 and the notes on pages 82 to 163 form an integral part of these financial statements. Annual Report 2010 60 INCOME STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 Note The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 Interest income Interest expense 26 27 1,511,835 (760,848) 1,341,088 (605,111) 1,523,568 (760,881) 1,348,136 (605,336) Net interest income Islamic Banking income 28 750,987 177,783 735,977 162,637 762,687 - 742,800 - Other operating income 29 928,770 227,351 898,614 221,928 762,687 226,904 742,800 230,284 Net income Other operating expenses 30 1,156,121 (530,911) 1,120,542 (506,487) 989,591 (440,145) 973,084 (429,032) 625,210 614,055 549,446 544,052 (95,394) (7,912) (187,534) (1,374) (66,740) (7,912) (157,539) (1,374) 521,904 (136,041) (4,626) 425,147 (104,087) (3,308) 474,794 (128,089) - 385,139 (89,899) - Net profit after taxation and zakat 381,237 317,752 346,705 295,240 Attributable to: Equity holders of the Bank 381,237 317,752 346,705 295,240 26.5 22.1 24.1 20.5 Operating profit Allowances for losses on loans, advances and financing Impairment losses on securities Profit before taxation and zakat Taxation Zakat Earnings per share - basic/fully diluted (sen) 32 34 35 The accounting policies on pages 67 to 81 and the notes on pages 82 to 163 form an integral part of these financial statements. 61 AFFIN BANK BERHAD (25046-T) STATEMENTS OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 381,237 317,752 346,705 295,240 16,474 46,149 11,334 40,934 (4,115) (11,105) (2,834) (10,234) 12,359 35,044 8,500 30,700 Total comprehensive income for the financial year 393,596 352,796 355,205 325,940 Equity holders of the Group: Total comprehensive income 393,596 352,796 355,205 325,940 Net profit after taxation and zakat Other comprehensive income: Income and expense recognised directly in equity Deferred tax on financial investments available-for-sale Other comprehensive income for the financial year, net of tax The accounting policies on pages 67 to 81 and the notes on pages 82 to 163 form an integral part of these financial statements. Annual Report 2010 62 STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 Non-distributable Distributable Share capital RM'000 Share premium RM'000 Statutory reserve RM'000 Investment fluctuation reserve RM'000 Retained profits RM'000 Total RM'000 1,439,285 - 408,389 - 789,221 - (1,880) 43,770 332,003 19,593 2,967,018 63,363 1,439,285 408,389 789,221 41,890 351,596 3,030,381 - - - - 381,237 381,237 - - - 16,474 - 16,474 - - - (4,115) - (4,115) Total comprehensive income - - - 12,359 381,237 393,596 Dividend paid Transfer to statutory reserve - - 99,689 - (110,973) (99,689) (110,973) - At 31 December 2010 1,439,285 408,389 888,910 54,249 522,171 3,313,004 At 1 January 2009 Comprehensive income: Net profit for the financial year Other comprehensive income: Income and expense recognised directly in equity Deferred tax on financial investments available-for-sale 1,439,285 408,389 625,209 (36,924) 273,579 2,709,538 - - - - 317,752 317,752 - - - 46,149 - 46,149 - - - (11,105) - (11,105) Total comprehensive income - - - 35,044 317,752 352,796 Dividend paid Transfer to statutory reserve - - 164,012 - (95,316) (164,012) (95,316) - 1,439,285 408,389 789,221 (1,880) 332,003 2,967,018 The Group At 1 January 2010 As previously reported Adoption of FRS 139 (Note 45) Comprehensive income: Net profit for the financial year Other comprehensive income: Income and expense recognised directly in equity Deferred tax on financial investments available-for-sale At 31 December 2009 63 AFFIN BANK BERHAD (25046-T) STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 Non-distributable Distributable Share capital RM'000 Share premium RM'000 Statutory reserve RM'000 Investment fluctuation reserve RM'000 Retained profits RM'000 Total RM'000 1,439,285 - 408,389 - 720,824 - (6,853) 44,148 249,121 13,654 2,810,766 57,802 1,439,285 408,389 720,824 37,295 262,775 2,868,568 - - - - 346,705 346,705 - - - 11,334 - 11,334 - - - (2,834) - (2,834) Total comprehensive income - - - 8,500 346,705 355,205 Dividend paid Transfer to statutory reserve - - 86,676 - (110,973) (86,676) (110,973) - At 31 December 2010 1,439,285 408,389 807,500 45,795 411,831 3,112,800 At 1 January 2009 Comprehensive income : Net profit for the financial year Other comprehensive income: Income and expense recognised directly in equity Deferred tax on financial investments available-for-sale 1,439,285 408,389 573,204 (37,553) 196,817 2,580,142 - - - - 295,240 295,240 - - - 40,934 - 40,934 - - - (10,234) - (10,234) Total comprehensive income - - - 30,700 295,240 325,940 Dividend paid Transfer to statutory reserve - - 147,620 - (95,316) (147,620) (95,316) - 1,439,285 408,389 720,824 (6,853) 249,121 2,810,766 The Bank At 1 January 2010 As previously reported Adoption of FRS 139 (Note 45) Comprehensive income : Net profit for the financial year Other comprehensive income: Income and expense recognised directly in equity Deferred tax on financial investments available-for-sale At 31 December 2009 The accounting policies on pages 67 to 81 and the notes on pages 82 to 163 form an integral part of these financial statements. Annual Report 2010 64 STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 521,904 425,147 474,794 385,139 (311) (116,495) (15,522) (950) (103,621) (21,705) (311) (116,347) (15,522) (950) (103,621) (19,708) (8) (2,901) - (150) (5,704) - (8) (2,901) - (150) (5,704) (16,102) (30,938) (664) (12,744) - (30,938) (664) (12,744) - (1,217) (23,733) (2,053) (1,646) (7,002) (1,633) (1,217) (23,635) (2,053) (1,646) (6,960) (1,633) (137) (6,303) 9,549 69 (11,716) 10,072 (137) (6,303) 9,549 69 (11,716) 10,072 4,012 3,900 20,071 514 2,440 (219) 16,474 (6,330) 177,354 (3,044) 15,810 78,000 1,374 21,862 455 1,798 (168) (1,185) 20,502 241 (18,918) 275,593 37,135 12,237 - 4,012 3,900 19,297 513 2,422 (219) 15,658 (6,330) 161,938 (16,409) 15,628 78,000 1,374 21,092 421 1,798 (168) (1,185) 19,999 234 (18,918) 252,137 30,378 12,137 - 640,153 619,343 562,717 533,645 CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxation Adjustments for items not involving the movement of cash and cash equivalents: Interest income - financial assets held-for-trading - financial investments available-for-sale - financial investments held-to-maturity Dividend income - financial investments available-for-sale - financial investments held-to-maturity Dividend income from subsidiaries Amortisation of premium less accretion of discount - financial investments available-for-sale - financial investments held-to-maturity Gain on sale - financial assets held-for-trading - financial investments available-for-sale - financial investments held-to-maturity Unrealised (gain)/loss on revaluation - trading - derivatives - foreign exchange Allowance for impairment loss - financial investments available-for-sale - financial investments held-to-maturity Depreciation of property and equipment Property and equipment written-off Foreclosed properties - dimunition in value Gain on sale of property and equipment Gain on sale of leasehold properties Amortisation of intangible assets Lease rental - leasehold properties Gain on sale of foreclosed properties Net specific allowance for bad and doubtful debts and financing Charge of general allowance Net individual impairment Net collective impairment Bad debt and financing written-off Other provision Operating profit before changes in working capital 65 AFFIN BANK BERHAD (25046-T) STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 CASH FLOWS FROM OPERATING ACTIVITIES (continued) (Increase)/decrease in operating assets: Deposits and placements with banks and other financial institutions Financial assets held-for-trading Interest income from financial assets held-for-trading Foreign exchange transaction Loans, advances and financing Other assets Derivative financial instruments Statutory deposits with Bank Negara Malaysia Amount due from subsidiaries Amount due from jointly controlled entity (49,558) 1,501 311 (48,511) (4,148,877) 164,799 (552) (25,530) (1,688) (32,561) (9,579) 950 1,733 (2,798,014) 82,863 (1,526) 545,000 (307) 63,738 1,501 311 (48,921) (3,450,614) 144,152 (552) (25,530) 46,210 - (168,495) (9,579) 950 2,018 (2,343,274) 67,481 (1,526) 438,600 46,144 - Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable Recourse obligation on loans sold to Cagamas Berhad Other liablilities 4,404,929 1,212,530 3,498,821 835,486 1,581,685 15,896 (10,846) 10,364 1,202,776 (41,978) 286,128 (52,045) 1,214,194 15,896 (10,846) (17,466) 1,599,187 (41,978) 286,128 (42,469) Cash generated from operations Tax paid Zakat paid 2,534,076 (138,418) (3,493) 1,015,313 (141,313) (2,314) 1,993,611 (118,028) - 1,202,318 (132,200) (91) Net cash generated from operating activities 2,392,165 871,686 1,875,583 1,070,027 Increase/(decrease) in operating liabilities: Annual Report 2010 66 STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 116,495 15,522 103,621 21,705 116,347 15,522 103,621 19,708 8 2,901 - 150 5,704 - 8 2,901 - 150 5,704 16,102 23,853 83,172 23,853 76,875 12,090 (1,374,836) (43,027) (1,065,790) 2,480 24,941 (9,608) (1,043) 22,701 45,870 (14,552) (786) 2,480 24,941 (9,482) (1,043) 7,701 45,870 (12,938) (948) CASH FLOWS FROM INVESTING ACTIVITIES Interest received - financial investments available-for-sale - financial investments held-to-maturity Dividend income - financial investments available-for-sale - financial investments held-to-maturity Dividend income from subsidiaries Redemption of financial investments held-to-maturity net of purchase Net sale/(purchase) of financial investments available-for-sale Proceeds from disposal of - property and equipment - foreclosed properties Purchase of property and equipment Purchase of intangible assets Net cash generated/(used in) from investing activities 187,639 (1,107,251) 132,500 (803,945) Investment in subsidiary Repayment of subordinated term loan Proceeds from issuance of subordinated term loan Payment of dividend (110,973) (500,000) 300,000 (95,316) (110,973) (100,000) (500,000) 300,000 (95,316) Net cash used in financing activities (110,973) (295,316) (110,973) (395,316) Net increase/(decrease) in cash and cash equivalents Amount vested from subsidiary Net increase/(decrease) in foreign exchange Cash and cash equivalents at beginning of the financial year 2,468,831 27,843 6,132,889 (530,881) (13,312) 6,677,082 1,897,110 28,252 4,176,945 (129,234) 843 (13,598) 4,318,934 CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR (Note 2) 8,629,563 6,132,889 6,102,307 4,176,945 CASH FLOWS FROM FINANCING ACTIVITIES The accounting policies on pages 67 to 81 and the notes on pages 82 to 163 form an integral part of these financial statements. 67 AFFIN BANK BERHAD (25046-T) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 The following accounting policies have been used consistently in dealing with items which are considered material in relation to the financial statements. These policies have been consistently applied to all the financial years presented, unless otherwise stated. (A) BASIS OF PREPARATION The financial statements of the Group and the Bank have been prepared in accordance with Malaysian Accounting Standards Board ('MASB') Approved Accounting Standards in Malaysia for Entities Other Than Private Entities, Bank Negara Malaysia ('BNM') Guidelines and the provisions of the Companies Act, 1965. The financial statements incorporate those activities relating to Islamic banking business which have been undertaken by AFFIN Islamic Bank Berhad, a wholly owned subsidiary of the Bank. Islamic banking business refers generally to the acceptance of deposits and granting of financing under the Shariah principles. The financial statements of the Group and the Bank have been prepared under the historical cost convention, unless otherwise indicated in this summary of significant accounting policies. The preparation of financial statements in conformity with MASB Approved Accounting Standards in Malaysia for Entities Other Than Private Entities and BNM Guidelines requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. It also requires Directors to exercise judgement in the process of applying the Bank's accounting policies. Although these estimates are based on the Directors' best knowledge of current events and actions, actual results may differ. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 44. Standards, amendments to published standards and interpretations that are applicable to the Group and are effective The new accounting standards, amendments and improvements to published standards and interpretations that are effective for the Group and the Bank’s financial year beginning on or after 1 January 2010 are as follows: • FRS 7 "Financial Instruments: Disclosures" and the related Amendments • FRS 101 (revised) "Presentation of Financial Statements" • FRS 123 "Borrowing Costs" • FRS 139 "Financial Instruments: Recognition and Measurement" and the related Amendments • Amendment to FRS 1 "First-time Adoption of Financial Reporting Standards" and FRS 127 "Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate" • Amendment to FRS 2 "Share-based Payment: Vesting Conditions and Cancellations" • Amendments to FRS 132 "Financial Instruments: Presentation" and FRS 101 (revised) "Presentation of Financial Statements" - Puttable financial instruments and obligations arising on liquidation • IC Interpretation 9 "Reassessment of Embedded Derivatives" and the related Amendments • IC Interpretation 10 "Interim Financial Reporting and Impairment" • IC Interpretation 11 "FRS 2 Group and Treasury Share Transactions" • IC Interpretation 13 "Customer Loyalty Programmes" • Improvements to FRSs (2009) A summary of the impact of the new accounting standards, amendments and improvements to published standards and interpretations on the financial statements of the Group and Bank are set out in Note 45. Annual Report 2010 68 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (A) BASIS OF PREPARATION (continued) Standards, amendments to published standards and interpretations to existing standards that are applicable to the Group but not yet effective • The revised FRS 3 "Business combinations" (effective prospectively from 1 July 2010) continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through profit or loss. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisitionrelated costs should be expensed. • The revised FRS 124 "Related party disclosures" (effective from 1 January 2012) removes the exemption to disclose transactions between government-related entities and the government, and all other government-related entities. The following new disclosures are now required for government related entities: - The name of the government and the nature of their relationship; The nature and amount of each individually significant transactions; and The extent of any collectively significant transactions, qualitatively or quantitatively. • The revised FRS 127 "Consolidated and separate financial statements" (applies prospectively to transactions with noncontrolling interests from 1 July 2010) requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. When this standard is effective, all earnings and losses of the subsidiary are attributed to the parent and the non-controlling interest, even if the attribution of losses to the non-controlling interest results in a debit balance in the shareholders’ equity. Profit or loss attribution to non-controlling interests for prior years is not restated. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss. • Amendment to FRS 2 "Share-based payment: Group cash-settled share-based payment transactions" (effective from 1 January 2011) clarifies that an entity that receives goods or services in a share-based payment arrangement must account for those goods or services no matter which entity in the group settles the transaction, and no matter whether the transaction is settled in shares or cash. The amendments also incorporate guidance previously included in IC Interpretation 8 "Scope of FRS 2" and IC Interpretation 11 "FRS 2 – group and treasury share transactions", which shall be withdrawn upon application of this amendment. • Amendments to FRS 7 "Financial instruments: Disclosures" and FRS 1 "First-time adoption of financial reporting standards" (effective from 1 January 2011) requires enhanced disclosures about fair value measurement and liquidity risk. In particular, the amendment requires disclosure of fair value measurements by level of a fair value measurement hierarchy. The Group has applied the transitional provision which exempts entities from disclosing the possible impact arising from the initial application of this amendment on the financial statements of the Group and Bank. • Amendment to FRS 132 "Financial instruments: Presentation" on classification of rights issues (effective from 1 March 2010) addresses accounting for rights issues that are denominated in a currency other than the functional currency of the issuer. Provided certain conditions are met, such rights issues are now classified as equity instruments instead of as derivative liabilities, regardless of the currency in which the exercise price is denominated. Currently, these issues are accounted for as derivative liabilities. • IC Interpretation 4 "Determining whether an arrangement contains a lease" (effective from 1 January 2011) requires the Group to identify any arrangement that does not take the legal form of a lease, but conveys a right to use an asset in return for a payment or series of payments. This interpretation provides guidance for determining whether such arrangements are, or contain, leases. The assessment is based on the substance of the arrangement and requires assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset and the arrangement conveys a right to use the asset. If the arrangement contains a lease, the requirements of FRS 117 "Leases" should be applied to the lease element of the arrangement. 69 AFFIN BANK BERHAD (25046-T) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (A) BASIS OF PREPARATION (continued) Standards, amendments to published standards and interpretations to existing standards that are applicable to the Group but not yet effective (continued) • IC Interpretation 17 "Distribution of non-cash assets to owners" (effective from 1 July 2010) provides guidance on accounting for arrangements whereby an entity distributes non-cash assets to shareholders either as a distribution of reserves or as dividends. FRS 5 has also been amended to require that assets are classified as held for distribution only when they are available for distribution in their present condition and the distribution is highly probable. • IC Interpretation 19 "Extinguishing financial liabilities with equity instruments” (effective from 1 July 2011) provides clarification when an entity renegotiates the terms of a financial liability with its creditor and the creditor agrees to accept the entity’s shares or other equity instruments to settle the financial liability fully or partially. A gain or loss, being the difference between the carrying value of the financial liability and the fair value of the equity instruments issued, shall be recognised in profit or loss. Entities are no longer permitted to reclassify the carrying value of the existing financial liability into equity with no gain or loss recognised in profit or loss. Improvements to FRSs: • FRS 2 (effective from 1 July 2010) clarifies that contributions of a business on formation of a joint venture and common control transactions are outside the scope of FRS 2. • FRS 3 (effective from 1 January 2011) - Clarifies that the choice of measuring non-controlling interests at fair value or at the proportionate share of the acquiree’s net assets applies only to instruments that represent present ownership interests and entitle their holders to a proportionate share of the net assets in the event of liquidation. All other components of non-controlling interest are measured at fair value unless another measurement basis is required by FRS. - Clarifies that the amendments to FRS 7, FRS 132 and FRS 139 that eliminate the exemption for contingent consideration, do not apply to contingent consideration that arose from business combinations whose acquisition dates precede the application of FRS 3 (2010). Those contingent consideration arrangements are to be accounted for in accordance with the guidance in FRS 3 (2005). • FRS 5 "Non-current assets held for sale and discontinued operations" (effective from 1 July 2010) clarifies that all of a subsidiary's assets and liabilities are classified as held for sale if a partial disposal sale plan results in loss of control. Relevant disclosure should be made for this subsidiary if the definition of a discontinued operation is met. • FRS 101 "Presentation of financial statements" (effective from 1 January 2011) clarifies that an entity shall present an analysis of other comprehensive income for each component of equity, either in the statement of changes in equity or in the notes to the financial statements. • FRS 138 "Intangible Assets" (effective from 1 July 2010) clarifies that a group of complementary intangible assets acquired in a business combination may be recognised as a single asset if each asset has similar useful lives. • IC Interpretation 9 (effective from 1 July 2010) clarifies that this interpretation does not apply to embedded derivatives in contracts acquired in a business combination, businesses under common control or the formation of a joint venture. The Group will apply these standards when effective. The adoption of these standards and amendments will not have significant impact on the results of the Group and the Bank. Annual Report 2010 70 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (B) ECONOMIC ENTITIES IN THE GROUP The consolidated financial statements include the financial statements of the Bank, subsidiaries and jointly controlled entities, made up to the end of the financial year. Subsidiaries Subsidiaries are all those corporations, partnerships, or other entities in which the Group has power to exercise control over the financial and operating policies so as to obtain benefits from their activities, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and de-consolidated from the date that control ceases. The Group uses the purchase method of accounting to account for the acquisition of subsidiaries. The cost of an acquisition is measured as fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of identifiable net assets acquired at the date of acquisition is reflected as goodwill (refer to accounting policy Note C on goodwill). If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. Intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary, to ensure consistency with the policies adopted by the Group. The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the Group’s share of its net assets as of the date of disposal including the cumulative amount of any exchange differences that relate to the subsidiary is recognised in the consolidated income statement. Jointly controlled entity Jointly controlled entities are corporations, partnerships or other entities over which there is contractually agreed sharing of control by the Group with one or more parties where the strategic financial and operating decisions relating to the entities require unanimous consent of the parties sharing control. Investment in jointly controlled entities are accounted for in the consolidated financial statements using the equity method of accounting and are initially recognised at cost. The Group's investment in jointly controlled entities includes goodwill identified on acquisition, net of any accumulated impairment loss. The Group's share of the post-acquisition profits or losses of the jointly controlled entities are recognised in the income statement, and its share of the post-acquisition movements in reserves are recognised in reserves. The cummulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in a jointly controlled entities equals or exceeds its interest in the jointly controlled entity, including any other unsecured receivables, the Group's interest is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the jointly controlled entity. Where neccessary, adjustments have been made to the financial statements of jointly controlled entities to ensure consistency of accounting policies with those of the Group. Dilution gains and losses in jointly controlled entities are recognised in the income statement. For incremental interest in a jointly controlled entity, the date of acquisition is purchase date at each stage and goodwill is calculated at each purchase date based on the fair value of assets and liabilities identified. There is no "step up to fair value" of net assets of previously acquired stake and the share of profits and equity movements for the previously acquired stake is recorded directly through equity. 71 AFFIN BANK BERHAD (25046-T) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (B) ECONOMIC ENTITIES IN THE GROUP (continued) Jointly controlled entity (continued) When the Group ceases to have control or joint control over an entity, the carrying amount of the investment at the date control, joint control or significant influence ceases become its cost on initial measurement as a financial asset in accordance with FRS 139. Any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. In the Bank's financial statements, the investment in subsidiaries and jointly controlled entity is stated at cost less impairment losses. At each reporting date, the Bank assesses whether there is any indication of impairment. If such indication exist, an analysis is performed to assess whether the carrying amount of the investment is fully recoverable. A write-down is made if the carrying amount exceeds the recoverable amount. Any subsequent increase in recoverable amount is recognised in the income statement (refer to accounting policy D for impairment of non-financial assets). (C) INTANGIBLE ASSET Goodwill Goodwill represents the excess of the cost of acquisition of subsidiaries, jointly controlled entities and associated company over the fair value of the Group’s share of the identifiable net assets at the date of acquisition. Goodwill on acquisition of subsidiaries are included in the statement of financial position as intangible assets. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicated that the goodwill may be impaired. The amount retained in the consolidated financial statements is stated at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units ('CGU') for the purpose of impairment testing. The allocation is made to those CGUs that are expected to benefit from the synergies of the business combination in which goodwill arose. The Group allocates its goodwill between the enterprise and consumer banking segment. Computer software Acquired computer software are capitalised on the basis of the cost incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives (five years). Computer software classified as intangible asset are stated at cost less accumulated amortisation and accumulated impairment losses, if any. Costs associated with developing or maintaining computer software programmes are recognised as an expense when incurred. Costs that are directly associated with identifiable and unique software products controlled by the Group, and that will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Direct costs include software development employee costs and appropriate portion of relevant overhead. (D) IMPAIRMENT OF NON-FINANCIAL ASSETS Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the assets's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. The impairment loss is charged to the income statement unless it reverses a previous revaluation in which case it is charged to the revaluation surplus. Any subsequent increase in recoverable amount is recognised in the income statement unless it reverses an impairment loss on a revalued asset in which case it is taken to revaluation surplus. Annual Report 2010 72 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (E) RECOGNITION OF INTEREST / FINANCING INCOME FRS 139 prescribes that financial assets classified as held-to-maturity and loans and receivables are measured at amortised cost using effective interest method. Whilst the Group and the Bank's financial investments held-to-maturity are already measured on this basis under the requirements of BNM's revised BNM/GP8 effective from 1 January 2005, interest income on its loans and receivables continued to be recognised based on contractual interest rates. Upon the full adoption of FRS 139 on 1 January 2010, interest income is recognised using effective interest rates ('EIR'), which is the rate that exactly discounts estimated future cash receipts through the expected life of the loan or, when appropriate, a shorter period to the net carrying amount of the loan. Prior to the adoption of FRS 139, interest accrued and recognised as income prior to the date that a loan is classified as impaired is reversed out of income and set-off against the interest receivable account in the statement of financial position. Thereafter, interest on the impaired loan is recognised as income on a cash basis. Upon adoption of FRS 139, once a loan has been written down as a result of an impairment loss, interest income is thereafter recognised using the rate of interest used to discount the future cash flows for the purpose of measuring impairment loss. The effects of the changes are disclosed in Note 45. Islamic financing income is recognised on an accrual basis in accordance with the Shariah principles and Guidelines on Financial Reporting for Licensed Islamic Banks ('BNM/GP8-i'). Al-Ijarah Thumma Al-Bai' ('AITAB') financing income recognised using the effective income rates method over the lease terms, whilst Al-Bai' Bithaman Ajil ('BBA'), Al-Murabahah, Al-Istisna' and Bai'-Inah financing income is recognised on a monthly basis over the period of the financing contracts, based on an agreed profit at the inception of such contracts. Interest income from securities portfolio is recognised on an accrual basis using the effective interest method. The interest income includes coupons earned/accrued and accretion/amortisation of discount/premium on these securities. (F) RECOGNITION OF FEES, OTHER INCOME AND INTEREST EXPENSE Loan arrangement fees and commissions are recognised as income when all conditions precedent are fulfilled. Commitment fees and guarantee fees which are material are recognised as income based on time apportionment. Dividends from subsidiaries are recognised when the shareholders' right to receive payment is established. Dividends from securities portfolio are recognised when received. Fees and other profit from Islamic banking business are recognised on an accrual basis in accordance with the principles of Shariah. Interest expense and attributable profit payable on deposits and borrowings are recognised on an accrual basis. (G) FINANCIAL ASSETS The Group and the Bank have changed its accounting policy for recognition and measurement of financial assets upon adoption of FRS 139 "Financial Instruments: Recognition and Measurement" on 1 January 2010. The Group and the Bank have applied the new policy according to the transitional provision of FRS 139 by re-measuring all financial assets, as appropriate, and recording and adjustments to the previous carrying amounts to opening retained earnings. Refer to Note 45 for the impact of this change in accounting policy. In accordance with FRS 139, all financial assets which include derivative financial instruments have to be recognised in the statement of financial position and measured in accordance with their assigned category. The Group and the Bank allocates financial assets to the following FRS 139 categories: loans, advances and financing; financial assets at fair value through profit or loss, financial investment available-for-sale; and financial investments held-to-maturity. Management determines the classification of its financial instruments at initial recognition. 73 AFFIN BANK BERHAD (25046-T) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (G) FINANCIAL ASSETS (continued) Loans, advances and financing Loans, advances and financing are non-derivative financial assets with fixed or determinable payments that are not quoted in active market. Loans, advances and financing are initially recognised at fair value which is the cash consideration to originate or purchase the loan including any transaction costs and measured subsequently at amortised cost using the effective interest rate method, less impairment allowance. An uncollectible loan, advance and financing or portion of a loan, advance and financing classified as bad is written off after taking into consideration the realisable value of collateral, if any, when in the judgement of the management, there is no prospect of recovery. The adoption of FRS 139 has resulted in a change in accounting policy relating to the assessment for impairment of loans, advances and financing. The existing accounting policies relating to the assessment of impairment of other financial assets of the Group and the Bank are already largely in line with those of FRS 139. Prior to the adoption of FRS 139, allowances for impaired loans, advances and financing (previously referred to as non-performing loans) were computed in conformity with the BNM/GP3 -Guidelines on Classification of Non-Performing Loans and Provision for Substandard, Bad and Doubtful Debts. Upon the adoption of FRS 139, the Group and the Bank assess at each reporting date whether there is objective evidence that a loan or group of loans is impaired. A loan or a group of loans is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the loan (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the loan or group of loans that can be reliably estimated. The criteria that the Group and the Bank use to determine that there is objective evidence of an impairment loss include among others: • • • • past due contractual payments; significant financial difficulties of borrower; probability of bankruptcy or other financial re-organisation; default of related borrower. The estimated period between a loss occurring and its identification for credit cards is six months and for all other loans are twelve months. The Group and the Bank first assess whether objective evidence of impairment exists individually for loans that are individually significant, and individually or collectively for loans that are not individually significant. If the Group and the Bank determine that no objective evidence of impairment exists for an individually assessed loan, whether significant or not, it includes the loan in a group of loans with similar credit risk characteristics and collectively assesses them for impairment. Loans 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. Loans that are individually assessed for impairment and for which no impairment loss is required (over collateralised loans) are collectively assessed as a separate segment. The amount of the loss is measured as the difference between the loan’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the loan’s original effective interest rate. The carrying amount of the loan is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. The calculation of the present value of the estimated future cash flows of a collateralised loan reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral, whether or not foreclosure is probable. Annual Report 2010 74 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (G) FINANCIAL ASSETS (continued) Loans, advances and financing (continued) For the purposes of a collective evaluation of impairment, loans are grouped on the basis of similar credit risk characteristics. Those characteristics are relevant to the estimation of future cash flows for groups of such loans by being indicative of the borrowers’ ability to pay all amounts due according to the contractual terms of the loans being evaluated. Future cash flows in a group of loans that are collectively evaluated for impairment are estimated on the basis of the contractual cash flows of the loans in the Bank and historical loss experience for loans with credit risk characteristics similar to those in the Bank. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not currently exist. Estimates of changes in future cash flows for groups of loans should reflect and be directionally consistent with changes in related observable data from period to period (for example, changes in unemployment rates, property prices, payment status, or other factors indicative of changes in the probability of losses in the Group and the Bank and their magnitude). The methodology and assumptions used for estimating future cash flows are reviewed regularly by the Group and the Bank to reduce any differences between loss estimates and actual loss experience. The collective assessment is also subject to the transitional arrangement prescribed in BNM's guidelines on Classification and Impairment Provisions for Loans/Financing issued on 17 December 2010. Financial assets at fair value through profit or loss This category comprises two sub-categories: financial assets classified as held-for-trading and financial assets designated by the Group and the Bank as at fair value through profit or loss upon initial recognition. A financial asset is classified as held-for-trading if it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term or if it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking. Derivatives are also categorised as held-for trading unless they are designated and effective as hedging instruments. Derivative are recognised in the statement of financial position as ‘Derivative financial assets’ when their fair values are positive. Financial assets held-for-trading consist of debt instruments, including moneymarket paper, traded corporate and bank loans, and equity instruments, as well as financial assets with embedded derivatives. They are recognised in the consolidated statement of financial position as 'Financial assets held-for-trading'. Financial instruments included in this category are recognised intially at fair value; transaction costs are taken directly to the income statement. Gains and lossess arising from changes in fair value are included directly in the income statement. The Group and the Bank may designate certain financial assets upon initial recognition as at fair value through profit or loss (fair value option). This designation cannot subsequently be changed. According to FRS 139, the fair value option is only applied when the following conditions are met: • • • the application of the fair value option reduces or eliminates an accounting mismatch that would otherwise arise or the financial assets are part of a portfolio of financial instruments which is risk managed and reported to senior management on a fair value basis or the financial assets consists of debt host and an embedded derivatives that must be separated. Financial assets for which the fair value option is applied are recognised in the statement of financial position as 'Financial assets designated at fair value'. Fair value changes relating to financial assets designated at fair value through profit or loss are recognised in the income statement. The Group and the Bank may choose to reclassify a non-derivative financial assets held-for-trading out of this category where: • • in rare circumstances, it is no longer held for the purpose of selling or repurchasing in the near term or it is no longer held for purpose of trading, it would have met the definition of a loan and receivable on initial classification and the Group and the Bank have the intention and ability to hold it for the foreseeable future or until maturity. 75 AFFIN BANK BERHAD (25046-T) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (G) FINANCIAL ASSETS (continued) Financial investments available-for-sale Financial investments available-for-sale are non-derivative financial assets that are either designated in this category or not classified as held-for-trading or held-to-maturity investments. Investments in equity instruments where there is no quoted market price in an active market and whose fair value cannot be reliably measured, will be stated at cost. Any gains or losses arising from the change in fair value adjustments are recognised directly in statement of comprehensive income except for impairment losses and foreign exchange gains or losses. When the financial asset is derecognised, the cumulative gains or loss previously recognised in statement of comprehensive income shall be transferred to the income statement. A financial investments available-for-sale that would have met the definition of loans and receivables may only be transferred from the available-for-sale classification where the Group and the Bank have the intention and the ability to hold the asset for the foreseeable future or until maturity. Impairment of financial investments available-for-sale is assessed when there is an objective evidence of impairment. Cumulative unrealised losses that had been recognised directly in equity shall be removed and recognised in income statement even though the securities have not been derecognised. Impairment loss in addition to the above unrealised losses is also recognised in the income statement. Subsequent reversal of impairment on debt instrument in the income statement is allowed when the decrease in impairment can be related objectively to an event occuring after the impairment was recognised. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is objective evidence of impairement resulting in the recognition of an impairement loss. Impairment losses recognised in the income statement on equity instruments shall not be reversed. Financial investments held-to-maturity Financial investments held-to-maturity are non-derivative financial assets with fixed or determinable payments and fixed maturity that the Group and the Bank have the positive intention and ability to hold to maturity. Financial investments held-to-maturity are measured at amortised cost using the effective interest method. Gains or losses are recognised in income statement when the securities are derecognised or impaired and through the amortisation process. If, as a result of a change in intention or ability, it is no longer appropriate to calssify a financial investment as held-to-maturity, the Group and the Bank shall reclassify the investment as available-for-sale and remeasured at fair value, and the difference between its carrying amount and fair value shall be recognised in other comprehensive income, except for impairment losses and foreign exchange gains and losses. Any sale or reclassification of a significant amount of financial investments held-to-maturity before maturity during the current financial year or last two preceding financial years will “taint” the entire category and result in the remaining financial investments held-to-maturity being reclassified to available-for-sale except for sales or reclassification that: • • • are so close to maturity or call date that changes in the market rate of interest would not have significant effect on the financial asset's fair value; occur after the Group and the Bank have collected substantially all of the financial asset's original principal; or are attributable to an isolated event that is beyond the Group and the Bank's control are non-recurring and could not have been reasonably anticipated by the Group and the Bank. Impairment of financial investments held-to-maturity is assessed when there is an objective evidence of impairment. The impairment loss is measured as the difference between the financial investments' carrying amount and the present value of estimated future cash flows discounted at the financial investments' original effective interest rate. Subsequent reversal of impairment is allowed in the event of an objective decrease in impairment. Recognition of impairment losses and its reversal is made through the income statement. Annual Report 2010 76 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (G) FINANCIAL ASSETS (continued) Recognition The Group and the Bank use trade date accounting for regular way contracts when recording financial asset transactions. Financial assets that are transferred to a third party but do not qualify for derecognition are presented in the statement of financial position as 'Assets pledged as collateral', if the transferee has the right to sell or repledge them. (H) FINANCIAL LIABILITIES In accordance with FRS 139, all financial liabilities which include derivative financial instruments have to be recognised in the statement of financial position and measured in accordance with their assigned category. The Group and the Bank's holding in financial liabilities are in financial liabilities at fair value through profit or loss (including financial liabilities held for trading and those that designated at fair value) and financial liabilities at amortised cost. Financial liabilities are derecognised when extinguished. Financial liabilities at fair value through profit or loss This category comprises two sub-categories: financial liabilities classified as held-for-trading, and financial liabilities designated by the Group and the Bank as at fair value through profit or loss upon initial recognition. A financial liability is classified as held-for-trading if it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term or if it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking. Derivatives are also categorised as held-for trading unless they are designated and effective as hedging instruments. Derivative are recognised in the statement of financial position as ‘Derivative financial liabilities’ when their fair values are negative. Financial liabilities held-for-trading also include obligations to deliver financial assets borrowed by a short seller. Those financial instruments are recognised in the statement of financial position as 'Financial liabilities held-for-trading'. Gains and losses arising from changes in fair value of financial liabilities classified held-for-trading are included in the income statement. The Group and the Bank measure all financial liabilities at amortised cost using the effective interest method except for: • • • • • derivatives that are liabilities, which shall be measured at fair value. For derivative liabilities that are linked to and settled by delivery of unquoted equity instruments whose fair value cannot be realiably measured, the derivatives shall be measured at cost; financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies; financial guarantee contracts; commitments to provide a loan at below-market interest rate; and financial liabilities that designated as hedged items and subject to hedge accounting requirements under the applicable FRS. Financial liabilities for which the fair value option is applied are recognised in the statement of financial position as 'Financial liabilities designated at fair value'. Fair value changes relating to financial liabilities designated at fair value through profit or loss are recognised in income statement. Other liabilities measured at amortised cost Financial liabilities that are not classified as at fair value through profit or loss fall into this category and are measured at amortised cost. All the financial liabilities of the Group and the Bank are measured at amortised cost. Derecognition Financial assets are derecognised when the contractual rights to receive the cash flows from these assets have ceased to exist or the assets have been transferred and substantially all the risks and rewards of ownership of the assets are also transferred (that is, if substantially all the risks and rewards have not been transferred, the Group and the Bank test control to ensure that continuing involvement on the basis of any retained powers of control does not prevent derecognition). Financial liabilites are derecognised when they have been redeemed or otherwise extinguished. 77 AFFIN BANK BERHAD (25046-T) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (I) PROPERTY AND EQUIPMENT AND DEPRECIATION Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Freehold land is not depreciated as it has an infinite life. Other property and equipment are depreciated on the straight line basis to write off the cost of the assets or their revalued amounts, to their residual values over their estimated useful lives, summarised as follows: Buildings Leasehold buildings Renovation and leasehold premises Office equipment and furniture Computer equipment and software Motor vehicles 50 years Over the remaining lease period 5 years or the period of the lease whichever is greater 10 years 5 years 5 years Residual value and useful lives of assets are reviewed, and adjusted if appropriate, at each reporting date. At each reporting date, the Group assesses whether there is any indication of impairment. If such indications exist, an analysis is performed to assess whether the carrying amount of the asset is recoverable. A write down is made if the carrying amount exceeds the recoverable amount. Any subsequent increase in the recoverable amount is recognised in the income statement (refer to accounting policy D on impairment of non-financial assets). Gains and losses on disposal are determined by comparing proceeds with carrying amount and are recognised within other operating income in the income statement. (J) LAND HELD FOR SALE Land held for sale is stated at cost less accumulated impairment losses. Where an indication of impairment exists, an analysis is performed to assess whether the carrying amount of the land is fully recoverable. A write-down would be made if the carrying amount exceeded the recoverable amount. Any subsequent increase in recoverable amount would be recognised in the income statement. (K) LEASES Accounting by lessee Finance leases Leases of property and equipment where the Group assumes substantially all the benefits and risks of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a periodic constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in borrowings. The interest element of the finance charge is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Property and equipment acquired under finance leases are depreciated over the shorter of the estimated useful life of the asset and the lease term. Initial direct costs incurred by the Group in negotiating and arranging finance leases are added to the carrying amount of the leased assets and recognised as an expense in income statement over the lease term on the same basis as the lease expense. Annual Report 2010 78 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (K) LEASES (continued) Accounting by lessee (continued) Operating leases Leases of assets where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on the straight line basis over the lease period. Initial direct costs incurred by the Group in negotiating and arranging operating leases are recognised in income statement when incurred. Following the adoption of the improvement to FRS 117 “Leases”, leasehold land in which the Group has substantially all the risks and rewards incidental to ownership has been reclassified retrospectively from operating lease to finance lease. Previously, leasehold land was classified as an operating lease unless title is expected to pass to the lessee at the end of the lease term. Refer to Note 45 for the impact of this change in accounting policy. Accounting by lessor Finance leases When assets are leased out under a finance lease, the present value of the lease payments is recognised as a receivable. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income. Lease income is recognised over the term of the lease using the net investment method so as to reflect a constant periodic rate of return. Operating leases When assets are leased out under an operating lease, the asset is included in the statement of financial position based on the nature of the asset. Lease income is recognised over the term of the lease on a straight-line basis. (L) FOREIGN CURRENCY TRANSLATIONS Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Ringgit Malaysia, which is the Group and the Bank’s functional and presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchanges rate prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at yearend exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges. Changes in the fair value of monetary financial assets denominated in foreign currency classified as available-for-sale are analysed between translation differences resulting from changes in the amortised cost of the financial asset and other changes in the carrying amount of the financial asset. Translation differences related to changes in the amortised cost are recognised in income statement, and other changes in the carrying amount are recognised in other comprehensive income. Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit and loss, are reported as part of the fair value gain or loss. Translation differences on non-monetary financial assets such as equities classified as available-for-sale are included in the fair value reserve in other comprehensive income. 79 AFFIN BANK BERHAD (25046-T) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (M) DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING Derivatives are initially recognised at fair values on the date on which derivative contracts are entered into and are subsequently remeasured at their fair values. Fair values are obtained from quoted market prices in active markets, including recent market transactions, and valuation techniques, including discounted cash flow models and option pricing models, as appropriate. All derivatives are carried as assets when fair values are positive and as liabilities when fair values are negative. The best evidence of fair value of a derivative at initial recognition is the transaction price (i.e the fair value of the consideration given or received) unless fair value of the instrument is evidenced by comparison with other observable current market transactions in the same instrument (i.e without modification or repackaging) or based on a valuation technique whose variables include only data from observable markets. When such evidence exists, the Group and the Bank recognise profits immediately. The method of recognising the resulting fair value gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either: (1) hedges of the fair value of recognised assets or liabilities or firm commitments (fair value hedge); or (2) hedges of highly probable future cash flows attributable to a recognised asset or liability, or a forecasted transaction (cash flow hedge). Hedge accounting is used for designated derivatives in this way provided certain criterias are met. The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and an on-going basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. Fair value hedge Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged assets or liabilities that are attributable to the hedged risk. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used, is amortised to income statement over the period to maturity. The adjustment to the carrying amount of a hedged equity security remains in retained earnings until the disposal of the equity security. Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in other comprehensive income. The gain and loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in other comprehensive income are recycled to the income statement in the periods in which the hedged item will affect income statement (for example, when the forecast sale that is hedged take place). When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing at that time remains in other comprehensive income and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cummulative gain or loss that was reported in other comprehensive income is immediately transferred to the income statement. Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the income statement. Gains and losses on interest rate swaps, futures, forward and option contracts that qualify as hedges are deferred and amortised over the life of hedged assets or liabilities as adjustments to interest income or interest expense. Gains and losses on interest rate swaps, futures, forward and option contracts that do not qualify as hedges are recognised in the current financial year using the mark-to-market method and are included in the income statement. Annual Report 2010 80 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (N) INCOME TAX Current tax Current tax expense is determined according to the tax laws of each jurisdiction in which the Group operates and include all taxes based upon the taxable profits for the financial year. Deferred tax Deferred tax is recognised in full, using the liability method, on temporary differences arising between the amounts attributed to assets and liabilities for tax purposes and their carrying amounts in the financial statements. However, deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences or unused tax losses can be utilised. Deferred tax is determined using tax rates (and tax laws) that have been enacted or substantially enacted by end of the reporting date and are expected to apply when the related deferred tax assets is realised or the deferred tax liability is settled. Deferred tax is recognised on temporary differences arising principally arising from depreciation of property and equipment, amortisation of intangible assets, foreign exchange and derivatives, provision for other liabilities and unused tax losses carried forward. Deferred tax related to fair value re-measurement of financial investment available-for-sale, which are charged or credited directly to other comprehensive income and is subsequently recognised in the income statement together with the deferred gain or loss. (O) ZAKAT Zakat represents business zakat payable by the Group to comply with the principles of Shariah and as approved by the Shariah Committee. The Bank's subsidiary, AFFIN Islamic Bank Berhad only pays zakat on its business and does not pay zakat on behalf of depositors or shareholders. Zakat provision is calculated based on 2.5% of the net asset method. (P) CASH AND CASH EQUIVALENTS Cash and cash equivalents consists of cash in hand, bank balances and deposits and placements maturing within one month which are held for the purpose of meeting short term commitments and are readily convertible to cash without significant risk of changes in value. (Q) FORECLOSED PROPERTIES Foreclosed properties are stated at the lower of cost and net realisable value. (R) CONTINGENT LIABILITIES AND CONTINGENT ASSETS The Group and the Bank does not recognise a contingent liability but discloses its existence in the financial statements. A contingent liability is possible obligation that arises from past events whose existence will be confirmed by the occurrence or nonoccurrence of one or more uncertain future events beyond the control of the Group and the Bank or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in the extremely rare case where there is a liability that cannot be recognised because it cannot be measured reliably. A contingent asset is a possible asset that arises from past events whose existence will be confirmed by the occurrence or nonoccurrence of one or more uncertain future events beyond the control of the Group and the Bank. The Group and the Bank does not recognise contingent assets but discloses its existence where inflows of economic benefits are probable, but not virtually certain. 81 AFFIN BANK BERHAD (25046-T) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 (S) BILLS AND ACCEPTANCES PAYABLE Bills and acceptances payable represent the Bank's own bills and acceptances rediscounted and outstanding in the market. (T) OTHER PROVISIONS Provisions are recognised by the Group and the Bank when all of the following conditions have been met: • • • the Group and the Bank has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources to settle the obligation will be required; and a reliable estimate of the amount of obligation can be made. (U) EMPLOYEE BENEFITS Short term employee benefits Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Group. Defined contribution plan The defined contribution plan is a pension plan under which the Group pays fixed contributions to the National Pension Scheme, the Employees' Provident Fund ('EPF') and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods. The Group's contribution to defined contribution plans are charged to the income statement in the period to which they relate. Once the contributions have been paid, the Group has no further payment obligations. Termination benefits Termination benefits are payable whenever an employee's employment is terminated before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminate the employment of current employees according to a detailed formal plan without any possibility of withdrawal or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Annual Report 2010 82 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 1 GENERAL INFORMATION The Bank is principally engaged in all aspects of banking and related financial services. The principal activities of the Bank's subsidiaries are Islamic banking business, property management services, nominee and trustee services. There have been no significant changes in these principal activities during the financial year. The number of employees in the Group and the Bank as at 31 December 2010 was 3,113 (2009: 3,065) and 2,933 (2009: 2,900) employees respectively. The holding company of the Bank is AFFIN Holdings Berhad, a public listed company incorporated in Malaysia and the ultimate holding corporate body is Lembaga Tabung Angkatan Tentera, a statutory body incorporated under the Tabung Angkatan Tentera Act, 1973. The Bank is a limited liability company, incorporated and domiciled in Malaysia. 2 CASH AND SHORT-TERM FUNDS Cash and bank balances with banks and other financial institutions Money at call and deposit placements maturing within one month 3 The Bank 2010 2009 RM'000 RM'000 172,530 138,525 169,157 134,582 8,457,033 5,994,364 5,933,150 4,042,363 8,629,563 6,132,889 6,102,307 4,176,945 DEPOSITS AND PLACEMENTS WITH BANKS AND OTHER FINANCIAL INSTITUTIONS Licensed banks Licensed investment banks 4 The Group 2010 2009 RM'000 RM'000 The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 15,681 176,654 142,777 382,879 176,654 480,494 142,777 192,335 142,777 559,533 623,271 FINANCIAL ASSETS HELD-FOR-TRADING The Group 2010 2009 RM'000 RM'000 At fair value Bank Negara Malaysia Monetary Notes Negotiable Instruments of Deposit The Bank 2010 2009 RM'000 RM'000 99,853 50,000 150,000 99,853 50,000 150,000 149,853 150,000 149,853 150,000 83 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 5 FINANCIAL INVESTMENTS AVAILABLE-FOR-SALE The Group 2010 2009 RM'000 RM'000 At fair value Malaysian Government treasury bills Malaysian Government securities Malaysian Government investment issues BNM Sukuk Bank Negara Malaysia Monetary Notes Negotiable Instruments of Deposit and Islamic Debt Certificates Bankers' acceptances and Islamic accepted bills Khazanah bonds 6 The Bank 2010 2009 RM'000 RM'000 166,566 756,181 1,398,095 31,712 1,006,592 151,098 1,632,607 877,623 638,548 137,730 756,181 668,411 849,557 93,392 1,632,607 235,469 408,072 140,057 556,994 13,250 460,002 36,580 24,961 140,057 556,994 - 460,002 - 4,069,447 3,821,419 3,108,930 2,829,542 51,375 2,167 65,059 2,253 40,920 2,167 54,617 2,253 Quoted securities: Shares in Malaysia Private debt securities in Malaysia Unquoted securities: Shares in Malaysia Private debt securities - in Malaysia - outside Malaysia 93,173 - 93,101 - 1,253,121 336,775 1,495,913 312,425 890,568 325,834 1,131,828 284,483 Allowance for impairment of securities 5,806,058 (40,005) 5,697,069 (69,698) 4,461,520 (33,260) 4,302,723 (62,953) 5,766,053 5,627,371 4,428,260 4,239,770 FINANCIAL INVESTMENTS HELD-TO-MATURITY The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 At amortised cost Quoted securities: Private debt securities in Malaysia 38,123 38,123 38,123 38,123 Unquoted securities: Private debt securities in Malaysia 480,788 478,915 480,620 478,747 - 54,393 - 53,818 518,911 (87,752) 571,431 (89,957) 518,743 (87,584) 570,688 (89,789) 431,159 481,474 431,159 480,899 At cost Unquoted shares in Malaysia Allowance for impairment of securities Annual Report 2010 84 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 7 LOANS, ADVANCES AND FINANCING The Group 2010 2009 RM'000 RM'000 (i) The Bank 2010 2009 RM'000 RM'000 By type Overdrafts Term loans/financing - Housing loans/financing - Hire purchase receivables - Syndicated financing - Other term loans/financing Bills receivables Trust receipts Claims on customers under acceptances credits Staff loans/financing (of which RM Nil to Directors) Credit/charge cards Revolving credits Factoring 1,971,364 1,936,567 1,747,438 1,718,354 3,885,327 7,835,986 1,371,964 7,784,898 39,077 266,050 659,074 151,146 101,682 2,476,644 3,185 3,248,631 6,592,317 1,099,161 6,363,775 39,727 316,033 603,804 151,565 96,468 2,148,317 3,532 2,831,771 6,774,821 1,254,969 6,850,106 37,688 222,092 601,137 143,110 101,682 2,334,181 3,185 2,415,866 5,729,092 920,137 5,811,261 31,856 239,571 508,763 143,702 96,468 2,029,715 3,532 Gross loans, advances and financing Less: Allowance for bad and doubtful debts and financing - General - Specific Allowance for impairment - Individual - Collective 26,546,397 22,599,897 22,902,180 19,648,317 - (335,067) (275,526) - (291,000) (248,722) (175,849) (395,701) - (139,709) (343,220) - Total net loans, advances and financing 25,974,847 21,989,304 22,419,251 19,108,595 - Included in term loans are housing loans sold to Cagamas Berhad with recourse amounting to RM286,370,000 (2009: RM297,216,000). - Included in Group's other term loan/financing as at reporting is RM13.5 million (2009: RM13.5 million) of term financing disbursed by AFFIN Islamic Bank Bhd to jointly controlled entity, AFFIN-i Goodyear Sdn Bhd. (ii) By maturity structure The Group 2010 2009 RM'000 RM'000 Maturing within one year One year to three years Three years to five years Over five years The Bank 2010 2009 RM'000 RM'000 6,552,073 2,748,818 4,411,920 12,833,586 6,032,892 2,624,066 3,450,201 10,492,738 5,989,754 2,581,046 3,906,606 10,424,774 5,432,079 2,410,452 3,214,452 8,591,334 26,546,397 22,599,897 22,902,180 19,648,317 85 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 7 LOANS, ADVANCES AND FINANCING (continued) The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 (iii) By type of customer Domestic non-bank financial institutions - Stockbroking companies - Others Domestic business enterprises - Small and medium enterprises - Others Government and statutory bodies Individuals Other domestic entities Foreign entities 270 2,146,330 1,519,286 270 1,724,629 1,333,982 6,789,502 5,785,703 75,394 11,473,630 45,584 229,984 6,182,392 4,628,530 93,267 9,909,813 20,117 246,492 6,311,415 5,265,662 75,394 9,369,378 43,749 111,683 5,670,572 4,245,440 84,326 8,191,403 19,297 103,297 26,546,397 22,599,897 22,902,180 19,648,317 286,138 7,834,034 3,934,311 357,071 6,589,445 3,779,761 183,375 6,773,029 3,400,299 163,641 5,726,220 3,208,943 10,210,602 4,281,312 8,969,682 2,903,938 8,596,943 3,948,534 7,776,326 2,773,187 26,546,397 22,599,897 22,902,180 19,648,317 482,204 373,899 1,790,610 194,137 2,367,389 2,328,423 1,213,751 921,590 4,396,591 855,655 11,579,272 42,876 528,113 254,864 1,681,203 155,944 2,412,212 1,444,968 1,166,009 925,398 3,298,676 698,097 10,004,551 29,862 385,200 373,664 1,660,682 193,273 2,027,689 2,283,744 1,164,859 915,146 3,809,129 584,559 9,461,991 42,244 410,454 254,665 1,570,652 155,671 1,929,928 1,403,443 1,090,258 898,675 3,016,548 622,075 8,271,706 24,242 26,546,397 22,599,897 22,902,180 19,648,317 (iv) By interest/profit rate sensitivity Fixed rate - Housing loans/financing - Hire purchase receivables - Other fixed rate loans/financing Variable rate - BLR plus - Cost plus (v) By economic sector Primary agriculture Mining and quarrying Manufacturing Electricity, gas and water supply Construction Real estate Wholesale & retail trade and restaurants & hotels Transport, storage and communication Finance, insurance and business services Education, health and others Household Others Annual Report 2010 86 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 7 LOANS, ADVANCES AND FINANCING (continued) The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 (vi) By economic purpose Purchase of securities Purchase of transport vehicles Purchase of landed property of which: - Residential - Non-residential Fixed assets other than land and building Personal use Credit card Consumer durable Construction Merger and acquisition Working capital Others 268,145 7,869,187 171,054 6,619,191 254,706 6,807,263 150,042 5,751,834 3,982,258 2,637,636 339,184 721,877 101,682 1,067 772,577 4,867 9,635,096 212,821 3,473,593 1,605,207 274,654 746,550 96,468 1,365 652,128 14,598 8,519,822 425,267 2,913,043 2,211,785 329,088 689,560 101,682 1,033 648,490 4,867 8,739,309 201,354 2,579,015 1,430,102 270,145 721,970 96,468 1,324 518,311 14,598 7,729,265 385,243 26,546,397 22,599,897 22,902,180 19,648,317 27,648 902,980 1,271,331 853,633 7,602,382 8,720,586 721,564 663,856 2,027,324 623,000 567,382 256,176 732,788 1,173,362 277,901 124,484 17,882 954,969 1,110,256 726,315 6,552,003 7,060,962 635,459 575,803 1,849,159 416,548 521,026 232,161 572,920 1,048,697 177,666 148,071 25,762 691,342 1,176,306 689,294 6,423,997 7,876,473 660,393 623,077 1,889,371 368,284 277,903 58,335 707,464 1,137,077 277,889 19,213 16,255 743,340 1,027,779 597,903 5,582,084 6,425,087 585,102 550,692 1,711,981 313,620 293,468 48,822 555,644 999,578 177,651 19,311 26,546,397 22,599,897 22,902,180 19,648,317 (vii) By geographical distribution Perlis Kedah Pulau Pinang Perak Selangor Wilayah Persekutuan Negeri Sembilan Melaka Johor Pahang Terengganu Kelantan Sarawak Sabah Labuan Abroad 87 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 7 LOANS, ADVANCES AND FINANCING (continued) The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 774,886 264,897 1,086,173 - 714,430 194,513 1,035,778 - Acquisition from subsidiary Classified as impaired Reclassified as non-impaired Amount recovered Amount written-off 1,039,783 689,486 (313,791) (221,338) (223,017) 1,086,173 780,474 (379,573) (254,944) (457,244) 908,943 596,797 (271,704) (198,624) (216,890) 1,035,778 296 697,126 (336,133) (238,824) (443,813) At end of the financial year 971,123 774,886 818,522 714,430 The Group 2010 RM'000 The Bank 2010 RM'000 Individual impairment At beginning of the financial year Adoption of FRS 139 175,953 152,725 Provision for loan impairment Amount recovered Amount written-off Unwind of discount of allowance 175,953 198,023 (20,669) (170,906) (6,552) 152,725 172,716 (10,778) (169,730) (5,224) At end of the financial year 175,849 139,709 Collective impairment At beginning of the financial year Adoption of FRS 139 449,893 405,968 Provision for loan impairment/(recovered) Amount written-off 449,893 (3,044) (51,148) 405,968 (16,409) (46,339) At end of the financial year 395,701 343,220 (viii) Movements of impaired loans At beginning of the financial year Adoption of FRS 139 (ix) Movements in allowance for impairment Annual Report 2010 88 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 7 LOANS, ADVANCES AND FINANCING (continued) The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 (x) Movements in allowance for bad and doubtful debts and financing General allowance At beginning of the financial year Acquisition from subsidiary Adoption of FRS 139 Allowance made during the financial year Amount written-back 335,067 (335,067) - 297,932 37,182 (47) 291,000 (291,000) - 260,443 179 30,378 - At end of the financial year - 335,067 - 291,000 As % of gross loans, advances and financing less specific allowance - 1.50% - 1.50% 275,526 (275,526) - 448,783 322,570 9,843 (1,626) (46,977) (457,067) 248,722 (248,722) - 431,746 257 297,631 9,843 (1,626) (45,494) (443,635) - 275,526 - 248,722 11,937 50 99,831 2,360 252,660 8,263 48,103 4,633 15,108 8,301 519,877 - 5,443 985 81,803 2,154 140,963 28,820 21,538 3,768 15,498 9,021 460,095 4,798 11,874 78,707 2,066 175,208 8,263 45,555 4,633 14,469 8,301 469,446 - 5,345 985 57,120 2,125 140,798 28,820 19,695 3,768 14,911 9,021 427,044 4,798 971,123 774,886 818,522 714,430 Specific allowance At beginning of the financial year Acquisition from subsidiary Adoption of FRS 139 Allowance made during the financial year Transferred to allowance from impairment of securities Transferred to debt conversion Amount recovered Amount written-off At end of the financial year (xi) Impaired loans by economic sectors Primary agriculture Mining and quarrying Manufacturing Electricity, gas and water supply Construction Real estate Wholesale & retail trade and restaurants & hotels Transport, storage and communication Finance, insurance and business services Education, health and others Household Others 89 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 7 LOANS, ADVANCES AND FINANCING (continued) The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 (xii) Impaired loans by economic purposes Purchase of securities Purchase of transport vehicles Purchase of landed property of which: - Residential - Non-residential Fixed assets other than land and building Personal use Credit card Consumer durable Construction Working capital Others 2,741 81,586 3,614 86,447 2,741 73,743 3,614 80,252 407,763 44,744 3,633 16,373 636 34 197,713 215,683 217 341,928 51,691 4,639 18,946 865 33 33,127 224,587 9,009 365,321 44,119 3,185 16,170 636 34 136,000 176,360 213 314,856 48,411 4,191 18,927 865 33 33,127 203,383 6,771 971,123 774,886 818,522 714,430 840 40,612 30,120 16,202 426,852 185,642 37,483 15,854 88,097 17,013 8,009 6,171 6,614 14,387 45 77,182 563 27,157 30,702 15,372 310,686 178,535 36,656 17,717 113,682 11,596 4,462 5,147 7,075 15,497 39 - 840 39,228 27,892 14,559 382,454 173,975 35,466 15,356 85,252 13,368 6,529 3,011 6,387 14,160 45 - 563 26,525 27,896 14,414 274,721 169,880 34,871 17,594 110,807 9,019 3,589 2,329 6,814 15,369 39 - 971,123 774,886 818,522 714,430 (xiii) Impaired loans by geographical distribution Perlis Kedah Pulau Pinang Perak Selangor Wilayah Persekutuan Negeri Sembilan Melaka Johor Pahang Terengganu Kelantan Sarawak Sabah Labuan Abroad Annual Report 2010 90 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 8 OTHER ASSETS The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 27,273 4,160 60,301 160,648 (6,180) 22,285 153,097 57,437 180,329 2,142 26,606 4,077 49,593 160,253 (6,910) 21,707 129,236 51,273 179,916 2,139 246,202 415,290 233,619 384,271 19,164 (19,164) 20,167 (20,167) 17,274 (17,274) 18,277 (18,277) - - - - 2,984 (2,984) 2,820 (2,820) 2,774 (2,774) 2,617 ( 2,617) As restated/At end of the financial year - - - - Net book value at end of financial year - - - - At beginning of the financial year Amount arising during the financial year Disposal during the financial year 180,329 1,370 (18,611) 187,422 21,657 (26,952) 179,916 1,370 (18,611) 187,009 21,657 (26,952) Foreclosed properties - dimunition in value 163,088 (2,440) 182,127 (1,798) 162,675 (2,422) 181,714 (1,798) At end of the financial year 160,648 180,329 160,253 179,916 Other debtors, deposits and prepayments Clearing accounts Accrued interest/income receivable Prepaid lease rental (a) Foreclosed properties (b) Others (a) Prepaid lease rental Cost At beginning of the financial year As previously reported Reclassified to property and equipment (Note 15) As restated/At end of the financial year Less: Accumulated amortisation At beginning of the financial year As previously reported Reclassified to property and equipment (Note 15) (b) Foreclosed properties 91 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 9 DERIVATIVE FINANCIAL ASSETS At fair value Foreign exchange derivatives: Currency forwards Currency swaps Interest rate derivatives: Interest rate swap The Group and The Bank 2010 Contract/ notional amount Assets RM'000 RM'000 The Group and The Bank 2009 Contract/ notional amount Assets RM'000 RM'000 240,549 1,347,158 2,381 34,031 338,607 1,037,690 4,134 17,530 576,120 9,743 375,635 8,063 2,163,827 46,155 1,751,932 29,727 10 DEFERRED TAX ASSETS / (LIABILITIES) Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts determined after appropriate offsetting, are shown in the statement of financial position: The Group 2010 2009 RM'000 RM'000 Deferred tax assets: - to be recovered after more than 12 months - to be recovered within 12 months The Bank 2010 2009 RM'000 RM'000 5,221 (930) 47,681 7,108 - 47,171 7,219 4,291 54,789 - 54,390 (2,876) (22,056) (1) (2,876) (22,056) - (24,932) (1) (24,932) - 54,788 (21,123) 62,415 - 54,390 (19,269) 62,803 - 33,665 62,415 35,121 62,803 (Charged)/credited to income statement (Note 34) - property and equipment - intangible assets - general allowance on bad and doubtful debts - collective allowances (transitional provision) for bad and doubtful financing - revaluation gain/(losses) on forex - revaluation gain/(losses) on derivatives - others Charged to equity (50,191) 913 2,908 (83,767) 3 ,478 2,335 1,638 9,284 (57,219) 844 3,092 (72,750) 1,821 2,374 1,499 7,639 6,785 13,507 2,929 6,534 (4,115) 1,262 (10,233) (808) (11,105) 267 11,879 2,929 (3,480) (2,834) (1,700) (10,233) 2,242 (10,234) At end of the financial year (20,641) 54,788 (24,932) 54,390 Deferred tax liabilities: - to be recovered after more than 12 months - to be recovered within 12 months At beginning of the financial year Adoption of FRS 139 Annual Report 2010 92 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 10 DEFERRED TAX ASSETS / (LIABILITIES) (continued) The movements in deferred tax assets and liabilities during the financial year are as follows: The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 Subject to income tax Deferred tax assets (before offsetting) General allowance on bad and doubtful debts Collective allowances (transitional provision) for bad and doubtful financing Investment fluctuation reserve for financial investments available-for-sale Others - 83,767 - 72,750 6,785 - 267 - 12 2,285 12 12 2,284 8,045 Offsetting 6,797 (2,506) 86,064 (31,275) 279 (279) 83,079 (28,689) Deferred tax assets (after offsetting) 4,291 54,789 - 54,390 Deferred tax liabilities (before offsetting) Property and equipment Intangible assets Revaluation gain on forex Revaluation gain on derivatives Investment fluctuation reserve for financial investments available-for-sale (5,340) (5,252) - (6,255) (8,160) (13,507) (2,929) (5,059) (4,886) - (5,903) (7,978) (11,879) (2,929) (16,846) (425) (15,266) - Offsetting (27,438) 2,506 (31,276) 31,275 (25,211) 279 (28,689) 28,689 Deferred tax liabilities (after offsetting) (24,932) (1) (24,932) - The amount of unused tax losses for which no deferred tax asset is recognised in the statement of financial position are as follows: Tax losses 105,260 105,507 - - 11 STATUTORY DEPOSIT WITH BANK NEGARA MALAYSIA A non-interest bearing statutory deposit is maintained with Bank Negara Malaysia in compliance with requirements of Section 26(2)(c) of the Central Bank of Malaysia Act, 2009, the amounts of which is determined at a set percentages of total eligible liabilities. The appointment of AFFIN Islamic Bank Berhad ('AIBB') as an Islamic principal dealer from 1 July 2009 to 31 December 2012 by Bank Negara Malaysia has in turn accorded AIBB to maintain the 1% Statutory Reserve Requirement ('SRR') balances in the form of Malaysian Government securities and/or Government Investment issues holdings instead of cash. As at reporting date, RM40,000,000 (2009: RM30,000,000) of Malaysian Government securities and/or Government Investment issues has been maintained by AIBB to comply with the SRR. 93 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 12 INVESTMENT IN SUBSIDIARIES The Bank 2010 2009 RM'000 RM'000 Unquoted shares, at cost Less: Allowance for impairment losses 319,557 (32,128) 319,557 (32,128) 287,429 287,429 The subsidiaries of the Bank, all of which are incorporated in Malaysia, are as follows: Name Principal Activities AFFIN Islamic Bank Bhd PAB Properties Sdn Bhd ABB Nominee (Tempatan) Sdn Bhd ABB Nominee (Asing) Sdn Bhd ABB Trustee Berhad * AFFIN Factors Sdn Bhd AFFIN Futures Sdn Bhd PAB Property Management Services Sdn Bhd PAB Property Development Sdn Bhd ABB Venture Capital Sdn Bhd ABB IT & Services Sdn Bhd BSNCB Nominees (Tempatan) Sdn Bhd BSNC Nominees (Tempatan) Sdn Bhd ABB Asset Management (M) Bhd AFFIN Recoveries Bhd BSN Merchant Nominees (Tempatan) Sdn Bhd BSN Merchant Nominees (Asing) Sdn Bhd AFFIN-ACF Nominees (Tempatan) Sdn Bhd Islamic banking business Property management services Share nominee services Share nominee services Trustee management services Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant * 80% held by Directors of the Bank, in trust for the Bank. Percentage of equity held 2010 2009 % % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Annual Report 2010 94 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 13 INVESTMENT IN JOINTLY CONTROLLED ENTITY The Group 2010 2009 RM'000 RM'000 Unquoted shares at cost Group's share of post acquisition retained losses 500 - 500 - 500 500 The Group did not account for the share of post acquisition retained losses as it is immaterial and has not commenced the development of land. The summarised financial information of jointly controlled entity are as follows: Revenue Loss after tax Total assets Total liabilities 2 (792) 20,816 20,621 1 (3) 16,813 15,820 The jointly controlled entity was incorporated on 1 April 2008 and the details are as follows: Name Principal activites AFFIN-i Goodyear Sdn Bhd Land development project Issued and paid up share capital RM'000 1,000 Percentage of equity held 2010 2009 % % 50 50 On 1 April 2008, AFFIN Islamic Bank Berhad and Jurus Positif Sdn Bhd, a subsidiary of Mutiara Goodyear Development Berhad, entered into a joint venture agreement under the Shariah principles ('Musharakah Agreement') to develop a land into a housing scheme at Bukit Gambir, Pulau Pinang. The agreement also includes an arrangement where Jurus Positif Sdn Bhd may acquire the Bank's shares upon the completion of the project at a mutually agreed price, unless if both shareholders decide to continue the joint venture for subsequent projects. Major strategic operation and financial decisions relating to the activities of AFFIN-i Goodyear Sdn Bhd requires unanimous consent by both joint venture parties. The Group's interest in AFFIN-i Goodyear Sdn Bhd has been treated as investment in jointly controlled entity, which has been accounted for in the consolidated financial statements using the equity method of accounting. 14 AMOUNT DUE FROM SUBSIDIARIES The Bank 2010 2009 RM'000 RM'000 Advances to a subsidiary Other receivables 183,541 1,730 229,364 1,921 185,271 231,285 The advances of RM183,541,000 (2009: RM229,364,000) to subsidiary is unsecured, bear interest at 2.62% per annum (2009: 2.14%) and have no fixed terms of repayment. 24,287 - At 31 December 2010 Net book value as at 31 December 2010 - As restated Charge for the financial year Disposal Write-off Reclassification 24,287 At 31 December 2010 - 25,087 (800) - As restated Additions Disposals Write-off Reclassification Transfer to intangible assets (Note 16) Accumulated depreciation and impairment losses At 1 January 2010 As previously reported Reclassified from other assets (Note 8) 25,087 - Freehold land RM'000 At 1 January 2010 As previously reported Reclassified from other assets (Note 8) Cost The Group 2010 15 PROPERTY AND EQUIPMENT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 11,051 1,811 1,757 111 (57) - 1,757 12,862 13,470 (608) - 13,470 50 years or more RM'000 4,048 1,332 1,227 122 (17) - 1,227 5,380 5,694 (314) - 5,694 Less than 50 years RM'000 Leasehold land NOTES TO THE FINANCIAL STATEMENTS 19,938 13,273 12,810 552 (89) - 12,810 - 33,211 33,480 (269) - 33,480 - Buildings on freehold land RM'000 69,276 19,793 18,078 1,789 (74) - 18,078 - 89,069 89,549 (480) - 89,549 - Buildings on leasehold land RM'000 12,888 83,184 77,346 6,011 (137) (36) - 77,346 - 96,072 94,572 1,653 (154) (52) 53 - 94,572 Renovation RM'000 16,087 33,925 32,390 3,078 (37) (1,511) 5 32,390 - 50,012 50,262 1,358 (47) (1,648) 87 - 50,262 - Office equipment and furniture RM'000 10,732 54,638 47,036 8,091 (484) (5) 47,036 - 65,370 63,359 2,601 (554) (36) - 63,359 - Computer equipment and software RM'000 798 2,766 2,780 317 (317) (14) - 2,780 - 3,564 3,458 437 (317) (14) - 3,458 - Motor vehicles RM'000 1,617 - - - 1,617 2,251 3,559 (104) (4,089) 2,251 - Capital work-in progress RM'000 170,722 210,722 193,424 20,071 (728) (2,045) - 190,440 2,984 381,444 381,182 9,608 (2,989) (2,268) (4,089) 362,018 19,164 Total RM'000 95 AFFIN BANK BERHAD (25046-T) 25,087 - At 31 December 2009 Net book value as at 31 December 2009 - As restated Charge for the financial year Disposal Write-off 25,087 At 31 December 2009 - 28,630 (3,543) - As restated Additions Disposals Write-off Reclassification Transfer to intangible assets (Note 16) Accumulated depreciation and impairment losses At 1 January 2009 As previously reported Reclassified from other assets (Note 8) 28,630 - At 1 January 2009 As previously reported Reclassified from other assets (Note 8) Cost The Group 2009 Freehold land RM'000 15 PROPERTY AND EQUIPMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 11,713 1,757 1,662 117 (22) - 1,662 13,470 14,039 (569) - 14,039 50 years or more RM'000 4,467 1,227 1,158 124 (55) - 1,158 5,694 6,128 (434) - 6,128 Less than 50 years RM'000 Leasehold land NOTES TO THE FINANCIAL STATEMENTS 20,670 12,810 13,383 556 (1,129) - 13,383 - 33,480 35,616 (2,136) - 35,616 - Buildings on freehold land RM'000 71,471 18,078 16,343 1,799 (64) - 16,343 - 89,549 90,095 (546) - 90,095 - Buildings on leasehold land RM'000 17,226 77,346 73,766 5,784 (92) (2,112) 73,766 - 94,572 91,703 4,806 (93) (2,286) 442 - 91,703 - Renovation RM'000 17,872 32,390 30,306 4,015 (52) (1,879) 30,306 - 50,262 48,665 3,639 (59) (2,115) 132 - 48,665 - Office equipment and furniture RM'000 16,323 47,036 42,219 9,317 (4,500) 42,219 - 63,359 65,230 2,425 (4,545) 249 - 65,230 - Computer equipment and software RM'000 678 2,780 2,508 391 (76) (43) 2,508 - 3,458 3,947 12 (458) (43) - 3,947 - Motor vehicles RM'000 2,251 - - - 2,251 5,116 3,670 (823) (5,712) 5,116 - Capital work-in progress RM'000 187,758 193,424 181,345 22,103 (1,490) (8,534) 178,525 2,820 381,182 389,169 14,552 (7,838) (8,989) (5,712) 369,002 20,167 Total RM'000 Annual Report 2010 96 21,290 - At 31 December 2010 Net book value as at 31 December 2010 - As restated Charge for the financial year Disposal Write-off Reclassification Transfer to subsidiary 21,290 At 31 December 2010 - 22,090 (800) - As restated Additions Disposals Write-off Reclassification Transfer to intangible assets (Note 16) Transfer to subsidiary Accumulated depreciation and impairment losses At 1 January 2010 As previously reported Reclassified from other assets (Note 8) 22,090 - At 1 January 2010 As previously reported Reclassified from other assets (Note 8) Cost The Bank 2010 Freehold land RM'000 15 PROPERTY AND EQUIPMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 9,379 1,593 1,547 103 (57) - 1,547 10,972 11,580 (608) - 11,580 50 years or more RM'000 4,048 1,332 1,227 122 (17) - 1,227 5,380 5,694 (314) - 5,694 Less than 50 years RM'000 Leasehold land NOTES TO THE FINANCIAL STATEMENTS 19,191 12,384 11,954 519 (89) - 11,954 - 31,575 31,844 (269) - 31,844 - Buildings on freehold land RM'000 68,852 19,309 17,612 1,771 (74) - 17,612 - 88,161 88,641 (480) - 88,641 - Buildings on leasehold land RM'000 12,320 81,328 75,760 5,741 (137) (36) - 75,760 - 93,648 92,153 1,647 (154) (52) 54 - 92,153 - Renovation RM'000 15,373 33,457 32,023 2,978 (37) (1,511) 4 32,023 - 48,830 49,103 1,338 (47) (1,648) 87 (3) 49,103 - Office equipment and furniture RM'000 10,090 52,505 45,156 7,837 (482) (6) 45,156 - 62,595 60,782 2,501 (550) (36) (102) 60,782 - Computer equipment and software RM'000 600 2,501 2,606 226 (317) (14) - 2,606 - 3,101 2,995 437 (317) (14) - 2,995 - Motor vehicles RM'000 1,617 - - - 1,617 701 3,559 (105) (2,538) - 701 - Capital work-in progress RM'000 162,760 204,409 187,885 19,297 (728) (2,043) (2) 185,111 2,774 367,169 365,583 9,482 (2,989) (2,264) (2,538) (105) 348,309 17,274 Total RM'000 97 AFFIN BANK BERHAD (25046-T) 22,090 - At 31 December 2009 Net book value as at 31 December 2009 - As restated Charge for the financial year Disposal Write-off Transfer to subsidiary 22,090 At 31 December 2009 - 25,633 (3,543) - As restated Additions Disposals Write-off Reclassification Transfer to intangible assets (Note 16) Transfer to subsidiary Accumulated depreciation and impairment losses At 1 January 2009 As previously reported Reclassified from other assets (Note 8) 25,633 - At 1 January 2009 As previously reported Reclassified from other assets (Note 8) Cost The Bank 2009 Freehold land RM'000 15 PROPERTY AND EQUIPMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 10,033 1,547 1,459 110 (22) - 1,459 11,580 12,149 (569) - 12,149 50 years or more RM'000 4,467 1,227 1,158 124 (55) - 1,158 5,694 6,128 (434) - 6,128 Less than 50 years RM'000 Leasehold land NOTES TO THE FINANCIAL STATEMENTS 19,890 11,954 12,560 523 (1,129) - 12,560 - 31,844 33,980 (2,136) - 33,980 - Buildings on freehold land RM'000 71,029 17,612 15,895 1,781 (64) - 15,895 - 88,641 89,187 (546) - 89,187 - Buildings on leasehold land RM'000 16,393 75,760 72,444 5,509 (92) (2,101) - 72,444 - 92,153 89,260 4,788 (92) (2,245) 442 - 89,260 - Renovation RM'000 17,080 32,023 30,043 3,907 (52) (1,854) (21) 30,043 - 49,103 47,520 3,621 (59) (2,087) 132 (24) 47,520 - Office equipment and furniture RM'000 15,626 45,156 40,350 9,073 (4,267) - 40,350 - 60,782 62,447 2,397 (4,311) 249 - 62,447 - Computer equipment and software RM'000 389 2,606 2,383 299 (76) - 2,383 - 2,995 3,441 12 (458) - 3,441 - Motor vehicles RM'000 701 - - - 701 5,116 2,120 (823) (5,712) - 5,116 - Capital work-in progress RM'000 177,698 187,885 176,292 21,326 (1,490) (8,222) (21) 173,675 2,617 365,583 374,861 12,938 (7,837) (8,643) (5,712) (24) 356,584 18,277 Total RM'000 Annual Report 2010 98 99 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 16 INTANGIBLE ASSETS Goodwill RM'000 Computer Software RM'000 Total RM'000 Cost At 1 January 2010 Additions Write-off Reclassification from property and equipment (Note 15) 133,430 - 104,501 1,043 (618) 4,089 237,931 1,043 (618) 4,089 At 31 December 2010 133,430 109,015 242,445 Less: Accumulated amortisation At 1 January 2010 Amortised during the financial year Write-off - (71,861) (16,474) 326 (71,861) (16,474) 326 At 31 December 2010 - (88,009) (88,009) Net book value as at 31 December 2010 133,430 21,006 154,436 Cost At 1 January 2009 Additions Reclassification from property and equipment (Note 15) 133,430 - 98,003 786 5,712 231,433 786 5,712 At 31 December 2009 133,430 104,501 237,931 Less: Accumulated amortisation At 1 January 2009 Amortised during the financial year - (51,359) (20,502) (51,359) (20,502) At 31 December 2009 - (71,861) (71,861) 133,430 32,640 166,070 The Group Net book value as at 31 December 2009 Annual Report 2010 100 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 16 INTANGIBLE ASSETS (continued) Goodwill RM'000 Computer Software RM'000 Total RM'000 Cost At 1 January 2010 Additions Write-off Reclassification from property and equipment (Note 15) 137,323 - 101,973 1,043 (618) 2,539 239,296 1,043 (618) 2,539 At 31 December 2010 137,323 104,937 242,260 Less: Accumulated amortisation At 1 January 2010 Amortised during the financial year Write-off - (70,060) (15,658) 326 (70,060) (15,658) 326 At 31 December 2010 - (85,392) (85,392) Net book value as at 31 December 2010 137,323 19,545 156,868 Cost At 1 January 2009 Additions Reclassification from property and equipment (Note 15) 137,323 - 95,313 948 5,712 232,636 948 5,712 At 31 December 2009 137,323 101,973 239,296 Less: Accumulated amortisation At 1 January 2009 Amortised during the financial year - (50,061) (19,999) (50,061) (19,999) At 31 December 2009 - (70,060) (70,060) 137,323 31,913 169,236 The Bank Net book value as at 31 December 2009 101 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 16 INTANGIBLE ASSETS (continued) Goodwill The carrying amount of the Bank's goodwill have been allocated to the following business segments, which represents the Bank's cash-generating units ('CGUs'): Enterprise banking Consumer banking 2010 RM'000 2009 RM'000 123,591 13,732 123,591 13,732 137,323 137,323 Goodwill is allocated to the Bank's CGU which are expected to benefits from the synergies of the acquisitions. For annual impairment testing purposes, the recoverable amount of the CGUs are determined based on value-in-use calculations using the cash flow projections based on the 2010 financial budgets approved by the Directors, covering a period of 5 years. The cash flow beyond the fifth year are projected based on the assumption that the Year 5 operating cash flow will be generated by the respective CGUs at a growth rate of 5% (2009: 5%) to infinity. The cash flow projections are derived based on a number of key factors including past performance and management’s expectations of the market developments. The discount rates used are based on the pre-tax weighted average cost of capital plus an appropriate risk premium where applicable ('WACC'), at the date of assessment of the CGUs. Pre-tax discount rate 2010 Enterprise banking % 2010 Consumer banking % 2009 Enterprise banking % 2009 Consumer banking % 14.29 14.21 10.89 10.83 No impairment charge was required for goodwill arising from all the business segments. Management views that any reasonable possible change to the assumptions applied is not likely to cause the recoverable amount of all the business segments to be lower than its carrying amount. 17 DEPOSITS FROM CUSTOMERS (i) By type of deposit Demand deposits Savings deposits Fixed deposits Special investment deposits Money market deposits Negotiable instruments of deposit ('NID') The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 5,063,155 1,400,535 19,913,674 641,673 706,697 3,119,514 4,399,413 1,030,103 15,883,534 706,577 401,391 4,019,301 3,565,188 1,142,332 16,780,143 706,697 3,119,514 3,208,959 824,129 13,670,901 401,391 3,709,674 30,845,248 26,440,319 25,313,874 21,815,054 Annual Report 2010 102 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 17 DEPOSITS FROM CUSTOMERS (continued) (i) Maturity structure of fixed deposit and NID Due within six months Six months to one year One year to three years Three years to five years The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 19,879,571 3,106,639 24,026 22,952 17,303,056 2,500,457 74,881 24,441 17,139,965 2,716,939 20,738 22,015 14,974,939 2,311,196 70,847 23,593 23,033,188 19,902,835 19,899,657 17,380,575 4,749,240 9,744,742 5,003,875 11,347,391 3,630,291 9,286,822 3,969,168 9,554,038 2,954,953 8,158,218 4,568,915 9,631,788 2,057,628 7,881,652 3,607,557 8,268,217 30,845,248 26,440,319 25,313,874 21,815,054 (iii) By type of customer Government and statutory bodies Business enterprise Individuals Others 18 DEPOSITS AND PLACEMENTS OF BANKS AND OTHER FINANCIAL INSTITUTIONS The Group 2010 2009 RM'000 RM'000 Licensed banks Licensed investment banks Bank Negara Malaysia Other financial institutions Maturity structure of deposits Due within six months Six months to one year The Bank 2010 2009 RM'000 RM'000 5,012,341 226,253 308,350 1,058,404 3,403,799 695,015 924,849 4,296,841 226,253 308,350 903,978 3,238,564 592,250 690,414 6,605,348 5,023,663 5,735,422 4,521,228 6,537,162 68,186 5,019,439 4,224 5,667,236 68,186 4,517,004 4,224 6,605,348 5,023,663 5,735,422 4,521,228 19 RECOURSE OBLIGATION ON LOANS SOLD TO CAGAMAS BERHAD In the normal course of banking operations, the Bank sells loans to Cagamas Berhad with recourse at values equivalent to the unpaid principal balances of loans and advances due from the borrowers. The Bank is liable in respect of housing loans and hire purchase portfolio sold directly and indirectly to Cagamas Berhad, under the condition that the Bank undertakes to administer these loans on behalf of Cagamas Berhad and to buy back any loans which are regarded as defective based on an agreed prudential criteria. Such financing transactions and the obligations to buy back the loans are reflected as a liability on the financial position. 103 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 20 OTHER LIABILITIES Bank Negara Malaysia and Credit Guarantee Corporation Funding programmes Margin and collateral deposits Accrued interest payable Sundry creditors Clearing accounts Defined contribution plan (a) Accrued employee benefits (b) The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 43,002 65,191 167,391 188,983 44,616 11,968 125 71,768 57,325 123,487 169,985 9,055 125 43,002 62,552 147,627 172,182 27,706 11,448 105 71,768 55,447 113,562 154,416 8,757 105 521,276 431,745 464,622 404,055 (a) The Group and the Bank contributes to the Employee Provident Fund ('EPF'), the national defined contribution plan. Once the contributions have been paid, the Group and the Bank has no further payment obligations. (b) This refers to the accruals for short-term employee benefits for leave entitlement. Under employment contract, employees earn their leave entitlement which they are entitled to carry forward and will lapse if not utilised in the following accounting period. Accruals are made for the estimated liability for unutilised annual leave. 21 DERIVATIVE FINANCIAL LIABILITIES The Group and The Bank 2010 Contract/ notional amount Liabilities RM'000 RM'000 The Group and The Bank 2009 Contract/ notional amount Liabilities RM'000 RM'000 At fair value Foreign exchange derivatives: Currency forwards Currency swaps 487,922 340,846 19,025 21,087 365,393 473,155 7,040 7,698 Interest rate derivatives: Interest rate swap 919,193 17,448 1,039,363 26,946 1,747,961 57,560 1,877,911 41,684 22 AMOUNT DUE TO SUBSIDIARIES The amount due to subsidiaries is unsecured, interest-free and have no fixed terms of repayment. Annual Report 2010 104 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 23 SUBORDINATED TERM LOAN On 10 March 2009, the Bank prepaid its 10 years subordinated term loan of RM500 million with Employee Provident Fund ('EPF'). On the same day a new 10 year subordinated loan amounting to RM300 million was taken with the Bank's Holding Company. The subordinated loan was constituted by Trust Deed dated 6 March 2009 and were issued on 10 March 2009. The subordinated loan has a prepayment option on the first prepayment date or any interest payment date subsequent to the first prepayment date, giving the Bank the right, subject to Bank Negara Malaysia ('BNM') approval, to prepay the loan in whole or in part. Interest on subordinated loan payable semi annually. The nominal value and interest rate of the subordinated loan payable semi-annually are as follows: Value : RM300 million Interest rate : Cost of Fund ('COF') plus 0.75% per annum for period of thirty six months from the issue date, COF plus 1.75% per annum for the next twenty four months and thereafter COF plus 2.00% for the next 5 years. COF refers to rate determined by the lender on an interest determination date falling within the interest duration. 24 SHARE CAPITAL Number of ordinary shares of RM1 each 2010 2009 '000 '000 The Group &The Bank 2010 2009 RM'000 RM'000 Authorised At beginning/End of the financial year 2,000,000 2,000,000 2,000,000 2,000,000 Issued and fully paid At beginning/End of the financial year 1,439,285 1,439,285 1,439,285 1,439,285 25 RESERVES The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 Distributable Retained profits 522,171 332,003 411,831 249,121 Non-distributable Share premium Investment fluctuation reserve Statutory reserve 408,389 54,249 888,910 408,389 (1,880) 789,221 408,389 45,795 807,500 408,389 (6,853) 720,824 1,873,719 1,527,733 1,673,515 1,371,481 105 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 25 RESERVES (continued) The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 Statutory reserve At beginning of the financial year Transfer from retained profits 789,221 99,689 625,209 164,012 720,824 86,676 573,204 147,620 At end of the financial year 888,910 789,221 807,500 720,824 (a) The statutory reserves of the Group and the Bank are maintained in compliance with the provisions of the Banking and Financial Institutions Act, 1989 and are not distributable as cash dividends. (b) Investment fluctuation reserves represent the unrealised gains or losses arising from the change in fair value of investments classified as financial investment available-for-sale. The gains or losses are transferred in the income statement upon disposal or when the securities become impaired. 26 INTEREST INCOME The Group 2010 2009 RM'000 RM'000 Loans, advances and financing Money at call and deposit placements with financial institutions Financial assets/investments - Held-for-trading - Available-for-sale - Held-to-maturity Interest rate derivatives Others Amortisation of premium less accretion of discount of which: Interest income earned on impaired loans, advances and financing The Bank 2010 2009 RM'000 RM'000 1,190,417 1,071,593 1,190,417 1,071,593 108,787 77,082 117,260 83,714 311 116,495 15,522 48,701 - 950 103,621 21,705 53,393 - 311 116,347 15,522 48,701 3,408 950 103,621 19,708 53,393 2,413 1,480,233 31,602 1,328,344 12,744 1,491,966 31,602 1,335,392 12,744 1,511,835 1,341,088 1,523,568 1,348,136 (382) - (382) - Annual Report 2010 106 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 27 INTEREST EXPENSE Deposits and placements of banks and other financial institutions Deposits from customers Subordinated term loan Loan sold to Cagamas Berhad Interest rate derivatives Others The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 110,572 552,448 10,633 14,559 66,152 6,484 66,595 447,550 13,036 6,477 70,354 1,099 110,579 552,474 10,633 14,559 66,152 6,484 66,797 447,573 13,036 6,477 70,354 1,099 760,848 605,111 760,881 605,336 28 ISLAMIC BANKING INCOME The Group 2010 2009 RM'000 RM'000 Income derived from investment of depositors' funds and others Income derived from investment of shareholders' funds 287,402 18,052 242,605 14,283 Total distributable income Income attributable to depositors 305,454 (127,671) 256,888 (94,251) 177,783 162,637 29 OTHER OPERATING INCOME The Group 2010 2009 RM'000 RM'000 Fee income Commission Service charges and fees Guarantee fees Income from financial instruments Gain arising on financial assets held-for-trading: - net gain on disposal - unrealised gains/(losses) Gains on derivatives: - realised - unrealised The Bank 2010 2009 RM'000 RM'000 12,421 47,815 27,392 12,894 47,135 32,998 12,421 47,815 27,392 12,894 47,135 32,998 87,628 93,027 87,628 93,027 1,217 137 1,646 (69) 1,217 137 1,646 (69) 1,354 1,577 1,354 1,577 1,089 6,303 951 11,716 1,089 6,303 951 11,716 7,392 12,667 7,392 12,667 107 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 29 OTHER OPERATING INCOME (continued) The Group 2010 2009 RM'000 RM'000 Income from financial instruments (continued) Gain arising on financial investments available-for-sale: - net gain on disposal - gross dividend income Gain arising on financial investments held-to-maturity: - net gain on redemption - gross dividend income Other income Foreign exchange gains/(losses): - realised - unrealised Rental income Gain on sale of property and equipment Gain on disposal of foreclosed properties Dividend from subsidiaries Other non-operating income The Bank 2010 2009 RM'000 RM'000 23,733 8 7,002 150 23,635 8 6,960 150 23,741 7,152 23,643 7,110 2,053 2,901 1,633 5,704 2,053 2,901 1,633 5,704 4,954 7,337 4,954 7,337 82,790 (9,549) 1,834 219 6,330 20,658 71,810 (10,072) 1,490 1,353 18,918 16,669 82,790 (9,549) 1,780 219 6,330 20,363 71,810 (10,072) 1,441 1,353 18,918 16,102 9,014 102,282 100,168 101,933 108,566 227,351 221,928 226,904 230,284 30 OTHER OPERATING EXPENSES Personnel costs (a) Establishment costs (b) Marketing expenses (c) Administrative and general expenses (d) (a) The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 295,053 167,973 11,553 56,332 251,671 170,400 34,637 49,779 240,585 143,342 9,633 46,585 208,655 147,957 29,844 42,576 530,911 506,487 440,145 429,032 228,427 35,770 30,856 196,676 30,810 24,185 186,516 29,223 24,846 163,605 25,560 19,490 295,053 251,671 240,585 208,655 Personnel costs Wages, salaries and bonuses Defined contribution plan ('EPF') Other personnel costs Annual Report 2010 108 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 30 OTHER OPERATING EXPENSES (continued) The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 (b) Establishment costs Rental of premises Equipment rental Repair and maintenance Depreciation Amortisation of intangible assets IT Consultancy fees Dataline rental Security services Electricity, water and sewerage Other establishment costs (c) 18,985 741 24,849 20,071 16,474 54,659 5,014 9,228 8,118 9,834 18,450 599 23,917 22,103 20,502 51,292 4,214 8,991 7,943 12,389 15,980 718 21,061 19,297 15,658 47,348 4,313 7,679 6,858 4,430 15,766 567 20,708 21,326 19,999 45,071 3,708 7,588 6,848 6,376 167,973 170,400 143,342 147,957 4,701 2,048 3,511 1,293 25,271 3,454 1,347 3,259 1,306 4,330 1,819 2,490 994 22,085 3,145 1,150 2,452 1,012 11,553 34,637 9,633 29,844 4,665 2,180 21,958 514 4,456 6,897 15,662 5,119 1,162 20,734 455 3,942 6,673 11,694 3,965 1,859 16,739 513 3,798 5,360 14,351 4,381 890 17,233 421 3,411 5,451 10,789 56,332 49,779 46,585 42,576 Marketing expenses Dealers' handling charges Business promotion and advertisement Entertainment Travelling and accommodation Other marketing expenses (d) Administration and general expenses Telecommunication expenses Auditors' remuneration Professional fees Property and equipment written off Mail and courier charges Stationery and consumables Other administration and general expenses 109 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 30 OTHER OPERATING EXPENSES (continued) The expenditure includes the following statutory disclosure: The Group 2010 2009 RM'000 RM'000 Directors' remuneration (Note 31) Rental of premises Equipment rental Auditors' remuneration - statutory audit fees - under/(over) provision prior year - audit related fees - non audit fees Depreciation of property and equipment Amortisation of intangible assets Property and equipment written off The Bank 2010 2009 RM'000 RM'000 6,079 18,985 741 7,504 18,450 599 5,477 15,980 718 7,099 15,766 567 707 12 264 1,197 20,071 16,474 514 672 (11) 125 376 21,862 20,502 455 569 168 1,122 19,297 15,658 513 535 81 274 21,092 19,999 421 31 DIRECTORS' REMUNERATION The Directors of the Bank who have held office during the financial year are as follows: Executive Director Dato' Zulkiflee Abbas bin Abdul Hamid Non-Executive Directors Jen Tan Sri Dato' Seri Ismail bin Haji Omar (Bersara) Tan Sri Dato' Lodin bin Wok Kamaruddin (Reappointed as Director w.e.f. 4 October 2010) Dr. Raja Abdul Malek bin Raja Jallaludin Laksamana Madya Tan Sri Dato' Seri Ahmad Ramli bin Mohd Nor (Bersara) Dato' Sri Abdul Aziz bin Abdul Rahman Mr Aubrey Li Kwok-Sing Mr Brian Li Man-Bun (Alternate director to Mr Aubrey Li Kwok-Sing) Mr Stephen Charles Li Mr Eric Koh Thong Hau (Alternate director to Mr Stephen Charles Li) En. Mohd Suffian bin Haji Haron Annual Report 2010 110 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 31 DIRECTORS' REMUNERATION (continued) The aggregate amount of remuneration for the Directors of the Bank for the financial years were as follows: The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 Executive Directors Salaries Bonuses Defined contribution plan ('EPF') Other employee benefits Benefits-in-kind 1,260 2,236 569 62 98 1,542 3,457 828 71 304 1,260 2,236 569 62 98 1,542 3,457 828 71 304 Non-Executive Directors Fees Benefits-in-kind 1,828 26 1,274 28 1,226 26 869 28 Directors' remuneration (Note 30) Shariah Committee fees 6,079 188 7,504 156 5,477 - 7,099 - 6,267 7,660 5,477 7,099 The remuneration attributable to the Managing Director/Chief Executive Officer of the Bank, including benefits-in-kind during the financial year amounted to RM4,225,000 (2009: RM6,202,000). A summary of the total remuneration of the Directors, distinguishing between Executive and Non-Executive Directors. The Bank 2010 Executive Directors Dato' Zulkiflee Abbas bin Abdul Hamid Non-executive Directors Jen Tan Sri Dato' Seri Ismail bin Haji Omar (Bersara) Tan Sri Dato' Lodin bin Wok Kamaruddin Dr. Raja Abdul Malek bin Raja Jallaludin Laksamana Madya Tan Sri Dato' Seri Ahmad Ramli bin Mohd Nor (Bersara) Dato' Sri Abdul Aziz bin Abdul Rahman Mr Aubrey Li Kwok-Sing Mr Brian Li Man-Bun (Alternate director to Mr Aubrey Li Kwok-Sing) Mr Stephen Charles Li Mr Eric Koh Thong Hau (Alternate director to Mr Stephen Charles Li) En. Mohd Suffian bin Haji Haron Total Salaries RM'000 Bonuses RM'000 Directors' Fees RM'000 *Other emoluments RM'000 Benefits in-kind RM'000 Total RM'000 1,260 2,236 - 631 98 4,225 1,260 2,236 - 631 98 4,225 - - 169 22 202 96 - 26 - 291 22 202 - - 163 192 91 - - 163 192 91 - - 88 - - 88 - - 10 193 - - 10 193 - - 1,130 96 26 1,252 1,260 2,236 1,130 727 124 5,477 111 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 31 DIRECTORS' REMUNERATION (continued) A summary of the total remuneration of the Directors, distinguishing between Executive and Non-Executive Directors The Bank 2009 Executive Directors Dato' Zulkiflee Abbas bin Abdul Hamid Dato' Sri Abdul Hamidy bin Adbul Hafiz Non-executive Directors Jen Tan Sri Dato' Seri Ismail bin Haji Omar (Bersara) Dr. Raja Abdul Malek bin Raja Jallaludin Laksamana Madya Tan Sri Dato' Seri Ahmad Ramli bin Mohd Nor (Bersara) Dato' Sri Abdul Aziz bin Abdul Rahman Mr Aubrey Li Kwok-Sing Mr Brian Li Man-Bun (Alternate director to Mr Aubrey Li Kwok-Sing) Mr Stephen Charles Li Mr Eric Koh Thong Hau (Alternate director to Mr Stephen Charles Li) En. Mohd Suffian bin Haji Haron Datuk Razman Md. Hashim bin Che Din Md.Hashim (Retired as Director w.e.f 21 May 2009) Dato' Dr Lee Chee Kuon (Retired as Director w.e.f 21 May 2009) Total * Salaries RM'000 Bonuses RM'000 Directors' Fees RM'000 *Other emoluments RM'000 Benefits in-kind RM'000 Total RM'000 810 732 90 3,368 - 197 702 78 225 1,175 5,027 1,542 3,458 - 899 303 6,202 - - 129 116 96 - 28 - 253 116 - - 107 112 79 - - 107 112 79 - - 71 - - 71 - - 15 38 - - 15 38 - - 49 - - 49 - - 57 - - 57 - - 773 96 28 897 1,542 3,458 773 995 331 7,099 Executive Director' Other emoluments include allowance and EPF Annual Report 2010 112 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 32 ALLOWANCES FOR LOSSES ON LOANS, ADVANCES AND FINANCING The Group 2010 2009 RM'000 RM'000 Allowance for bad and doubtful debts on loans and financing: Specific allowance - made in the financial year - written-back General allowance - made in the financial year - written-back Individual impairment - made in the financial year - written-back Collective impairment - made/(written-back) Bad debts and financing - recovered - written-off Litigation losses arising from loans * * The Bank 2010 2009 RM'000 RM'000 - 322,570 (46,977) - 297,631 (45,494) - 37,182 (47) - 30,378 - 198,023 (20,669) - 172,716 (10,778) - (3,044) - (16,409) - (172,726) 15,810 78,000 (137,431) 12,237 - (172,417) 15,628 78,000 (137,113) 12,137 - 95,394 187,534 66,740 157,539 Litigation losses arising from loans made during the financial year is in relation to litigation claims against the Bank as stated in Note 43(a) and (b). 113 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 33 SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES Related parties that have transactions and their relationship with the Bank are as follows: Related parties Relationship Lembaga Tabung Angkatan Tentera ('LTAT') Ultimate holding corporate body AFFIN Holdings Berhad ('AHB') Holding company Subsidiaries and associates of LTAT Subsidiary and associate companies of the ultimate holding corporate body Subsidiaries and associates of AHB as disclosed in its financial statements Subsidiary and associate companies of the holding company Subsidiaries of AFFIN Bank Berhad as disclosed in Note 12 Subsidiaries Joint controlled entity as disclosed in Note 13 Joint controlled entity of subsidiary Voting shares in body corporate not less than 15% of votes Other related companies Key management personnel The key management personnel of the Bank consist of: - Chief Executive Officer - Members of Senior Management team and the company secretary Related parties of key management personnel (deemed as related to the Bank) - Close family members and dependents of key management personnel - Entities that are controlled, jointly controlled or significantly influenced by, or for which significant voting power in such entity resides with, directly or indirectly by key management personnel or its close family members Key management personnel includes the directors of the company in office during the year and their remuneration for the financial year are disclosed in Note 33(b). (a) Expenditure Interest on fixed deposits Interest on Negotiable Instruments of Deposit Interest on deposits and placements of banks and other financial institutions Interest on special investment account Interest on money market deposits Interest on repurchase agreements Brokerage fees Rental Others Interest on private debt securities Interest on advances Interest on deposits and placements with banks and other financial institutions Other income Income Group Related parties balances 135 2,778 613 5,857 135 326 1 613 5,496 - - 2,331 - - - 4,421 - - - Ultimate holding corporate body 2010 2009 RM'000 RM'000 33 SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 16,011 109 10,633 5,269 - - - - 12,265 17 7,447 4,801 - - - - Holding company 2010 2009 RM'000 RM'000 23,465 15 671 1,891 526 11,449 2,715 4,766 1,432 27,403 808 5,813 3,149 17,633 25,959 18 729 1,610 467 11,203 1,748 7,019 3,165 23,309 2,360 4,153 3,386 13,410 Other related companies 2010 2009 RM'000 RM'000 - - - 1 - 1 9 5 4 - - 4 - 4 Companies in which certain Directors have substantial interest 2010 2009 RM'000 RM'000 Annual Report 2010 114 (a) Amount due to Demand and fixed deposits Negotiable Instruments of Deposit Deposits and placement of banks and other financial institutions Special investment account Money market deposits Interest payable Other payables Amount due from Private debt securities Advances Deposits and placement with banks and other financial institutions Interest receivable on private debt securities Intercompany balances Security deposits Group Related parties balances (continued) 154 197,468 439 528,215 200 98 197,314 - 200 98 527,776 - - - Ultimate holding corporate body 2010 2009 RM'000 RM'000 33 SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 601,140 300,000 1,035 76 300,029 - 3,674 3,600 74 - 543,588 300,000 315 242 544 242,487 - 3,628 3,600 28 - - Holding company 2010 2009 RM'000 RM'000 510,425 4,157 17,394 153,008 1,807 97 333,962 - 783,038 190,490 1,096 2,745 2,983 66,107 519,617 587,994 44,515 40,337 1,621 86 351,435 150,000 1,021,960 142,777 1,306 1,058 3,180 415,281 458,358 Other related companies 2010 2009 RM'000 RM'000 6 - 6 - - - - 621 453 138 - 30 - 104 - 104 Companies in which certain Directors have substantial interest 2010 2009 RM'000 RM'000 115 AFFIN BANK BERHAD (25046-T) (a) Expenditure Interest on short term advances Interest on fixed deposits Interest on Negotiable Instruments of Deposit Interest on money market deposits Brokerage fees Rental Others Income Interest on special investment account Interest on private debt securities Interest on advances Interest on deposits and placements with banks and other financial institutions Other income Bank Related parties balances (continued) 2,778 613 5,722 326 613 5,263 - - 2,331 - - 4,324 - - Ultimate holding corporate body 2010 2009 RM'000 RM'000 16,011 109 10,633 5,269 - - - 12,265 17 7,447 4,801 - - - Holding company 2010 2009 RM'000 RM'000 33 SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 476 352 94 7 23 71,466 1,404 63,031 7,031 - 773 333 384 - 34 22 58,344 2,145 51,712 4,487 - Subsidiaries 2010 2009 RM'000 RM'000 22,343 1,432 1,891 497 11,449 2,410 15 4,649 26,530 808 5,750 3,149 16,823 24,786 3,165 1,610 445 11,203 1,602 17 6,744 22,791 2,360 4,154 3,386 12,891 Other related companies 2010 2009 RM'000 RM'000 - - - 1 - 1 4 4 - - 4 - 4 Companies in which certain Directors have substantial interest 2010 2009 RM'000 RM'000 Annual Report 2010 116 (a) 154 196,879 439 527,149 200 98 196,725 - 200 98 526,710 - - - Ultimate holding corporate body 2010 2009 RM'000 RM'000 601,138 300,000 1,035 74 300,029 - 3,674 3,600 74 - 543,588 300,000 315 242 544 242,487 - 3,628 3,600 28 - - Holding company 2010 2009 RM'000 RM'000 49,560 47,954 - 1,606 - 665,101 144,964 5,202 184,738 - 330,197 - 152,560 102,765 3 47,731 - 2,061 - 867,946 457,270 3,390 231,286 - 176,000 - Subsidiaries 2010 2009 RM'000 RM'000 142,777 1,306 2,878 415,281 444,878 473,957 4,157 153,008 1,776 91 314,925 - 525,181 40,337 1,524 83 333,237 150,000 766,786 1,007,120 190,490 1,096 2,981 66,106 506,113 Other related companies 2010 2009 RM'000 RM'000 5 - 5 - - - - 168 138 - 30 - 104 - 104 Companies in which certain Directors have substantial interest 2010 2009 RM'000 RM'000 The significant related party transactions and balances described above were carried out on terms and conditions obtainable on transactions with unrelated parties except for amount due from subsidiaries of RM136.8 million (2009: amount due from subsidiaries of RM183.6 million). Amount due from/(to) subsidiaries are unsecured, interest free and have no fixed terms of repayment. Amount due to Demand and fixed deposits Negotiable Instruments of Deposit Deposits and placement of banks and other financial institutions Money market deposits Interest payable Intercompany balances Other payables Amount due from Special investment account Private debt securities Advances Deposits and placements with banks and other financial institutions Interest receivable Intercompany balances Security deposits Bank Related parties balances (continued) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 117 AFFIN BANK BERHAD (25046-T) Annual Report 2010 118 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 33 SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES (continued) (b) Key management personnel compensation The remuneration of key management personnel of the Group and the Bank during the year are as follows: The Group 2010 2009 RM'000 RM'000 Short-term employment benefits Salaries Bonuses Defined contribution plan ('EPF') Other employee benefits Benefits-in-kind The Bank 2010 2009 RM'000 RM'000 6,618 8,695 2,594 1,038 445 6,474 9,257 2,699 1,039 550 5,706 7,683 2,265 890 383 5,694 8,472 2,427 893 463 19,390 20,019 16,927 17,949 Included in the above table are Directors' remuneration as disclosed in Note 31. 34 TAXATION The Group 2010 2009 RM'000 RM'000 The Bank 2010 2009 RM'000 RM'000 The taxation charge arising in Malaysia for the financial year Current tax Under/(over) provision in prior year Deferred tax (Note 10) Tax expense for the year 66,627 19,223 50,191 107,748 (183) (3,478) 56,599 14,271 57,219 92,183 (508) (1,776) 136,041 104,087 128,089 89,899 The Group 2010 2009 % % The Bank 2010 % 2009 % Statutory tax rate in Malaysia Tax effect in respect of: Non allowable expenses Non taxable income Utilisation of previously unrecognised tax losses Effect of different tax rate Tax savings arising from income exempt from tax for International Currency Business Unit (ICBU) Under/(over) accrual in prior years Others 25.00 25.00 25.00 25.00 1.94 (0.17) (0.01) (0.51) 0.99 0.18 (0.12) (1.10) 2.10 (0.18) (0.56) 0.29 (0.44) (1.22) 0.54 3.68 (4.40) (0.29) (0.04) (0.14) 3.01 (2.39) (0.13) (0.16) Average effective tax rate 26.07 24.48 26.98 23.34 Tax savings of the Group during the financial year due to the recognition of previously unrecognised tax losses amounted to RM62,000 (2009: RM516,000). 119 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 35 EARNINGS PER SHARE The basic and fully diluted earnings per ordinary share for the Group and the Bank have been calculated based on the net profit attributable to equity holders of the Group and the Bank of RM381,237,000 (2009: RM317,752,000) and RM346,705,000 (2009: RM295,240,000) respectively. The weighted average number of shares in issue during the financial year of 1,439,285,000 (2009: 1,439,285,000) is used for the computation. 36 DIVIDEND PER SHARE Dividends declared or proposed for the financial year are as follows: The Group and The Bank 2010 Gross Amount of dividend dividend per share net of tax sen RM'000 Ordinary shares Interim dividend paid Proposed final dividend Dividends in respect of the financial year The Group and The Bank 2009 Gross Amount of dividend dividend per share net of tax sen RM'000 5.28 5.00 57,000 71,964 6.83 5.00 73,727 53,973 10.28 128,964 11.83 127,700 At the forthcoming Annual General Meeting, a final tax exempt dividend in respect of the current financial year of 5 sen per share amounting to RM71,964,000 will be proposed for shareholder's approval. These financial statements do not reflect this final dividend which will be accounted for in the shareholder's equity as an appropriation of retained profits in the financial year ending 31 December 2010 when approved by the shareholder. Dividends recognised as distribution to ordinary equity holders of the Bank: The Group and The Bank 2010 Gross Amount of dividend dividend per share net of tax sen RM'000 Ordinary shares Interim dividend Final dividend The Group and The Bank 2009 Gross Amount of dividend dividend per share net of tax sen RM'000 5.28 5.00 57,000 53,973 6.83 2.00 73,727 21,589 10.28 110,973 8.83 95,316 Direct credit substitutes Transaction-related contingent items Short-term self-liquidating trade-related contingencies Irrevocable commitments to extend credit: - maturity less than one year - maturity more than one year Foreign exchange related contracts: - less than one year - one year to less than five years Interest rate related contracts: - less than one year - one year to less than five years - more than five years Unutilised credit card lines The commitments and contingencies consist of: 36,412 25,842 10,570 9,743 2,664 7,079 46,155 408,608 2,387,456 1,232,752 10,310,068 6,062,519 4,247,549 2,416,479 2,215,359 201,120 1,495,313 93,784 956,256 445,273 594,104 18,844,780 Principal amount RM'000 Positive fair value of derivative contracts RM'000 2,109,313 246,551 70,499 50,821 19,678 71,106 14 32,602 38,490 118,821 408,608 1,193,728 Credit equivalent amount* RM'000 The Group 2010 1,596,123 140,554 28,169 19,952 8,217 16,781 3 7,936 8,842 89,026 299,520 1,022,073 Risk weighted amount* RM'000 17,918,128 1,401,193 9,188,099 5,231,059 3,957,040 2,214,845 2,111,158 103,687 1,414,998 385,000 589,721 440,277 555,478 495,326 2,648,189 Principal amount RM'000 29,727 21,663 18,440 3,223 8,064 3,981 4,083 - - Positive fair value of derivative contracts RM'000 2,324,802 280,239 56,193 45,883 10,310 57,854 910 18,380 38,564 111,096 495,326 1,324,094 Credit equivalent amount* RM'000 The Group 2009 1,820,017 120,271 24,692 20,345 4,347 14,749 184 6,655 7,910 83,248 470,810 1,106,247 Risk weighted amount* RM’000 In the normal course of business, the Group and the Bank make various commitments and incurs certain contingent liabilities with legal recourse to their customers. No material losses are anticipated as a result of these transactions. 37 COMMITMENTS AND CONTINGENCIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 120 * 36,412 25,842 10,570 9,743 2,664 7,079 46,155 382,080 2,189,031 546,276 9,198,609 5,360,954 3,837,655 2,416,479 2,215,359 201,120 1,495,313 93,784 956,256 445,273 594,104 16,821,892 Positive fair value of derivative contracts RM'000 1,846,277 109,255 70,499 50,821 19,678 71,106 14 32,602 38,490 118,821 382,080 1,094,516 Credit equivalent amount* RM'000 The Bank 2010 1,451,919 109,027 28,169 19,952 8,217 16,781 3 7,936 8,842 89,026 280,656 928,260 Risk weighted amount* RM'000 15,760,619 324,530 8,325,174 4,651,975 3,673,199 2,214,845 2,111,158 103,687 1,414,998 385,000 589,721 440,277 555,478 444,676 2,480,918 Principal amount RM'000 29,727 21,663 18,440 3,223 8,064 3,981 4,083 - - Positive fair value of derivative contracts RM'000 1,975,184 64,906 56,193 45,883 10,310 57,854 910 18,380 38,564 111,096 444,676 1,240,459 Credit equivalent amount* RM'000 The Bank 2009 1,647,085 63,881 24,692 20,345 4,347 14,749 184 6,655 7,910 83,248 437,598 1,022,917 Risk weighted amount* RM’000 The credit equivalent amount and risk-weighted amount is arrived at using the credit conversion factors as per Bank Negara Malaysia's revised Risk Weighted Capital Adequacy Framework ("RWCAF") and Capital Adequacy for Islamic Banks ("CAFIB") guidelines. Direct credit substitutes Transaction-related contingent items Short-term self-liquidating trade-related contingencies Irrevocable commitments to extend credit: - maturity less than one year - maturity more than one year Foreign exchange related contracts: - less than one year - one year to less than five years Interest rate related contracts: - less than one year - one year to less than five years - more than five years Unutilised credit card lines Principal amount RM'000 37 COMMITMENTS AND CONTINGENCIES (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 121 AFFIN BANK BERHAD (25046-T) Annual Report 2010 122 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 37 COMMITMENTS AND CONTINGENCIES (continued) FINANCIAL DERIVATIVES Financial derivatives are financial instruments whose characteristics are derived from the underlying assets, or from interest and exchange rates or indices. These include forwards, swaps, futures and options. The following outlines the nature and terms of the most common types of derivatives used by the Bank: Exchange rate contracts Forward foreign exchange contracts are agreements to buy or sell fixed amounts of currency at agreed rates of exchange on a specified future date. Cross currency swaps are agreements to exchange, and on termination of the swap, re-exchange principal amounts denominated in different currencies. Cross currency swaps may involve the exchange of interest payments in one specified currency for interest payments in another specified currency for a specified period. Currency futures are typically exchange-traded agreements to buy or sell standard amounts of a specified currency at an agreed exchange rate on a standard future date. Currency options give the buyer on payment of a premium, the right, but not the obligation, to buy or sell specified amounts of currency at agreed rates of exchange on or before a specified future date. Interest rate contracts Interest rate swaps involve the exchange of interest obligations with counterparties for a specified period without exchanging the underlying (or notional principal). Interest rate caps and floors give the buyer the ability to fix the maximum or minimum rate of interest. There is no facility to deposit of draw down funds; instead the writer pays to the buyer the amount by which the market rate exceeds or is less than the cap rate or the floor rate respectively. A combination of an interest rate cap and floor is known as an interest rate collar. Forward rate agreements give the buyer the ability to determine the underlying rate of interest for a specified period commencing on a specified future date (the settlement date). There is no exchange of principal and settlement is effected on the settlement date. The settlement amount is calculated by reference to the difference between the contracted rate and the market rate prevailing on the settlement date. Swaptions give the buyer the right, but not the obligation, to enter an interest rate swap as either the payer or receiver of the fixed side of the swap. The table below analyses the contractual or underlying principal amounts of derivative financial instruments held or issued. In addition, they also set out the corresponding gross positive credit equivalent of the derivative financial instruments. The Group and The Bank 2010 Credit Principal equivalent amount amount RM’000 RM'000 The Group and The Bank 2009 Credit Principal equivalent amount amount RM’000 RM'000 Foreign exchange contracts Forward contracts Swaps 728,471 1,688,004 15,115 55,384 704,000 1,510,845 12,554 43,639 Interest rate contracts Swaps 1,495,313 71,106 1,414,998 57,854 Foreign exchange related contracts and interest rate related contracts are subject to market risk and credit risk. 123 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (i) Credit Risk Credit risk is the potential financial loss resulting from the failure of the customer or counterparty to settle the financial and contractual obligations to the Bank. Credit risk emanates mainly from loans, advances and financing, loan commitments arising from such lending activities, as well as through financial transactions with counterparties including interbank money market activities, derivative instruments used for hedging and debt securities. The management of credit in the Bank is governed by a set of credit policies approved by the Board of Directors. Approval authorities are delegated to Senior Management and Group Management Loan Committee ('GMLC') to implement the credit policies and ensure sound credit granting standards. An independent Group Risk Management ('GRM') function with a direct reporting line to Board Risk Management Committee ('BRMC') is in place to ensure adherence to risk standards and discipline. Portfolio management risk reports are submitted regularly to BRMC. Lending guidelines and credit strategies are formulated and incorporated in the Annual Credit Plan. New businesses are governed by the risk acceptance criteria and customer qualifying criteria/fitness standards prescribed in the Credit Plan. The Credit Plan is reviewed at least annually and approved by the BRMC. Credit Risk measurement Loans, advances and financing Credit evaluation is the process of analysing the creditworthiness of the prospective customer against the Bank’s underwriting criteria and the ability of the Bank to make a return commensurate to the level of risk undertaken. A critical element in the evaluation process is the assignment of a credit risk grade to the counterparty. This assists in the risk assessment and decision making process. The Bank has developed internal rating models to support the assessment and quantification of credit risk. For consumer mass market products, statistically developed application scorecards are used by the Business to assess the risks associated with the credit application. The scorecards are used as a decision support tool at loan origination. Over-the-Counter ('OTC') Derivatives The OTC Derivatives credit exposure is computed using the Current Exposure Method. Under the Current Exposure method, computation of credit equivalent exposure for interest rate and exchange rate related contracts is derived from the summation of the two elements; the replacement costs (obtained by marking-to-market) of all contracts and the potential future exposure of outstanding contracts (Add On charges depending on the specific remaining tenor to maturity). Risk limit control and mitigation policies The Bank employs various policies and practices to control and mitigate credit risk. Lending limits The Bank establishes internal limits and related lending guidelines to manage large exposures and avoid undue concentration of credit risk in its credit portfolio. The limits include single customer groupings, connected parties, and geographical and industry segments. These risks are monitored regularly and the limits reviewed annually or sooner depending on changing market and economic conditions. The credit risk exposure for derivative and loan books is managed as part of the overall lending limits with customers together with potential exposure from market movements. Annual Report 2010 124 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (i) Credit Risk (continued) Risk limit control and mitigation policies (continued) Collateral Credits are established against borrower’s capacity to repay rather than rely solely on security. However, collateral may be taken to mitigate credit risk. The main collateral types accepted and given value by the Bank are: - mortgage over residential properties; - charges over commercial real estate or vehicles financed; - charges over business assets such as business premises, inventory and accounts receivable; and - charges over financial instruments such as marketable equities. Financing covenants (for credit related commitments and loans books) The primary purpose of these instruments is to ensure that funds are available to a customer when required. Guarantees and standby letters of credit carry the same credit risk as loans. Documentary and commercial letters of credit are collaterised by the underlying shipments of goods to which they relate and therefore carry less risk than a direct loan. Commitment to extend credit represents unutilised portion of approved credit in the form of loans, guarantees or letters of credit. In terms of credit risk, the Bank is potentially exposed to loss in an amount equal to the total unutilised commitments. However, the potential amount of loss is less than the total unutilised commitments, as most commitments to extend credit are contingent upon customers maintaining specific minimum credit standards. The Bank monitors the term to maturity of credit commitments because longer-term commitments generally have a greater degree of credit risk than short-term commitments. Credit Risk monitoring Retail credits are actively monitored and managed on a portfolio basis by product type. A new collection management system has been implemented with a dedicated team in place to promptly identify, monitor and manage delinquent accounts at early stages of delinquency. Corporate credits and large individual accounts are reviewed by the Business Units at least once a year against updated information. This is to ensure that the credit grades remain appropriate and detect any signs of weaknesses or deterioration in the credit quality. Remedial action is taken where evidence of deterioration exists. Early Alert Process is in place as part of a means to pro-actively identify, report and manage deteriorating credit quality. Watchlist accounts are closely reviewed and monitored with corrective measures initiated to prevent them from turning impaired. As a rule, Watchlist accounts are either worked up or worked out within a period of twelve months. Credit Risk culture The Bank recognises that learning is a continuous journey and is committed to enhance the knowledge and required skills set of its staff. It places strong emphasis in creating and enhancing risk awareness in the organisation. For effective and efficient staff learning, the Bank has implemented an E–Learning Program with an online Learning Management System ('LMS'). The LMS provides staff with a progressive self-learning alternative at own pace. Group Risk Management commenced an Internal Credit Certification ('ICC') Programme for both Business Banking and Consumer Credit in July 2009 and August 2009 respectively. In October 2010, the Bank introduced ICC-Market Risk with the Diagnostic Assessment conducted through the LMS. The aim of the ICCs is to assist the core credit related group of personnel in the Bank achieve a minimum level of knowledge and analytical skills required to make sound corporate and commercial loans to customers. It is envisaged that the core credit related group of personnel would all be certified within 2 to 3 years. 125 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (i) Credit Risk (continued) Maximum exposure to credit risk The following table presents the Group and the Bank’s maximum exposure to credit risk of on-balance sheet and off-balance sheet financial instruments, without taking into account of any collateral held or other credit enhancements. For on-balance sheet assets, the exposure to credit risk equals their carrying amount. For contingent liabilities, the maximum exposure to credit risk is the maximum amount that the Group and the Bank would have to pay if the obligations of the instruments issued are called upon. For credit commitments, the maximum exposure to credit risk is the full amount of the undrawn credit facilities granted to customers. The Group The Bank Maximum exposure 2010 2010 RM'000 RM'000 Credit risk exposures of on-balance sheet assets: Cash and short-term funds (exclude cash in hand) Deposits and placements with banks and other financial institutions Financial assets held-for-trading Financial investments available-for-sale (exclude equity securities) Financial investments held-to-maturity Loans, advances and financing Other assets Derivative financial assets Credit risk exposure of off-balance sheet items: Financial guarantees Loan commitments and other credit related commitments Total maximum credit risk exposure 8,523,985 192,335 149,853 5,659,343 431,159 26,370,548 68,348 46,155 5,996,729 559,533 149,853 4,325,332 431,159 22,762,471 56,421 46,155 41,441,726 34,327,653 1,602,338 506,976 1,476,596 369,681 2,109,314 1,846,277 43,551,040 36,173,930 Cash and short-tem funds Substantially all balances are held with BNM. There is limited credit risk in relation to balances at BNM. Other assets There is limited credit risk in relation to items in the course of collection through the clearing system from other banks. Off-balance sheet The Group and the Bank apply fundamentally the same risk management policies for off-balance sheet risks as it does for its on-balance sheet risks. In the case of commitments to lend, customers and counterparties will be subject to the same credit management policies as for loans, advances and financing. Collateral may be sought depending on the strength of the counterparty and the nature of the transaction. (i) 192,335 - - 8,523,985 192,335 - 247,088 8,276,897 149,853 - 149,853 - Financial assets heldfortrading RM'000 5,659,343 - 20,268 92,741 29,921 2,157,267 3,359,146 Financial Investments availablefor-sale RM'000 431,159 24,037 330 156,498 207,108 27,000 16,186 Financial Investments held-tomaturity RM'000 Risk concentrations for commitments and contingencies are based on the credit equivalent balances in Note 37. * Not inclusive of collective allowance amounting to RM396 million. Total assets Agriculture Mining and quarrying Manufacturing Electricity, gas and water Construction Real estate Transport, storage and communication Finance, insurance and business services Government and government agencies Wholesale & retail trade and restaurants & hotels Others The Group 2010 Cash and short-term funds RM'000 Deposits and placements with banks and other financial institutions RM'000 26,370,548* 1,198,629 12,443,544 476,425 373,899 1,743,308 192,953 2,274,981 2,323,155 921,590 4,346,670 75,394 Loans, advances and financing RM'000 The credit risk concentrations of the Group and the Bank, by industry concentration, are set out in the following tables: 68,348 8,603 1,279 993 301 25,815 31,357 On balance sheet total RM'000 46,155 41,441,726 - 1,222,666 - 12,452,477 476,425 373,899 - 1,921,353 286,687 - 2,482,089 - 2,323,155 951,812 46,155 7,192,183 - 11,758,980 Derivative Other financial assets assets RM'000 RM'000 2,109,313 140,172 486,808 31,535 1,053 207,361 57 652,610 185,829 26,231 241,832 135,825 Commitments and contingencies RM'000 Credit risk is the risk of financial loss from the failure of customers to meet their obligations. Exposure to credit risk is managed through portfolio management. The credit portfolio's risk profiles and exposures are reviewed and monitored regularly to ensure that an acceptable level of risk diversification is maintained. Exposure to credit risk is also managed in part by obtaining collateral security and corporate and personal guarantees. Credit risk concentrations Credit Risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 126 (i) - 5,623,891 142,777 142,777 409,900 6,033,791 - - Deposits and placements with banks and other financial institutions RM'000 150,000 - - 150,000 - Financial assets heldfortrading RM'000 5,608,776 30,083 - 3,299,875 2,159,402 4,977 49,922 35,804 28,713 - Financial Investments availablefor-sale RM'000 456,193 27,937 330 27,124 37,000 150,113 213,689 - Financial Investments held-tomaturity RM'000 Risk concentrations for commitments and contingencies are based on the credit equivalent balances in Note 37. * Not inclusive of general allowance amounting to RM298 million. Total assets Agriculture Mining and quarrying Manufacturing Electricity, gas and water Construction Real estate Transport, storage and communication Finance, insurance and business services Government and government agencies Wholesale & retail trade and restaurants & hotels Others The Group 2009 Cash and short-term funds RM'000 Credit risk concentrations (continued) Credit Risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 164 166,505 26,801 28,642 22 474 415 323 - 9,070,952 6,252,969 531,896 254,488 1,860,015 190,928 2,560,021 1,444,967 924,177 On balance sheet total RM'000 29,727 34,968,981 - 1,219,272 - 10,659,296 - 29,727 - Derivative Other financial assets assets RM'000 RM'000 22,324,371* 223,346 1,161,088 10,492,461 93,261 3,295,521 526,897 254,488 1,659,506 154,709 2,317,296 1,444,967 924,177 Loans, advances and financing RM'000 2,324,801 84,394 767,296 15,719 388,271 3,580 19,107 205,868 563 709,607 95,128 35,268 Commitments and contingencies RM'000 127 AFFIN BANK BERHAD (25046-T) (i) - 5,674,968 559,533 559,533 321,761 5,996,729 - - Deposits and placements with banks and other financial institutions RM'000 149,853 - - 149,853 - Financial assets heldfortrading RM'000 4,325,332 - 2,411,879 1,795,453 20,268 92,741 4,991 Financial Investments availablefor-sale RM'000 431,159 24,037 330 16,186 27,000 156,498 207,108 - Financial Investments held-tomaturity RM'000 Risk concentrations for commitments and contingencies are based on the credit equivalent balances in Note 37. * Not inclusive of collective allowance amounting to RM343 million. Total assets Agriculture Mining and quarrying Manufacturing Electricity, gas and water Construction Real estate Transport, storage and communication Finance, insurance and business services Government and government agencies Wholesale & retail trade and restaurants & hotels Others The Bank 2010 Cash and short-term funds RM'000 Credit risk concentrations (continued) Credit Risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 22,762,471* 1,150,259 10,055,570 75,394 3,759,208 379,421 373,664 1,620,577 192,089 1,962,667 2,278,476 915,146 Loans, advances and financing RM'000 56,421 7,384 19,379 27,315 1,279 993 71 8,197,806 6,686,278 379,421 373,664 1,798,622 285,823 2,169,775 2,278,476 920,208 On balance sheet total RM'000 46,155 34,327,653 - 1,174,296 - 10,063,284 - 46,155 - Derivative Other financial assets assets RM'000 RM'000 1,846,277 136,037 483,002 3,859 209,594 6,267 1,032 203,874 57 590,495 185,829 26,231 Commitments and contingencies RM'000 Annual Report 2010 128 (i) - 3,670,807 623,271 623,271 407,040 4,077,847 - - Deposits and placements with banks and other financial institutions RM'000 150,000 - - 150,000 - Financial assets heldfortrading RM'000 4,224,874 - 2,369,539 1,785,812 15,150 35,804 18,569 - Financial Investments availablefor-sale RM'000 456,193 27,937 330 27,124 37,000 150,113 213,689 - Financial Investments held-tomaturity RM'000 Risk concentrations for commitments and contingencies are based on the credit equivalent balances in Note 37. * Not inclusive of general allowance amounting to RM260 million. Total assets Agriculture Mining and quarrying Manufacturing Electricity, gas and water Construction Real estate Transport, storage and communication Finance, insurance and business services Government and government agencies Wholesale & retail trade and restaurants & hotels Others The Bank 2009 Cash and short-term funds RM'000 Credit risk concentrations (continued) Credit Risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 142,351 20,536 29,601 124 415 - 1,113,857 8,835,116 6,172,326 6,076,419 409,266 254,289 1,721,416 190,656 2,080,294 1,403,442 897,454 On balance sheet total RM'000 29,727 29,154,535 - - 29,727 - Derivative Other financial assets assets RM'000 RM'000 19,399,596* 193,027 1,085,920 8,692,435 84,320 3,013,968 409,266 254,289 1,556,029 154,437 1,848,036 1,403,442 897,454 Loans, advances and financing RM'000 1,976,184 74,009 560,098 22 346,631 681 19,086 204,140 563 641,304 95,128 34,522 Commitments and contingencies RM'000 129 AFFIN BANK BERHAD (25046-T) Annual Report 2010 130 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (i) Credit Risk (continued) Collaterals The main types of collateral obtained by the Group and the Bank are as follows: - for personal housing loans, mortgages over residential properties; for commercial property loans, charges over the properties being financed; for hire purchase, charges over the vehicles or plant and machineries financed; and for other loans, charges over business assets such as premises, inventories, trade receivables or deposits. Total loans, advances and financing - credit quality All loans, advances and financing are categorised into “neither past due nor impaired”, “past due but not impaired” and “impaired”. Past due loans refer to loans that are overdue by one day or more. Impaired loans are loans with months-inarrears more than 90 days or with impairment allowances. Distribution of loans, advances and financing by credit quality The Group 2010 RM'000 The Bank 2010 RM'000 Neither past due nor impaired (a) Past due but not impaired (b) Impaired (c) 22,362,063 3,213,211 971,123 19,340,931 2,742,727 818,522 Gross loans, advances and financing less: Allowance for impairment - Individual - Collective 26,546,397 22,902,180 (175,849) (395,701) (139,709) (343,220) Net loans, advances and financing 25,974,847 22,419,251 Past due but not impaired includes accounts within grace period amounting to RM1.2 billion (The Group) and RM1.1 billion (The Bank). (a) Loans neither past due nor impaired Analysis of loans, advances and financing that are neither past due nor impaired analysed based on the Group and the Bank’s internal credit grading system is as follows: The Group 2010 RM'000 The Bank 2010 RM'000 18,598,272 3,763,791 15,964,665 3,376,266 22,362,063 19,340,931 Quality classification Satisfactory Special mention Quality classification definitions Satisfactory: Exposures demonstrate a strong capacity to meet financial commitments, with negligible or low probability of default and/or levels of expected loss. Special mention: Exposures require varying degrees of special attention and default risk is of greater concern. 131 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (i) Credit Risk (continued) (b) Loans past due but not impaired Certain loans, advances and financing are past due but not impaired as the collateral values of these loans are in excess of the principal and profit outstanding. Allowances for these loans may have been set aside on a portfolio basis. The Bank’s loans, advances and financing which are past due but not impaired are as follows: Past due up to 30 days Past due 30-60 days Past due 60-90 days The Group 2010 RM'000 The Bank 2010 RM'000 1,730,084 996,340 486,787 1,542,944 849,976 349,807 3,213,211 2,742,727 The Group and the Bank do not disclose the fair value of collateral held as security on assets past due but not impaired as it is not practicable to do so. (c) Loans impaired The Group 2010 RM'000 The Bank 2010 RM'000 Gross amount 971,123 818,522 Individually impaired loans 439,997 329,510 1,250,955 1,178,242 Analysis of individually impaired assets Fair value of collateral Collateral and other credit enhancements obtained During the year, the Bank obtained assets by taking possession of collateral held as security or calling upon other credit enhancements as follows: The Group The Bank 2010 2010 RM'000 RM'000 Carrying amount Nature of assets Vacant Industrial Land 1,370 1,370 1,370 1,370 Foreclosed properties are sold as soon as practicable, with the proceeds used to reduce the outstanding indebtedness. The carrying amount of foreclosed properties held by the Group and the Bank as at reporting date has been classified as Other assets as disclosed in Note 8. Annual Report 2010 132 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (i) Credit Risk (continued) Renegotiated financial assets Restructuring activities include extended payment arrangements, approved external management plans, modification and deferral of payments. Restructuring policies and practices are based on indicators or criteria that, in the judgement of management indicate that payment will most likely continue. These policies are kept under continous review. Restructuring is most commonly applied to term loans - in particular, customer finance loans. The Group 2010 RM'000 The Bank 2010 RM'000 14,869 487,387 14,412 420,954 502,256 435,366 Renegotiated loans, advances and financing Continuing to be impaired after restructuring Non-impaired after restructuring-would otherwise have been impaired Private debt securities, treasury bills and derivatives Private debt securities, treasury bills and other eligible bills included in financial assets held-for-trading and financial investments available-for-sale are measured on a fair value basis. The fair value will reflect the credit risk of the issuer. Most listed and some unlisted securities are rated by external rating agencies. The Group and the Bank mainly uses external credit ratings provided by RAM, MARC, Standard & Poors' or Moody's. The table below presents an analysis of debt securities, treasury bills and other eligible bills by rating agency : The Group 2010 AAA RM'000 AA- to AA+ RM'000 A- to A+ Lower than ARM'000 RM'000 Unrate RM'000 Total RM'000 Financial asset held-for-trading Financial investments available-for-sale Financial investments held-to-maturity 712,749 - 233,762 - 455,613 149,853 149,853 133,094 4,230,835 5,766,053 27,000 404,159 431,159 712,749 233,762 455,613 160,094 4,784,847 6,347,065 393,841 - 220,031 - 455,613 - 149,853 149,853 92,240 3,266,535 4,428,260 27,000 404,159 431,159 393,841 220,031 455,613 119,240 3,820,547 5,009,272 The Bank 2010 Financial asset held-for-trading Financial investments available-for-sale Financial investments held-to-maturity Included in the above, there are impaired financial investments available-for-sale with a carrying value for the Group and the Bank of RM40,005 (2009: RM69,698) and RM33,260 (2009: RM62,953) respectively and financial investments held-tomaturity for the Group and the Bank of RM87,752 (2009: RM89,957) and RM87,584 (2009: RM89,789) respectively. Collateral is not generally obtained directly from the issuers of debt securities. Certain debt securities may be collateralised by specifically identified assets that would be obtainable in the event of default. 133 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (ii) Market risk Market risk is defined as the risk of losses to the Bank’s portfolio positions arising from movements in market prices. The Bank’s market risk management objective is to ensure that market risk is appropriately identified, measured, controlled, managed and reported. The Bank’s exposure to market risk stems primarily from interest rate risk and foreign exchange rate risk. Interest rate risk arises mainly from differences in timing between the maturities or repricing of assets, liabilities and derivatives. The Bank is also exposed to basis risk when there is a mismatch between the change in price of a hedge and the change in price of the assets it hedges. Foreign exchange rate risk arises from unhedged positions of customers' requirements and proprietary positions. Market risk is primarily controlled through the imposition of Cut-loss, Value-at-Risk (VaR) and Net Open Position Limits which are approved by both the Asset Liability Management Committee ('ALCO') and Board Risk Management Committee (‘BRMC’) in accordance with the Bank's risk appetite. These limits are set and reviewed regularly according to a number of factors, including liquidity and the Bank's business strategy. In addition, the Bank conducts periodic stress test of its respective portfolios to ascertain the market risk under abnormal market conditions. For the asset liability mismatch position in the statement of financial position, the risk is measured using Net Interest Income simulations based on projected interest rate scenarios managed through limits set over time buckets together with an Overall Risk Tolerance Limit. The Bank's Management, ALCO and BRMC are regularly kept informed of its risk profile and positions. Value at risk ('VaR') Value-at-Risk ('VaR') is used to compute the maximum potential loss amount over a specified holding period of a trading portfolio. It measures the risk of losses arising from potential adverse movements in interest rates and foreign exchange rates that could affect values of financial instruments. The Variance-Covariance Parametric methodology is adopted to compute the potential loss amount. This is a statistically defined, probability-based approach that uses volatilities and correlations to quantify price risks. Under this methodology, a matrix of historical volatilities and correlations is computed from the past 100 business days’ market data. VaR is then computed by applying these volatilities and correlations to the outstanding trading portfolio valued at current price levels. The table below sets out a summary of the Bank’s VaR profile by financial instrument types for the trading portfolio: The Group 2010 Instruments FX swap Government securities Private debt securities Balance RM'000 Average for the year RM'000 Minimum RM'000 Maximum RM'000 201 - 241 1 1 134 - 437 11 18 201 - 241 1 1 134 - 437 11 18 The Bank 2010 Instruments FX swap Government securities Private debt securities Annual Report 2010 134 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (ii) Market risk (continued) Other Risk Measures • Mark-to-market Mark-to-Market valuation tracks the current market value of the outstanding financial instruments. • Stress testing Stress tests are conducted to attempt to quantify market risk arising from low probability, abnormal market movements. The stress test measure the change in value arising from range of extreme movements in the interest rates and foreign exchange rates based on past experience and simulated stress scenarios. • Sensitivity/Dollar Duration Sensitivity/Dollar Duration is an additional measure of interest rate risk that is computed on a daily basis. It measures the change in value of a portfolio resulting from a 0.01% increase in interest rates. This measure identifies the Bank’s interest rate exposures that are most vulnerable to interest rate changes and it facilitates the implementation of hedging strategies. Net interest income sensitivity The table below shows the pre-tax net interest income sensitivity for the non-trading financial assets and financial liabilities held at 31 December 2010. The sensitivity has been measured using the Repricing Gap Simulation methodology based on parallel shifts in the interest rate. The Group 2010 Impact on net interest income As percentage of net interest income +100 basis point RM million -100 basis point RM million (25.7) -2.8% 25.7 2.8% (21.2) -2.8% 21.2 2.8% The Bank 2010 Impact on net interest income As percentage of net interest income 135 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (ii) Market risk (continued) Foreign exchange risk sensitivity analysis Open position The Group 2010 US Dollar equivalent amount '000 Ringgit Malaysia equivalent amount '000 Ringgit Malaysia equivalent amount for 1% fall in US Dollar '000 (4,453) (1,290) (13,730) (3,977) (13,592) (3,936) (137) (39) (5,944) (984) (18,329) (3,034) (18,145) (3,003) (183) (30) US Dollar Others Impact of 1% fall in US Dollar exchange rate '000 The Bank 2010 US Dollar Others The impact on the outstanding foreign exchange position as at 31 December 2010 for a one percent change in USD exchange rate from 3.0835 to 3.0527 was a decrease of about RM176,000 (The Group) and RM213,000 (The Bank). Foreign exchange risk The Bank takes on exposure to the effects of fluctuations in the prevailing foreign currency exchange rates on its financial position and cash flows. The Board sets limits on the level of exposure by currency and in aggragate for both overnight and intra-day positions, which are monitored daily. The table summarises the Bank's exposure to foreign currency exchange rate risk at 31 December 2010. Included in the table are the Bank's financial instruments at carrying amounts, categorised by currency. The Group 2010 Assets Cash and short-term funds Deposits and placements with banks and other financial institutions Financial investments available-for-sale Loan, advances and financing Other assets Total financial assets Euro RM'000 United States Dollar RM'000 Australian Dollar RM'000 Great Britain Pound RM'000 Others RM'000 Total RM'000 3,205 163,867 2,049 2,058 36,513 207,692 271 - 147,057 191,793 748,162 4,174 15,680 39,548 376 46,067 113 846 29,597 59,367 1,503 1,986 192,334 336,775 750,049 7,382 3,476 1,255,053 57,653 49,084 128,966 1,494,232 Annual Report 2010 136 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (ii) Market risk (continued) Foreign exchange risk (continued) The Group 2010 Liabilities Deposits from customers Deposits and placements of banks and other financial institutions Other liabilities Total financial liabilities Net on-balance sheet financial position Off balance sheet credit commitments The Bank 2010 Assets Cash and short-term funds Deposits and placements with banks and other financial institutions Financial investments available-for-sale Loan, advances and financing Other assets Total financial assets Liabilities Deposits from customers Deposits and placements of banks and other financial institutions Other liabilities Total financial liabilities Net on-balance sheet financial position Off balance sheet credit commitments Euro RM'000 United States Dollar RM'000 Australian Dollar RM'000 Great Britain Pound RM'000 Others RM'000 Total RM'000 7,660 208,366 9,941 8,487 29,784 264,238 - 505,694 12,436 4,157 173 3,411 431 509,851 16,451 7,660 726,496 14,271 11,898 30,215 790,540 (4,184) 1,093,230 528,557 2,051,238 43,382 25,235 37,186 65,866 Euro RM'000 United States Dollar RM'000 Australian Dollar RM'000 Great Britain Pound RM'000 Others RM'000 Total RM'000 2,988 239,581 1,765 1,899 36,132 282,365 271 - 184,059 180,852 590,207 4,014 15,680 39,548 376 46,067 113 846 29,597 59,367 1,503 1,986 229,336 325,834 592,094 7,222 3,259 1,198,713 57,369 48,925 7,564 208,306 9,941 8,484 29,784 264,079 - 505,694 12,412 4,157 173 3,411 431 509,851 16,427 7,564 726,412 14,271 11,895 30,215 790,357 (4,305) 1,093,230 472,301 2,051,238 43,098 25,235 37,030 65,866 98,751 703,692 396,827 3,632,396 128,585 1,436,851 98,370 646,494 396,827 3,632,396 (ii) 132,468 930,603 207,108 1,031,672 - 29,597 395,268 24,037 12,062,771 20,968,706 Total assets 7,527,074 - 3,260,546 113,955 - >1-5 years RM'000 3,167,757 10,901,575 2,466,714 - 30,270 670,773 - - >3-12 months RM'000 2,889,197 2,487,043 - 402,154 - - Over 5 years RM'000 1,675,239 (395,701)* 795,274# 873,956 36,412 106,709 86,059 172,530 159,596 9,743 149,853 - - Trading book RM'000 42,063,921 25,179,573 795,274 873,956 46,155 192,335 149,853 5,766,053 431,159 8,629,563 4.94 2.62 2.81 3.67 4.95 2.76 Effective interest Total rate RM'000 % * The negative balance represents collective allowance for loans, advances and financing # Net of individual allowance. (1) Others include property and equipment, intangible assets, statutory deposits with Bank Negara Malaysia, tax recoverable, deferred tax assets, subsidiaries, other assets, investment in jointly controlled entity and amount due from jointly controlled entity. 2,301,851 - 8,457,033 >1-3 months RM'000 Assets Cash and short-term funds Deposits and placements with banks and other financial institutions Financial assets held-for-trading Financial investments available-for-sale Financial investment held-to-maturity Loans, advances and financing - non-impaired - impaired Others (1) Derivative financial assets The Group 2010 Up to 1 month RM'000 Non interest/ profit sensitive RM'000 Non-trading book The following table represents the Group’s and the Bank’s assets and liabilities at carrying amounts, categorised by the earlier of contractual repricing or maturity dates as at 31 December 2010. Sensitivity to interest rates arises from mismatches in the interest rate characteristics of the assets and their corresponding liability funding. One of the major causes of these mismatches is timing differences in the repricing of the assets and liabilities. These mismatches are actively managed as part of the overall interest rate risk management process which is conducted in accordance with Group policy guidelines. Interest/profit rate risk Market risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 137 AFFIN BANK BERHAD (25046-T) (ii) 3,437,614 - 3,099,548 300,000 - - 2,338,039 Total interest sensitivity gap 401,535 - 401,535 286,370 - 68,186 - 46,979 >1-5 years RM'000 (8,552,300) (2,041,298) 9,795,582 (9,007,605) (2,036,105) 10,500,040 455,305 (5,193) (704,458) 5,203,862 - 5,203,862 - - 5,203,862 >3-12 months RM'000 2,843,906 2,889,197 (45,291) - - - - - - Over 5 years RM'000 (4,526,077) (4,526,077) - 6,201,316 3,313,004 2,888,312 546,230 40,112 110,161 2,191,809 Non interest/ profit sensitive RM'000 Non-trading book (2) Other liabilities include provision for taxation, deferred tax liabilities and other liabilities. (3) The off-balance sheet gap represents the net notional amounts of all interest rate sensitive derivative financial instruments. 2,038,402 299,637 18,930,304 11,309,456 - 18,930,304 11,309,456 7,871,842 >1-3 months RM'000 15,530,756 Up to 1 month RM'000 On-balance sheet interest sensitivity gap Off-balance sheet interest sensitivity gap (3) Total liabilities and equity Equity Total liabilities Liabilities Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable Recourse obligation on loans sold to Cagamas Berhad Subordinated term loan Other liabilities (2) Derivative financial liabilities The Group 2010 Interest/profit rate risk (continued) Market risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 142,148 142,148 - 17,448 - 17,448 17,448 - - Trading book RM'000 42,063,921 3,313,004 38,750,917 286,370 300,000 546,230 57,560 6,605,348 110,161 30,845,248 5.00 3.52 2.86 2.99 Effective interest Total rate RM'000 % Annual Report 2010 138 (ii) 72,259 489,648 2,461,621 - 8,563 877,180 236,035 11,322,040 18,438,181 Total assets 3,872,169 2,219,502 - 61,955 1,564,182 26,530 - >3-12 months RM'000 6,254,528 4,242,502 - 1,968,840 43,186 - >1-5 years RM'000 2,256,792 1,566,346 - 690,446 - - Over 5 years RM'000 1,595,376 (335,067)* 512,360# 1,045,095 21,664 37,075 175,723 138,526 Non interest/ profit sensitive RM'000 Non-trading book 158,063 8,063 150,000 - - Trading book RM'000 35,598,637 21,476,944 512,360 1,045,095 29,727 142,777 150,000 5,627,371 481,474 6,132,889 Total RM'000 4.71 1.27 2.18 3.41 4.73 1.96 Effective interest rate % * The negative balance represents general allowance for loans, advances and financing # Net of specific allowance. (1) Others include property and equipment, intangible assets, statutory deposits with Bank Negara Malaysia, tax recoverable, deferred tax assets, subsidiaries and other assets 3,023,528 - >1-3 months RM'000 5,994,363 Up to 1 month RM'000 Assets Cash and short-term funds Deposits and placements with banks and other financial institutions Financial assets held-for-trading Financial investments available-for-sale Financial investment held-to-maturity Loans, advances and financing - performing - non-performing Others (1) Derivative financial assets The Group 2009 Interest/profit rate risk (continued) Market risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 139 AFFIN BANK BERHAD (25046-T) (ii) - 300,000 - 7,298,464 Total interest sensitivity gap 6,001,373 - (6,697,422) (2,468,928) (6,896,958) (2,129,204) 199,536 (339,724) 9,920,486 - 6,001,373 - 421,702 - 5,579,671 >3-12 months RM'000 5,564,879 5,857,985 (293,106) 396,543 - 396,543 297,216 - - 99,327 >1-5 years RM'000 2,161,008 2,256,792 (95,784) - - - - - - Over 5 years RM'000 (5,989,118) (5,989,118) - 7,584,494 2,967,018 4,617,476 434,472 14,738 94,265 4,074,001 Non interest/ profit sensitive RM'000 Non-trading book (2) Other liabilities include provision for taxation deferred tax liabilities and other liabilities. (3) The off-balance sheet gap represents the net notional amounts of all interest rate sensitive derivative financial instruments. 6,769,386 529,078 11,668,795 - 9,920,486 2,575,982 - 2,025,979 - 11,668,795 7,344,504 >1-3 months RM'000 9,342,816 Up to 1 month RM'000 On-balance sheet interest sensitivity gap Off-balance sheet interest sensitivity gap (3) Total liabilities and equity Equity Total liabilities Liabilities Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable Recourse obligation on loans sold to Cagamas Berhad Subordinated term loan Other liabilities (2) Derivative financial liabilities The Group 2009 Interest/profit rate risk (continued) Market risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 131,117 131,117 - 26,946 - 26,946 26,946 - - Trading book RM'000 35,598,637 2,967,018 32,631,619 297,216 300,000 434,472 41,684 5,023,663 94,265 26,440,319 Total RM'000 5.00 2.90 2.09 2.28 Effective interest rate % Annual Report 2010 140 (ii) 462,664 734,627 207,108 914,913 - 29,597 333,650 24,037 10,293,638 183,541 16,797,613 Total assets 2,864,508 2,136,368 - 67,272 660,868 - - >3-12 months RM'000 9,076,119 6,715,183 - 2,246,981 113,955 - >1-5 years RM'000 2,372,762 2,023,556 - 349,206 - - Over 5 years RM'000 1,863,757 (343,220)* 678,813# 1,131,878 36,412 1,730 102,928 86,059 169,157 Non interest/ profit sensitive RM'000 Non-trading book 159,596 9,743 - 149,853 - - Trading book RM'000 35,453,667 21,740,438 678,813 1,131,878 46,155 185,271 559,533 149,853 4,428,260 431,159 6,102,307 2.62 4.95 2.76 2.81 3.74 4.95 2.70 Effective interest Total rate RM'000 % * The negative balance represents collective allowance for loans, advances and financing # Net of individual allowance. (1) Others include property and equipment, intangible assets, statutory deposits with Bank Negara Malaysia, tax recoverable, deferred tax assets, subsidiaries, other assets, investment in jointly controlled entity and amount due from jointly controlled entity. 2,319,312 - >1-3 months RM'000 5,933,150 Up to 1 month RM'000 Assets Cash and short-term funds Deposits and placements with banks and other financial institutions Financial assets held-for-trading Financial investments available-for-sale Financial investment held-to-maturity Loans, advances and financing - non-impaired - impaired Others (1) Derivative financial assets Amount due from subsidiaries The Bank 2010 Interest/profit rate risk (continued) Market risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 141 AFFIN BANK BERHAD (25046-T) (ii) - 300,000 - 2,170,111 Total interest sensitivity gap 4,445,106 - (6,966,951) (1,585,791) (7,422,256) (1,580,598) 455,305 (5,193) 9,741,568 - 4,445,106 - 68,186 - 4,376,920 >3-12 months RM'000 8,042,537 8,746,995 (704,458) 329,124 - 329,124 286,370 - - 42,754 >1-5 years RM'000 2,327,471 2,372,762 (45,291) - - - - - - Over 5 years RM'000 (4,146,973) (4,146,973) - 6,010,730 3,112,800 2,897,930 489,554 57,560 47,926 110,161 2,192,729 Non interest/ profit sensitive RM'000 Non-trading book (2) Other liabilities include other liabilities. (3) The off-balance sheet gap represents the net notional amounts of all interest rate sensitive derivative financial instruments. 1,870,474 299,637 14,927,139 - 9,741,568 3,187,614 - 2,479,622 - 14,927,139 6,553,954 >1-3 months RM'000 12,147,517 Up to 1 month RM'000 On-balance sheet interest sensitivity gap Off-balance sheet interest sensitivity gap (3) Total liabilities and equity Equity Total liabilities Liabilities Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable Recourse obligation on loans sold to Cagamas Berhad Subordinated term loan Other liabilities (2) Derivative financial liabilities Amount due to subsidiaries The Bank 2010 Interest/profit rate risk (continued) Market risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 159,596 159,596 - - - - - - - Trading book RM'000 35,453,667 3,112,800 32,340,867 286,370 300,000 489,554 57,560 47,926 5,735,422 110,161 25,313,874 5.00 3.52 2.86 3.02 Effective interest Total rate RM'000 % Annual Report 2010 142 (ii) 526,136 333,128 2,255,261 - 8,563 621,336 236,035 10,202,241 229,364 15,339,902 Total assets 3,319,692 1,903,848 - 88,572 1,300,742 26,530 - >3-12 months RM'000 4,862,052 3,489,151 - 1,329,715 43,186 - >1-5 years RM'000 1,704,857 1,083,386 - 621,471 - - Over 5 years RM'000 1,834,025 (291,000)* 465,708# 1,292,624 21,664 1,921 33,378 175,148 134,582 Non interest/ profit sensitive RM'000 Non-trading book 158,063 8,063 - 150,000 - - Trading book RM'000 30,333,116 18,642,887 465,708 1,292,624 29,727 231,285 623,271 150,000 4,239,770 480,899 4,176,945 Total RM'000 * The negative balance represents general allowance for loans, advances and financing. # Net of specific allowance. (1) Others include property and equipment, intangible assets, statutory deposits with Bank Negara Malaysia, deferred tax assets, subsidiaries and other assets. 3,114,525 - >1-3 months RM'000 4,042,363 Up to 1 month RM'000 Assets Cash and short-term funds Deposits and placements with banks and other financial institutions Financial assets held-for-trading Financial investments available-for-sale Financial investment held-to-maturity Loans, advances and financing - performing - non-performing Others (1) Derivative financial assets Amount due from subsidiaries The Bank 2009 Interest/profit rate risk (continued) Market risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 2.14 4.71 1.93 2.18 3.50 4.73 1.92 Effective interest rate % 143 AFFIN BANK BERHAD (25046-T) (ii) - 300,000 - 5,769,628 529,078 6,298,706 On-balance sheet interest sensitivity gap Off-balance sheet interest sensitivity gap (3) Total interest sensitivity gap 5,391,071 - (5,382,877) (2,411,103) (5,582,413) (2,071,379) 199,536 (339,724) 8,696,938 - 5,391,071 - 421,703 - 4,969,368 >3-12 months RM'000 4,177,285 4,470,391 (293,106) 391,661 - 391,661 297,216 - - 94,445 >1-5 years RM'000 1,609,073 1,704,857 (95,784) - - - - - - Over 5 years RM'000 (4,422,201) (4,422,201) - 6,256,226 2,810,766 3,445,460 405,173 14,738 47,730 94,265 2,883,554 Non interest/ profit sensitive RM'000 Non-trading book (2) Other liabilities include provision for taxation and other liabilities. (3) The off-balance sheet gap represents the net notional amounts of all interest rate sensitive derivative financial instruments. 9,570,274 - 8,696,938 2,395,542 - 1,703,983 - 9,570,274 6,301,396 >1-3 months RM'000 7,566,291 Up to 1 month RM'000 Total liabilities and equity Equity Total liabilities Liabilities Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable Recourse obligation on loans sold to Cagamas Berhad Subordinated term loan Other liabilities (2) Deivative financial liabilities Amount due to subsidiaries The Bank 2009 Interest/profit rate risk (continued) Market risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 131,117 131,117 - 26,946 - 26,946 26,946 - - - Trading book RM'000 30,333,116 2,810,766 27,522,350 297,216 300,000 405,173 41,684 47,730 4,521,228 94,265 21,815,054 Total RM'000 5.00 2.90 2.09 2.23 Effective interest rate % Annual Report 2010 144 145 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (iii) Liquidity Risk Liquidity risk is the risk of loss due to failure to access funds at reasonable cost to fund the Bank's operations and meet its liabilities when they fall due. Liquidity risk arises from the Bank's funding activities and the management of its assets. To measure and manage net funding requirements, the Bank adopts BNM's New Liquidity Framework ('NLF'). The NLF ascertains the liquidity condition based on the contractual and behavioral cash-flow of assets, liabilities and off-balance sheet commitments, taking into consideration the realisable cash value of the eligible liquefiable assets. The Bank employs liquidity risk indicators as an early alert of any structural change for liquidity risk management. The risk is measured monthly using internal and external qualitative and quantitative liquidity risk indicators. The Bank also conducts liquidity stress tests to gauge the Bank’s resilience in the event of a funding crisis. In addition, the Bank has in place the Contingency Funding Plan to deal with liquidity crisis and emergencies. The BRMC is responsible for the Bank's liquidity policy although the strategic management of liquidity has been delegated to the ALCO. The BRMC is however, informed regularly of the liquidity situation in the Bank. Liquidity risk disclosure table which is based on contractual undiscounted cash flow: The Group 2010 Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable Recourse obligation on loans sold to Cagamas Berhad Other liabilities Subordinate term loan Up to 1 month RM'000 >1-3 months RM'000 >3-12 months RM'000 >1-5 years RM'000 Over 5 years RM'000 Total RM'000 17,722,567 7,871,842 5,203,861 46,978 - 30,845,248 3,099,548 110,161 3,437,614 - 68,186 - - - 6,605,348 110,161 1,441 68,860 - 1,312 114,327 - 8,491 524,760 - 275,126 113,683 - 55,250 300,000 286,370 876,880 300,000 21,002,577 11,425,095 5,805,298 435,787 355,250 39,024,007 14,340,248 6,553,953 4,376,920 42,753 - 25,313,874 2,479,621 110,161 3,187,614 - 68,187 - - - 5,735,422 110,161 1,441 60,248 47,926 - 1,312 94,583 - 8,491 461,233 - 275,126 113,198 - 55,250 300,000 286,370 784,512 47,926 300,000 17,039,645 9,837,462 4,914,831 431,077 355,250 32,578,265 The Bank 2010 Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable Recourse obligation on loans sold to Cagamas Berhad Other liabilities Amount due to holding company Subordinate term loan Annual Report 2010 146 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (iii) Liquidity Risk (continued) Derivatives financial liabilities Derivatives financial liabilities based on contractual undiscounted cash flow: Up to 1 month RM'000 >1-3 months RM'000 >3-12 months RM'000 >1-5 years RM'000 Over 5 years RM'000 Total RM'000 Interest rate derivatives (1,098) (1,353) (9,658) (33,596) (12,799) (58,504) The Group/The Bank 2010 Up to 1 month RM'000 >1-3 months RM'000 >3-12 months RM'000 >1-5 years RM'000 Over 5 years RM'000 Total RM'000 (278,479) 278,466 (207,640) 205,907 (229,901) 229,397 (115,560) 115,560 - (831,580) 829,330 (13) (1,733) (504) - - (2,250) The Group/The Bank 2010 Derivatives settled on a net basis Derivatives settled on a gross basis Foreign exchange derivatives Outflow Inflow Assets Cash and short-term funds Deposits and placements with banks and other financial institutions Financial assets held-for-trading Financial investments available-for-sale Financial investments held-to-maturity Loans, advances and financing Other assets Derivative financial assets Amount due from jointly controlled entity Other non-financial assets (1) The Group 2010 14,590 579,919 668,789 9,675 3,604 1,276,577 112,440 149,853 1,339,407 110,096 3,174,354 58,806 22,129 2,745 245,130 13,844,523 >3-6 months RM'000 8,629,563 Up to 3 months RM'000 1,041,451 15,680 184,027 780,775 10,930 109 49,930 - >6-12 months RM'000 - >1-3 years RM'000 5,382,846 2,168,054 113,955 3,085,018 5,127 10,692 - Maturities of assets and liabilities of the Group and the Bank by remaining contractual maturities profile are as follows: 5,511,590 49,625 1,092,492 4,366,931 2,542 - - >3-5 years RM'000 15,006,934 402,154 207,108 13,898,980 161,664 7,079 329,949 - Over 5 years RM'000 42,063,921 192,335 149,853 5,766,053 431,159 25,974,847 246,202 46,155 2,745 625,009 8,629,563 Total RM'000 The maturities of on-balance sheet assets and liabilities as well as other off-balance sheet assets and liabilities, commitments and counterguarantees are important factors in assessing the liquidity of the Group. The table below provides analysis of assets and liabilities into relevant maturity tenures based on remaining contractual maturities. Liquidity risk for assets and liabilities based on remaining contractual maturities (iii) Liquidity Risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 147 AFFIN BANK BERHAD (25046-T) 3,278,651 19,412 602 22 - (544,780) 11,439,911 5,310,696 5,340,696 (30,000) 42,150 295 17,828 - - 24,027 >1-3 years RM'000 5,194,933 5,194,933 - 316,657 286,370 7,336 - - 22,951 >3-5 years RM'000 14,675,081 14,675,081 - 331,853 300,000 6,921 24,932 - - Over 5 years RM'000 17,564,598 3,313,004 13,700,237 551,357 38,750,917 286,370 300,000 521,276 57,560 22 24,932 6,605,348 110,161 30,845,248 Total RM'000 (1) Other non-financial assets include tax recoverable, statutory deposits with BNM, deferred tax assets, investment in jointly controlled entity, property and equipment and intangible assets. (18,511,243) 2,040,242 32,741,364 Net maturity mismatch 14,144 12,666 - 487,425 12,207 - 68,186 - 3,190,429 >6-12 months RM'000 (763,665) (2,237,200) - 13,700,237 218,885 (23,126) - 6,537,162 110,161 (18,896,841) 385,598 2,013,432 >3-6 months RM'000 25,594,409 Up to 3 months RM'000 On balance sheet gap Off balance sheet credit commitments Derivatives Liabilities Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable Recourse obligation on loans sold to Cagamas Berhad Subordinated term loan Other liabilities Derivative financial liabilities Provision for taxation Deferred tax liabilities The Group 2010 Liquidity risk for assets and liabilities based on remaining contractual maturities (continued) (iii) Liquidity Risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 148 Assets Cash and short-term funds Deposits and placements with banks and other financial institutions Financial assets held-for-trading Financial investments available-for-sale Financial investments held-to-maturity Loans, advances and financing Other assets Derivative financial assets Amount due from subsidiaries Other non-financial assets (1) The Bank 2010 42,341 579,919 526,876 8,108 3,604 1,160,848 442,636 149,853 1,078,104 110,096 2,950,236 48,443 22,129 185,271 245,130 11,334,205 >3-6 months RM'000 6,102,307 Up to 3 months RM'000 Liquidity risk for assets and liabilities based on remaining contractual maturities (continued) (iii) Liquidity Risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS 995,317 15,680 174,050 748,576 10,830 109 46,072 - >6-12 months RM'000 4,548,289 1,496,103 113,955 2,922,556 4,983 10,692 - - >1-3 years RM'000 4,685,616 58,876 750,878 3,873,320 2,542 - - >3-5 years RM'000 12,729,392 349,206 207,108 11,397,687 161,255 7,079 607,057 - Over 5 years RM'000 35,453,667 559,533 149,853 4,428,260 431,159 22,419,251 233,619 46,155 185,271 898,259 6,102,307 Total RM'000 149 AFFIN BANK BERHAD (25046-T) 2,878,787 17,117 602 - (228,626) 10,338,924 4,479,452 4,509,452 (30,000) 38,837 270 17,828 - - 20,739 >1-3 years RM'000 4,369,896 4,369,896 - 315,720 286,370 7,336 - - 22,014 >3-5 years RM'000 12,397,539 12,397,539 - 331,853 300,000 6,921 24,932 - - Over 5 years RM'000 Total RM'000 15,909,677 3,112,800 12,245,520 551,357 32,340,867 286,370 300,000 464,622 57,560 47,926 24,932 5,735,422 110,161 25,313,874 (1) Other non-financial assets include tax recoverable, statutory deposits with BNM, investment in subsidiairies, property and equipment and intangible assets. (15,447,508) 1,608,359 27,167,311 Net maturity mismatch 11,655 12,666 - 435,580 12,207 47,926 - 68,186 - 2,792,882 >6-12 months RM'000 (447,511) (1,883,470) - 12,245,520 218,885 (23,126) - 5,667,236 110,161 (15,833,106) 385,598 1,584,038 >3-6 months RM'000 20,894,201 Up to 3 months RM'000 On balance sheet gap Off balance sheet credit commitments Derivatives Liabilities Deposits from customers Deposits and placements of banks and other financial institutions Bills and acceptances payable Recourse obligation on loans sold to Cagamas Berhad Subordinated term loan Other liabilities Derivative financial liabilities Amount due to subsidiaries Deferred tax liabilities The Bank 2010 Liquidity risk for assets and liabilities based on remaining contractual maturities (continued) (iii) Liquidity Risk (continued) 38 FINANCIAL RISK MANAGEMENT (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 NOTES TO THE FINANCIAL STATEMENTS Annual Report 2010 150 151 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (iv) Operational Risk Management Operational risk is the risk of loss due to action on or by people, processes, infrastructure or technology or similar events which have an operational impact, including fraudulent activities. The Bank manages such risk through a control based environment in which policies and procedures are formulated after taking into account individual unit's business activities, the environment and market in which it is operating and any regulatory requirement in force. Risk is identified through the use of assessment tools and measured using threshold/limits mapped against risk matrix. Monitoring and control procedures include the use of key control standards, independent tracking of risk, back-up procedures and contingency plans, including disaster recovery and business continuity plans. This is supported by periodic reviews undertaken by Group Internal Audit to ensure adequacy and effectiveness of the Group Operational Risk Management process. The Bank gathers and reports operational risk loss and 'near miss' events to Group Operational Risk Management Committee and Board Risk Management Committee. Appropriate remedial actions are reviewed and implemented to minimize the recurrence of such events. Group Risk Management commenced an internal operational risk (including anti-money laundering/counter financing of terrorism and business continuity management) Certification Program in November 2009. Since October 2010, this certification programme is being conducted vide an e-learning portal. Operational Risk coordinators will first go through an on-line self learning exercise before attempting on-line assessments to measure their skills and knowledge level. This will enable Group Risk Management to prescribe appropriate training and development activities for the coordinators. It is a requirement that all Operational Risk coordinators and staff engaged in operational risk work are all duly certified. (v) Fair Value of Financial Instruments Financial instruments comprise financial assets, financial liabilities and also off balance sheet financial instruments. The fair value of a financial instrument is the amount at which the instruments could be exchanged or settled between knowledgeable and willing parties in an arm’s length transaction. The information presented herein represents estimates of fair values as at reporting date. Quoted market prices, when available, are used as the measure of fair values. For financial instruments, without quoted market prices, fair values are estimated using net present value or other valuation techniques. These techniques involve a certain degree of uncertainty depending on the assumptions used and judgements made regarding risk characteristics of various financial instruments, discount rates, estimates of future cash flows, future expected loss experience and other factors. Changes in these assumptions could materially affect these estimates and the resulting fair value. Fair value information for non-financial assets and liabilities are excluded as they do not fall within the scope of FRS 132 which requires fair values to be disclosed. This includes property and equipment, statutory deposits with Bank Negara Malaysia, investment in subsidiaries, other assets, tax recoverable, deferred tax and intangible assets. Annual Report 2010 152 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (v) Fair Value of Financial Instruments (continued) The fair values of the financial assets and financial liabilities of the Group and the Bank approximated to their respective carrying value as at the reporting date, except for the following: The Group 2010 Carrying Fair value value RM’000 RM'000 Financial assets Financial investments held-to-maturity Loans, advances and financing Financial liabilities Deposits from customers Recourse obligation on loans sold to Cagamas Berhad 431,159 25,974,847 646,941 26,270,051 431,159 22,419,251 646,941 22,690,852 26,406,006 26,916,992 22,850,410 23,337,793 30,845,248 30,834,587 25,313,874 25,306,320 286,370 303,270 286,370 303,270 31,131,618 31,137,857 25,600,244 25,609,590 The Group 2009 Carrying Fair value value RM’000 RM'000 Financial assets Financial investments held-to-maturity Loans, advances and financing Financial liabilities Deposits from customers Recourse obligation on loans sold to Cagamas Berhad The Bank 2010 Carrying Fair value value RM’000 RM'000 The Bank 2009 Carrying Fair value value RM’000 RM'000 481,474 21,989,304 502,532 22,313,398 480,899 19,108,595 501,957 19,320,106 22,470,778 22,815,930 19,589,494 19,822,063 26,440,319 26,431,631 21,815,054 21,804,882 297,216 313,077 297,216 313,077 26,737,535 26,744,708 22,112,270 22,117,959 153 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (v) Fair Value of Financial Instruments (continued) The fair values of derivative financial instruments at the reporting date are as follows: The Group and the Bank 2010 Underlying notional Asset Liability RM'000 RM'000 RM'000 The Group and the Bank 2009 Underlying notional Asset Liability RM'000 RM'000 RM'000 Foreign exchange contracts - forward contracts - swaps 728,471 1,688,004 2,381 34,031 19,025 21,087 704,000 1,510,845 4,134 17,530 7,040 7,698 Interest rate contracts - swap 1,495,313 9,743 17,448 1,414,998 8,063 26,946 The derivative financial instruments become favourable (assets) or unfavourable (liabilities) as a result of fluctuation in market interest rates or foreign exchange rates relative to their terms. The extent to which instruments are favourable or unfavourable and the aggregate fair values of derivative financial assets and liabilities can fluctuate significantly from time to time. The fair value estimates were determined by application of the methodologies and assumptions described below. Short-term funds and placements with banks and other financial institutions For short-term funds and placements with banks and other financial institutions with maturity of less than six months, the carrying amount is a reasonable estimate of fair value. For amounts with maturities of six months or more, fair values have been estimated by reference to current rates at which similar deposits and placements would be made to banks with similar credit ratings and maturities. Financial assets held-for-trading, financial investments available-for-sale and held-to-maturity The fair values of financial assets held-for-trading, financial investments available-for-sale and financial investments held-tomaturity are reasonable estimates based on quoted market prices. In the absence of such quoted prices, the fair values are based on the expected cash flows of the instruments discounted by indicative market yields for the similar instruments as at reporting date or the audited net tangible asset of the invested company. Loans, advances and financing Loans, advances and financing of the Group comprise of floating rate loans and fixed rate loans. For performing floating rate loans, the carrying amount is a reasonable estimate of their fair values. The fair values of performing fixed rate loans are arrived at using the discounted cash flows based on the prevailing market rates of loans and advances with similar credit ratings and maturities. The fair values of impaired loans and advances, whether fixed or floating are represented by their carrying values, net of individual and collective allowances, being the reasonable estimate of recoverable amount. Other assets and liabilities The carrying value less any estimated allowance for financial assets and liabilities included in other assets and other liabilities are assumed to approximate their fair values as these items are not materially sensitive to the shift in market interest rates. Annual Report 2010 154 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 38 FINANCIAL RISK MANAGEMENT (continued) (v) Fair Value of Financial Instruments (continued) Deposits from customers, banks and other financial institutions, bills and acceptances payable The carrying values of deposits and liabilities with maturities of six months or less are assumed to be reasonable estimates of their fair values. Where the remaining maturities of deposits and liabilities are above six months, their estimated fair values are arrived at using the discounted cash flows based on prevailing market rates currently offered for similar remaining maturities. The estimated fair value of deposits with no stated maturity, which include non-interest bearing deposits, approximates carrying amount which represents the amount repayable on demand. Recourse obligation on loans sold to Cagamas Berhad For floating rate loans sold to Cagamas Berhad, the carrying value is generally a reasonable estimate of their fair values. The fair values of fixed rate loans sold to Cagamas Berhad are arrived at using the discounted cash flow methodology at prevailing market rates of similarly profiled loans. Subordinated term loan For fixed rate borrowings, the estimate of fair value is based on discounted cash flow model using prevailing lending rates for borrowings with similar risks and remaining term to maturity. For floating rate borrowings, the carrying value is generally a reasonable estimate of their fair values. Derivative financial instruments The fair value of exchange rate and interest rate contracts is the estimated amount the Group would receive or pay to terminate the contracts at the reporting date. 39 LEASE COMMITMENTS The Bank has lease comitments in respect of rented premises and hired equipment, all of which are classified as operating leases. A summary of the non-cancellable long-term commitments, net of sub-leases are as follows: The Group and The Bank 2010 2009 RM’000 RM'000 Within one year One year to five years 19,771 79,084 18,776 75,104 155 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 40 CAPITAL AND OPERATING COMMITMENTS Capital commitments Capital expenditure approved by the Directors but not provided for in the financial statements amounted to approximately: The Group and The Bank 2010 2009 RM’000 RM'000 Authorised and contracted for Authorised but not contracted for Analysed as follows: Property and equipment 4,163 - 3,188 - 4,163 3,188 4,163 3,188 Operating commitments Operating expenditure approved by the Directors but not provided for in the financial statements amounted to approximately: The Group and The Bank 2010 2009 RM’000 RM'000 Authorised and contracted for 320,852 375,383 41 CAPITAL MANAGEMENT The Group and the Bank's objectives when managing capital are: • To comply with the capital requirements set by the regulators of the banking markets where the entities within the Group and the Bank operates; • To safeguard the Group and the Bank's ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders; and • To maintain a strong capital base to support the development of its business. The Group and the Bank maintain a ratio of total regulatory capital to its risk-weighted assets above a minimum level agreed with the management which takes into account the risk profile of the Group and the Bank. The table in note 42 summarises the composition of regulatory capital and the ratios of the Group and the Bank for the year ended 31 December 2010. Annual Report 2010 156 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 42 CAPITAL ADEQUACY The capital adequacy ratios are as follows: The Group# Basel II Basel II 2010 2009 RM'000 RM'000 Tier I capital Paid-up share capital Share premium Retained profits Statutory reserve The Bank Basel II Basel II 2010 2009 RM'000 RM'000 1,439,285 408,389 499,179 888,910 1,439,285 408,389 317,517 789,221 1,439,285 408,389 411,831 807,500 1,439,285 408,389 249,121 720,824 3,235,763 2,954,412 3,067,005 2,817,619 (137,323) - (137,323) (60,961) (137,323) - (137,323) (52,105) 3,098,440 2,756,128 2,929,682 2,628,191 Tier II capital Subordinated term loan General allowance for bad and doubtful debts and financing Collective impairment @ 300,000 153,538 300,000 335,067 - 300,000 111,304 300,000 291,000 - Total Tier II capital 453,538 635,067 411,304 591,000 Less: Investment in capital instruments of other banking institutions Investment in subsidiaries (39,858) (27,429) (217,056) (27,429) (39,858) (287,429) (200,898) (287,429) 3,484,691 3,146,710 3,013,699 2,730,864 11.51% 12.94% 11.24% 12.67% 11.42% 13.04% 11.19% 12.81% 12.35% 12.71% 12.05% 12.40% 12.35% 12.83% 12.09% 12.58% Risk-weighted assets for credit risk Risk-weighted assets for market risk Risk-weighted assets for operational risk 24,768,236 96,572 2,062,578 22,071,130 92,319 1,976,470 21,849,466 91,973 1,776,655 19,478,147 84,589 1,721,636 Total risk-weighted assets 26,927,386 24,139,919 23,718,094 21,284,372 Less: Goodwill Deferred tax assets * Total Tier I capital Capital base Core capital ratio Risk-weighted capital ratio Core capital ratio (net of proposed dividends) ^ Risk-weighted capital ratio (net of proposed dividends) ^ * # @ ^ Deferred tax assets exclude deferred tax arising from investment fluctuation reserves. The Group comprises the Bank and the Bank's subsidiary, AFFIN Islamic Bank Berhad. Qualifying collective impairment is restricted to allowances on unimpaired portion of the loans, advances and financing. Net proposed dividends of RM71,964,000 (2009: RM53,973,000). Pursuant to Bank Negara Malaysia’s circular, ‘Recognition of Deferred Tax Asset ('DTA') and Treatment of DTA for RWCR Purposes’ dated 8 August 2003, deferred tax income/(expenses) is excluded from the calculation of Tier I capital and DTA is excluded from the calculation of risk-weighted assets. 157 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 43 LITIGATIONS AGAINST THE BANK (a) As part of a merger of banking businesses, by an Agreement dated 30 August 2000 ('the Acquisition Agreement') between AFFIN Holdings Berhad ('AHB') , AFFIN Bank Berhad ('ABB'), BSN Commercial Bank (Malaysia) Berhad ('BSNC') and Bank Simpanan Nasional Berhad ('BSN'), it was agreed that all banking assets and liabilities of BSNC would be sold to ABB in consideration of a purchase price of RM338,560,000 to be paid partly in cash and partly in shares ('the Purchase Price'). Pursuant to clause 2.1.5 of the Acquisition Agreement, BSNC and BSN undertook to ABB that debts other than those reflected as bad or doubtful debts in the audited financial statements of BSNC will be recoverable in the ordinary course of business. For the debts not recoverable, BSNC undertook to pay ABB within 30 days from the date of receipt of the Bank’s letter of demand, the amounts claimed subject to a limit of 30% of the Purchase Price amounting to RM101,568,000. Subsequent to the merger, an audit was conducted and it was found that there had been significant under-provisioning of bad and doubtful debts by BSNC. AHB, ABB and BSN agreed that the purchase price payable to BSNC would be reduced to compensate for this under-provisioning ('the Settlement Agreement'). In return, it was agreed that ABB would assign the bad and doubtful debts to BSNC under clause 2.1.5 of the Acquisition Agreement, subject to approval being given to both parties by regulatory authorities for the reassignment. However, the accounts to be reassigned to BSNC were not identified then. Dispute arose when ABB subsequently did not agree with BSNC on the assignment of 106 non-performing accounts with gross amount of RM988,000,000 or net amount of RM578,000,000 which have been identified unilaterally by BSNC. In 2005, BSNC issued an Originating Summons against AHB and ABB seeking an order for ABB to reassign the 106 accounts to BSNC. On 30 November 2009, the Court has fixed the matter for further case management where filing of documents, statement of agreed/non-agreed facts and statements of issues will be tried accordingly. On 20 August 2010 where the matter came up for case management before the Judge, both counsels briefed the Judge on the facts of this case. The Judge suggested for both parties to come to a settlement, in the event that there is still room for negotiation. On 8 September 2010, the Plaintiff's solicitors requested for an adjournment at the trial. The Judge vacated the trial dates and set the matter down for case management on 8 October 2010 which was further postponed to 10 December 2010. On 10 December 2010 the matter was fixed for trial on 4, 5 , 6 ,7 and 8 April 2011. (b) There was a legal suit between Malayan Banking Berhad's ('MBB') predecessor-in-title, PhileoAllied Bank (Malaysia) Berhad and AFFIN Bank Berhad's ('ABB') predecessor-in-title, BSN Commercial Bank (Malaysia) Berhad with regards to who has prior charge over the shares of Kuo Shinn Sdn Bhd (the 'Shares'). The suit was initiated by PhileoAllied Bank (Malaysia) Berhad vide an Originating Summons dated 28 January 2000 against BSN Commercial Bank (Malaysia) Berhad for inter alia the return of the Shares or its equivalent value if the Shares had been sold by BSN Commercial Bank (Malaysia) Berhad. Subsequently, the High Court allowed MBB's claim on 25 November 2002 wherein the High Court ordered for the return of the Shares within 7 days from the date of the Order or in the event the Shares had been sold, the sale proceeds of the Shares to be paid to MBB ('25 November 2002 Order'). ABB had filed an appeal to the Court of Appeal against the 25 November 2002 Order which was dismissed on 27 November 2008. Further thereto, ABB had applied for leave to appeal to the Federal Court but the leave application was dismissed with costs by the Federal Court on 8 July 2009. Following the decision of the Federal Court, ABB had delivered the share certificates to MBB in August 2009. However, MBB refused to accept the share certificates, with the view that the shares had been disposed. MBB then proceeded to enforce the 25 November 2002 Order vide an application for a monetary judgement in the Kuala Lumpur High Court. On 31 May 2010, the High Court allowed MBB's application for monetary judgement wherein the High Court ordered ABB to pay the sum of RM30 million together with 8% interest thereon from 2 December 2002 until the date of payment and payment to be made within 14 days of the Order dated 31 May 2010 (the 'Judgement Sum')('31 May 2010 Order'). Pursuant thereto, ABB had applied for a stay of execution of the 31 May 2010 Order pending appeal to the Court of Appeal. The stay of execution was dismissed by the Kuala Lumpur High Court on 18 June 2010 and ABB was ordered to pay the Judgement Sum within 21 days from 18 June 2010. Thereafter, ABB filed an application for stay of execution of the 31 May 2010 Order to the Court of Appeal which was subsequently dismissed on 5 July 2010 with costs in the sum of RM2,000 to be paid to MBB. Annual Report 2010 158 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 43 LITIGATIONS AGAINST THE BANK (continued) The Court of Appeal had fixed the hearing of ABB’s appeal on 25 August 2010 and parties were required to file in their respective written submission on or before 11 August 2010. On 8 October 2010, the appeal was however dismissed. On 8 November 2010, the Bank filed the Notice for Motion together with the Affidavit pertaining to the application for leave to appeal to the Federal Court against decision of the Court of Appeal. The Federal Court however dismissed ABB’s application for leave to appeal on 22 February 2011. (c) Other than above, there are various legal suits against the Bank in respect of claims and counter claims of approximately RM86.3 million (2009: RM68.7 million). Based on legal advice, the Directors are of the opinion that no provision for damages need to be made in the financial statements, as the probability of adverse adjudication against the Bank is remote. 44 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The Group and the Bank makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. To enhance the information content of the estimates, certain variables that are anticipated to have material impact to the Group’s and the Bank’s results and financial position are tested for sensitivity to changes in the underlying parameters. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below. Allowance for losses on loans, advances and financing The accounting estimates and judgments related to the impairment of loans and provision for off-balance sheet positions is a critical accounting estimate for because the underlying assumptions used for both the individually and collectively assessed impairment can change from period to period and may significantly affect the Group and the Bank’s results of operations. In assessing assets for impairment, management judgment is required. The determination of the impairment allowance required for loans which are deemed to be individually significant often requires the use of considerable management judgment concerning such matters as local economic conditions, the financial performance of the counterparty and the value of any collateral held, for which there may not be a readily accessible market. The actual amount of the future cash flows and their timing may differ from the estimates used by management and consequently may cause actual losses to differ from the reported allowances. The impairment allowance for portfolios of smaller-balance homogenous loans, such as those to individuals and small business customers of the private and retail business, and for those loans which are individually significant but for which no objective evidence of impairment exists, is determined on a collective basis. The collective impairment allowance is calculated on a portfolio basis using statistical models which incorporate numerous estimates and judgments, and therefore is subject to estimation uncertainty. The Group and the Bank perform a regular review of the models and underlying data and assumptions as far as possible to reflect the current economic circumstances. The probability of default, loss given defaults, and loss identification period, amongst other things, are all taken into account during this review. Estimated impairment of goodwill The Group performs an impairment review on an annual basis to ensure that the carrying value of the goodwill does not exceed its recoverable amounts from cash generating units to which the goodwill is allocated. The recoverable amount represents the present value of the estimated future cash flows expected to arise from continuing operations. Therefore, in arriving at the recoverable amount, management exercise judgement in estimating the future cash flows, growth rate and discount rate. 159 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 45 CHANGES IN ACCOUNTING POLICIES During the financial year, the Group and the Bank have changed the following accounting policies upon adoption of new accounting standards, amendments and improvements to published standards and interpretations: • • Financial assets – Note G Leasehold land – Note K The following Notes (i) to (ii) disclose the impacts of such changes on the financial statements of the Group and Bank. Impact on adoption of FRS 139 i) Impact on The Group and the Bank's statement of financial position The Group Assets Financial investments available-for-sale Financial investments held-to-maturity Loans, advances and financing Other assets Derivative financial assets Deferred tax assets Liabilities Other liabilities Derivative financial liabilities Equity Reserves - investment fluctuation reserve Reserves - retained profits Balance as at 1 January 2010 As previously As reported FRS 139 Adjusted RM'000 RM'000 RM'000 5,627,371 481,474 21,989,304 461,197 54,789 83,639 (25,279) 27,090 (30,691) 29,727 (21,123) 5,711,010 456,195 22,016,394 430,506 29,727 33,666 28,614,135 63,363 28,677,498 473,429 - (41,684) 41,684 431,745 41,684 473,429 - 473,429 (1,880) 332,003 43,770 19,593 41,890 351,596 330,123 63,363 393,486 Annual Report 2010 160 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 45 CHANGES IN ACCOUNTING POLICIES (continued) Impact on adoption of FRS 139 (continued) i) Impact on The Group and the Bank's statement of financial position (continued) The Bank Assets Financial investments available-for-sale Financial investments held-to-maturity Loans, advances and financing Other assets Derivative financial assets Deferred tax assets Liabilities Other liabilities Derivative financial liabilities Equity Reserves - investment fluctuation reserve Reserves - retained profits Balance as at 1 January 2010 As previously As reported FRS 139 Adjusted RM'000 RM'000 RM'000 4,239,770 480,899 19,108,595 428,498 54,390 83,568 (24,704) 21,502 (33,022) 29,727 (19,269) 4,323,338 456,195 19,130,097 395,476 29,727 35,121 24,312,152 57,802 24,369,954 473,429 - (41,684) 41,684 431,745 41,684 473,429 - 473,429 (6,853) 249,121 44,148 13,654 37,295 262,775 242,268 57,802 300,070 The Group and the Bank did not disclose the effect of the adoption of FRS 139 on the current period because it is impracticable. 161 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 45 CHANGES IN ACCOUNTING POLICIES (continued) Impact on adoption of FRS 117 i) Impact on The Group and the Bank's statements of financial position The Group Other assets Property and equipment Balance as at 31 December 2008 As previously As reported FRS 117 restated RM'000 RM'000 RM'000 531,026 187,758 (17,347) 17,347 513,679 205,105 Balance as at 31 December 2009 As previously As reported FRS 117 restated RM'000 RM'000 RM'000 Other assets Property and equipment The Bank Other assets Property and equipment 431,470 171,578 (16,180) 16,180 415,290 187,758 Balance as at 31 December 2008 As previously As reported FRS 117 restated RM'000 RM'000 RM'000 482,934 182,909 (15,660) 15,660 467,274 198,569 Balance as at 31 December 2009 As previously As reported FRS 117 restated RM'000 RM'000 RM'000 Other assets Property and equipment 398,771 163,198 (14,500) 14,500 384,271 177,698 Annual Report 2010 162 NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 45 CHANGES IN ACCOUNTING POLICIES (continued) Impact on adoption of FRS 117 (continued) ii) Impact on The Group and the Bank's income statement/statement of comprehensive income The Group Establishment cost Depreciation Lease rental - leasehold properties For the financial year ended at 31 December 2008 As previously As reported FRS 117 restated RM'000 RM'000 RM'000 22,514 465 465 (465) 22,979 - For the financial year ended at 31 December 2009 As previously As reported FRS 117 restated RM'000 RM'000 RM'000 Establishment cost Depreciation Lease rental - leasehold properties The Bank Establishment cost Depreciation Lease rental - leasehold properties 21,862 241 241 (241) 22,103 - For the financial year ended at 31 December 2008 As previously As reported FRS 117 restated RM'000 RM'000 RM'000 21,829 457 457 (457) 22,286 - For the financial year ended at 31 December 2009 As previously As reported FRS 117 restated RM'000 RM'000 RM'000 Establishment cost Depreciation Lease rental - leasehold properties 21,092 234 234 (234) 21,326 - 163 AFFIN BANK BERHAD (25046-T) NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 46 CREDIT EXPOSURES ARISING FROM TRANSACTIONS WITH CONNECTED PARTIES The following credit exposures are based on Bank Negara Malaysia's revised Guidelines on Credit Transaction and Exposures with Connected Parties, which are effective 1 January 2008. (i) (ii) The aggregate value of outstanding credit exposures with connected parties (RM'000) The percentage of outstanding credit exposures to connected parties as a proportion of total credit exposures (iii) The percentage of outstanding credit exposures with connected parties which is impaired or in default 2,677,539 7% Nil 47 APPROVAL OF FINANCIAL STATEMENTS The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on 28 February 2011. Annual Report 2010 164 STATEMENT BY DIRECTORS PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965 We, JEN TAN SRI DATO' SERI ISMAIL BIN HAJI OMAR (BERSARA) and DATO' ZULKIFLEE ABBAS BIN ABDUL HAMID, two of the Directors of AFFIN BANK BERHAD, state that, in the opinion of the Directors, the accompanying financial statements set out on pages 59 to 163 are drawn up so as to give a true and fair view of the state of affairs of the Group and the Bank as at 31 December 2010 and of the results and cash flows of the Group and the Bank for the financial year ended on the date in accordance with the provisions of the Companies Act, 1965, MASB Approved Accounting Standards for Entities Other Than Private Entities and Bank Negara Malaysia Guidelines. In accordance with a resolution of the Board of Directors dated 28 February 2011. JEN TAN SRI DATO' SERI ISMAIL BIN HAJI OMAR (BERSARA) Chairman DATO' ZULKIFLEE ABBAS BIN ABDUL HAMID Managing Director/Chief Executive Officer STATUTORY DECLARATION PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965 I, EE KOK SIN, the officer of AFFIN BANK BERHAD primarily responsible for the financial management of the Group and the Bank, do solemnly and sincerely declare that, in my opinion, the accompanying financial statements set out on pages 59 to 163, are correct and I make this solemn declaration conscientiously believing the same to be true, by virtue of the provisions of the Statutory Declarations Act, 1960. EE KOK SIN Subscribed and solemnly declared by the abovenamed EE KOK SIN at Kuala Lumpur in Malaysia on 28 February 2011, before me. Commissioner for Oaths 165 AFFIN BANK BERHAD (25046-T) INDEPENDENT AUDITORS’ REPORT TO THE MEMBER OF AFFIN BANK BERHAD (Incorporated in Malaysia) REPORT ON THE FINANCIAL STATEMENTS We have audited the financial statements of AFFIN Bank Berhad, which comprise the statement of financial position as at 31 December 2010 of the Group and the Bank, and the statements of income, comprehensive income, change in equity and cash flows of the Group and the Bank for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 59 to 163. Directors’ Responsibility for the Financial Statements The directors of the Bank are responsible for the preparation and fair presentation of these financial statements in accordance with MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities, Bank Negara Malaysia Guidelines and the Companies Act, 1965. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Bank’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 Bank’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements have been properly drawn up in accordance with MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities, Bank Negara Malaysia Guidelines and the Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and the Bank as of 31 December 2010 and of their financial performance and cash flows for the year then ended. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Bank and its subsidiaries have been properly kept in accordance with the provisions of the Act. b) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Bank’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. c) Our audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act. OTHER MATTERS This report is made solely to the member of the Bank, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. PRICEWATERHOUSECOOPERS (No. AF : 1146) Chartered Accountants Kuala Lumpur, Malaysia 28 February 2011 MOHAMMAD FAIZ BIN MOHAMMAD AZMI (No. 2025/03/12 (J)) Chartered Accountant Annual Report 2010 166 BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 Table of Contents Page 1. Introduction 1.1 Background 1.2 Scope of Application 167 167 Risk Governance Structure 2.1 Overview 2.2 Board Committees 2.3 Management Committees 2.4 Group Risk Management Function 2.5 Internal Audit and Internal Control Activities 167 168 169 170 170 Capital 3.1 Capital Structure 3.2 Capital Adequacy 170 171 4. Risk Management Objectives and Policies 171 5. Credit Risk 5.1 Credit Risk Management Objectives and Policies 5.2 Application of Standardised Approach for Credit Risk 5.3 Credit Risk Measurement 5.4 Risk Limit Control and Mitigation Policies 5.5 Credit Risk Monitoring 5.6 Impairment Provisioning 5.7 Credit Risk Culture 172 172 172 173 174 174 177 Market Risk 6.1 Market Risk Management Objectives and Policies 6.2 Application of Standardised Approach for Market Risk 6.3 Market Risk Measurement, Control and Monitoring 6.4 Value-at-Risk ('VaR') 6.5 Foreign Exchange Risk 6.6 Market Risk Culture 178 178 178 178 178 178 Liquidity Risk 7.1 Liquidity Risk Management Objectives and Policies 7.2 Liquidity Risk Measurement, Control and Monitoring 179 179 Operational Risk 8.1 Operational Risk Management Objectives and Policies 8.2 Application of Basic Indicator approach for Operational Risk 8.3 Operational Risk Measurement, Control and Monitoring 8.4 Operational Risk Culture 179 179 179 179 Shariah Compliance 180 Appendices 181 2. 3. 6. 7. 8. 9. 167 AFFIN BANK BERHAD (25046-T) BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 1.0 Introduction 1.1 Background AFFIN Bank Berhad ('ABB') adopted Basel II in January 2008 in line with the directive from Bank Negara Malaysia ('BNM'). The Basel II framework is structured around three fundamental Pillars. - Pillar 1 defines the minimum capital requirement to ensure that financial institutions hold sufficient capital to cover their exposure to credit, market and operational risks. - Pillar 2 requires financial institutions to have a process for assessing their overall capital adequacy in relation to their risk profile and a strategy for maintaining their capital levels. - Pillar 3 requires financial institutions to establish and implement an appropriate disclosure policy that promotes transparency regarding their risk management practices and capital adequacy positions. ABB elected to adopt the following approaches under Pillar 1 requirements: - Standardised Approach for Credit Risk Basic Indicator Approach for Operational Risk Standardised Approach for Market Risk 1.2 Scope of Application This document contains the disclosure requirements under Pillar 3 for ABB for the year ended 31 December 2010. The disclosures are made in line with the Pillar 3 disclosure requirements under the Basel II framework as laid out by BNM. The disclosures should be read in conjunction with ABB’s 2010 Annual Report for the year ended 31 December 2010. The Group’s capital requirements are generally based on the principles of consolidation adopted in the preparation of its financial statements. The Group’s consolidated entities comprises the Bank and the Bank’s subsidiary, AFFIN Islamic Bank Berhad. 2.0 Risk Governance Structure 2.1 Overview The Board of Directors of ABB is ultimately responsible for the overall performance of ABB. The Board’s responsibilities remain within the framework of BNM Guidelines. The Board also exercises great care to ensure that high ethical standards are upheld, and that the interests of stakeholders are not compromised. These include responsibility for determining ABB’s general policies and strategies for the short, medium and long term, approving business plans, including targets and budgets, and approving major strategic decisions. The Board has overall responsibility for maintaining the proper management and protection of ABB’s interests by ensuring effective implementation of the risk management policy and process, as well as adherence to a sound system of internal control, and by seeking regular assurance on their effectiveness. The Board also recognises that risks cannot be eliminated completely. As such, the inherent system of internal control is designed to provide a reasonable though not absolute assurance against the risk of material errors, fraud or losses occurring. The system of internal controls encompasses controls relating to financial, operational, risk management and compliance with applicable laws, regulations, policies and guidelines. The terms of reference of the Board Committees as disclosed in the Annual Report provide an outline of its role and functions. In carrying out its functions, the Board has delegated specific responsibilities to other Board Committees, which operated under approved terms of reference, to assist the Board in discharging their duties. The Chairmen of the various Committees report on the outcome of their Committee meetings to the Board and any further deliberation is made at Board level, if required. These reports and deliberations are incorporated into the Minutes of the Board meetings. The Board meets on a monthly basis. The Board of ABB has a balance composition with a strong independent element. It consists of representatives from the private sector with suitable qualifications fulfilling the fit and proper criteria as required by BNM/GP1, a mixture of different skills, competencies, experience and personalities. Annual Report 2010 168 BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 2.0 Risk Governance Structure (continued) 2.2 Board Committees Board Remuneration Committee ('BRC') The BRC is responsible for providing a formal and transparent procedure for developing the remuneration policy for Directors, Managing Director/Chief Executive Officer and key senior management officers and ensuring that compensation is competitive and consistent with ABB’s culture, objectives and strategy. The Committee obtains advice from experts in compensation and benefits, both internally and externally. Board Nominating Committee ('BNC') The BNC is responsible for providing a formal and transparent procedure for the appointment of Directors and Managing Director/Chief Executive Officer, assessing the effectiveness of individual Directors, the Board as a whole and the performance of the Managing Director/Chief Executive Officer and key senior management personnel. Board Risk Management Committee ('BRMC') The BRMC is responsible for overseeing management’s activities in managing credit, market, liquidity, operational, legal and other risks and to ensure that the risk management process is in place and functioning. It has responsibility for reviewing and approving all risk management policies and risk management methodologies. BRMC also reviews guidelines and portfolio management reports including risk exposure information. The Committee also ensures that the procedures and framework in relation to identifying, measuring, monitoring and controlling risk are operating effectively. Board Loan Review and Recovery Committee ('BLRRC') The BLRRC is responsible in providing critical review of loans and other credit facilities with higher risk implications, after due process of checking, analysis, review and recommendation by the Credit Risk Management function, and if found necessary, exercise the power to veto loan applications that have been approved by the Group Management Loan Committee. BLRRC also reviews the impaired loans reports presented by the Management. Audit and Examination Committee ('AEC') The AEC is responsible for providing oversight on reviewing the adequacy and integrity of the internal control systems and oversees the work of the internal and external auditors. Reliance is placed on the results of independent audits performed primarily by internal auditors, the outcome of statutory audits on financial statements conducted by external auditors and on representations by Management based on their control selfassessment of all areas of their responsibility. Minutes of Audit & Examination Committee meetings, which provide a summary of the proceedings, are circulated to Board members for notation and discussion. ABB has an established Group Internal Audit Division (GIA) which reports functionally to the Audit Committee and administratively to the Managing Director/Chief Executive Officer. Shariah Committee ABB's business activities are subject to Shariah compliance and conformation by the Shariah Committee. The Shariah Committee is formed as legislated under Section 3(5)(b) of the Islamic Banking Act, 1983 and as per Guidelines on the Governance of Shariah Committee for the Islamic Financial Institutions ('BNM/GPS-i'). The duties and responsibility of the Shariah Committee are as follows: (i) To advise the Board on Shariah matters in order to ensure that the business operations of ABB comply with the Shariah principles at all times; (ii) To endorse and validate relevant documentations of ABB's products to ensure that the product comply with Shariah principles; and (iii) To advice ABB on matters to be referred to the Shariah Advisory Council. 169 AFFIN BANK BERHAD (25046-T) BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 2.0 Risk Governance Structure (continued) 2.3 Management Committees Management Committee ('MCM') MCM comprising the senior management team chaired by the MD/CEO, assists the Board in managing the day-to-day operations and ensure its effectiveness. MCM formulates tactical plans and business strategies, monitors ABB’s overall performance, and ensures that the activities are in accordance with corporate objectives, strategies, policies and annual business plan and budget. Group Management Loan Committee ('GMLC') GMLC is established within senior management chaired by the MD/CEO to approve complex and larger loans and workout/recovery proposals beyond the delegated authority of the concerned individual senior management personnel of ABB. Asset and Liability Management Committee ('ALCO') ALCO is established within senior management to manage market and liquidity risks. Its responsibilities include:(i) Manage the asset liability of ABB through coordination of the overall planning process including strategic planning, budgeting and asset liability management process; (ii) Direct ABB's overall acquisition and allocation of funds; (iii) Prudently manage ABB's interest rate exposure; (iv) Determine the overall Balance Sheet strategy and ensuring policy compliance; (v) Prudently manage ABB's interest rate exposure; (vi) Determined the type and scope of derivative activities, approve individual derivative transactions as well as control over the level of exposure in derivatives; and (vii) Review of market risks in ABB's trading portfolios. Group Operational Risk Management Committee ('GORMC') GORMC is established within senior management to manage operational risks. Its responsibilities include: (i) To evaluate operational risks issues on escalating importance/strategic risk exposure; (ii) To review and recommend on broad operational risks management policies best practices for adoption by ABB's operating units; (iii) To review the effectiveness of broad internal controls and making recommendation on changes if necessary; (iv) To review/approve recommendation on operational risk management groups section up to address specific issue; (v) To take the lead in inculcating an operational risks awareness culture; (vi) To approve operational risk management methodologies/measurements tools; and (vii) To review and approve the strategic operational risk management initiatives/plans and to endorse for BRMC's approval if necessary. Early Alert Committee ('EAC') EAC is established within senior management chaired by the MD/CEO to monitor credit quality through monthly review of the Early Alert, Watchlist and Exit Accounts and review the actions taken to address the emerging risks and issues in these accounts. Annual Report 2010 170 BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 2.0 Risk Governance Structure (continued) 2.4 Group Risk Management Function An integrated risk management framework is in place. The Group Risk Management ('GRM') function, headed by Group Chief Risk Officer ('GCRO') and operating in an independent capacity, is part of ABB's senior management structure which works closely as a team in managing risks to enhance stakeholders' value. GRM reports to BRMC. Committees namely BLRRC, GMLC, ALCO and GORMC assist BRMC in managing credit, liquidity and operational risk. The responsibilities of these Committees include risk identification, risk assessment and measurement, risk control and mitigation; and risk monitoring. 2.5 Internal Audit and Internal Control Activities In accordance with BNM's GP10 guidelines, GIA conducts continuous reviews on auditable areas within ABB. The continuous reviews by GIA are focused on areas of significant risks and effectiveness of internal control in accordance to the audit plan approved by the AEC. Based on GIA's review, identification and assessment of risk, testing and evaluation of controls, GIA will provide an opinion on the effectiveness of internal controls maintained by each entity. The risks highlighted on the respective auditable areas as well as recommendation made by the GIA are addressed at AEC and Management meetings on bi-monthly basis. The AEC also conduct annual reviews on the adequacy of internal audit function, scope of work, resources and budget of GIA. 3.0 Capital 3.1 Capital Structure The following table sets forth details on the capital resources and capital adequacy ratios for the Group as at 31 December 2010. The Group’s Core capital ratio ('CCR') and Risk-weighted capital ratio ('RWCR') as at 31 December 2010 were above the BNM minimum requirements of 4.0% and 8.0% respectively. Tier I capital Paid-up share capital Share premium Retained profits Statutory reserve Less: Goodwill Deferred tax assets Total Tier I capital The Group 2010 RM’000 The Bank 2010 RM'000 1,439,285 408,389 499,179 888,910 1,439,285 408,389 411,831 807,500 3,235,763 3,067,005 (137,323) - (137,323) - 3,098,440 2,929,682 171 AFFIN BANK BERHAD (25046-T) BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 3.0 Capital (continued) 3.1 Capital Structure (continued) The Group 2010 RM’000 The Bank 2010 RM'000 300,000 153,538 300,000 111,304 453,538 411,304 (39,858) (27,429) (39,858) (287,429) 3,484,691 3,013,699 11.51% 12.94% 11.24% 12.67% 12.35% 12.71% 12.05% 12.40% Risk-weighted assets for: Credit risk Market risk Operational risk 24,768,236 96,572 2,062,578 21,849,466 91,973 1,776,655 Total risk-weighted assets 26,927,386 23,718,094 Tier II capital Subordinated term loan Collective impairment Total Tier II capital Less: Investment in capital instruments of other banking institutions Investment in subsidiaries Capital base Core capital ratio Risk-weighted capital ratio Core capital ratio (net of proposed dividends) Risk-weighted capital ratio (net of proposed dividends) 3.2 Capital Adequacy The Group's has in place an internal limit for its CCR and RWCR, which is guided by the need to maintain a prudent relationship between available capital and the risks of its underlying businesses. The capital management process is monitored by managements through periodic reviews. Refer to Appendix I. 4.0 Risk Management Objectives and Policies ABB is principally engaged in all aspects of banking and related financial services. The principal activities of ABB's subsidiaries are Islamic banking business, property management services, nominee and trustee services. There have been no significant changes in these principal activities during the financial year. ABB’s business activities involve the analysis, measurement, acceptance, and management of risks but it operates within well defined risk acceptance criteria covering customer segments, industries and products. ABB does not enter into risk it cannot administer, book, monitor or value, or deal with persons of questionable integrity. ABB’s risk management policies are established to identify all the key risks, assess and measure these risks, control and mitigate these risks, and manage and monitor the risk positions. ABB regularly reviews its risk management policies and systems to reflect changes in markets, products and best practice in risk management processes. ABB’s aim is to achieve an appropriate balance between risk and return and minimise any potential adverse effects. The key business risks to which ABB is exposed are credit risk, liquidity risk, market risk and operational risk. Annual Report 2010 172 BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 5.0 Credit Risk 5.1 Credit Risk Management Objectives and Policies Credit risk is the potential financial loss resulting from the failure of the customer or counterparty to settle the financial and contractual obligations to ABB. Credit risk emanates mainly from loans and advances, loan commitments arising from such lending activities, as well as through financial transactions with counterparties including interbank money market activities, derivative instruments used for hedging and debt securities. The management of credit in ABB is governed by a set of credit policies approved by the Board of Directors. Approval authorities are delegated to Senior Management and GMLC to implement the credit policies and ensure sound credit granting standards. An independent GRM function with a direct reporting line to BRMC is in place to ensure adherence to risk standards and discipline. Lending guidelines and credit strategies are formulated and incorporated in the Annual Credit Plan. New businesses are governed by the risk acceptance criteria and customer qualifying criteria/fitness standards prescribed in the Credit Plan. The Credit Plan is reviewed as least annually and approved by the BRMC. 5.2 Application of Standardised Approach for Credit Risk ABB uses the following ECAIs to determine the risk weights for the rated credit exposures:• • • • • RAM Rating Services Berhad Malaysian Rating Corporation Berhad Standard & Poor’s Rating Services Moody’s Investors Service Fitch Ratings The external ratings of the ECAIs are used to determine the risk weights of the following types of exposure: sovereigns, banks, public sector entities and corporates. The mapping of the rating categories of different ECAIs to the risk weights is in accordance with the guidelines provided by BNM. In cases where there is no issuer or issue rating, the exposures are treated as unrated and accorded a risk weight appropriate for unrated exposure in the respective category. The external ratings are updated in the core banking system, and extracted and matched by the risk system according to the above rules to determine the appropriate risk weights. Refer to Appendix II and Appendices III (i) to III (ii). 5.3 Credit Risk Measurement Loans, advances and financing Credit evaluation is the process of analysing the creditworthiness of the prospective customer against ABB’s underwriting criteria and the ability of ABB to make a return commensurate to the level of risk undertaken. A critical element in the evaluation process is the assignment of a credit risk grade to the counterparty. This assists in the risk assessment and decision making process. ABB has developed internal rating models to support the assessment and quantification of credit risk. For consumer mass market products, statistically developed application scorecards are used by the Business to assess the risks associated with the credit application. The scorecards are used as a decision support tool at loan origination. Over-the-Counter ('OTC') Derivatives The OTC Derivatives credit exposure is computed using the Current Exposure Method. Under the Current Exposure method, computation of credit equivalent exposure for interest rate and exchange rate related contracts is derived from the summation of the two elements; the replacement costs (obtained by marking-to-market) of all contracts and the potential future exposure of outstanding contracts (Add On charges depending on the specific remaining tenor to maturity). 173 AFFIN BANK BERHAD (25046-T) BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 5.0 Credit Risk (continued) 5.4 Risk Limit Control and Mitigation Policies ABB employs various policies and practices to control and mitigate credit risk. Lending limits ABB establishes internal limits and related lending guidelines to manage large exposures and avoid undue concentration of credit risk in its credit portfolio. The limits include single customer groupings, connected parties, and geographical and industry segments. These risks are monitored regularly and the limits reviewed annually or sooner depending on changing market and economic conditions. The credit risk exposure for derivative and loan books is managed as part of the overall lending limits with customers together with potential exposure from market movements. Collateral Credits are established against borrower’s capacity to repay rather than rely solely on security. However, collateral may be taken to mitigate credit risk. The main collateral types accepted and given value by ABB are: • • • • For personal housing loans, mortgages over residential properties; For commercial property loans, charges over the properties being financed; For hire purchase, charges over the vehicles or plant and machineries financed; For other loans, charges over business assets such as premises, inventories, trade receivables or deposits. In order to be recognised as security, all items pledged must have value and ABB must have physical control and/or legal title thereto, together with the necessary documentation to enable ABB to realise the asset without the co-operation of the asset owner. Other items, such as personal or corporate guarantees, may be taken for comfort but will not be treated as security for approval purposes. Valuations are updated on a regular basis. Prior to acceptance of any item as security, verification must be done to ensure that the security exists and an accurate and up-to-date valuation can be placed upon it. A pre-facility disbursement site visit must be undertaken in respect of landed security of significant value. Where third parties are used to undertake a valuation they must be taken from a list of approved valuers. All assets which provide security to ABB must be adequately insured with an insurer from the list of approved insurers. The security documentation process is centralised in an independent Security Documentation Section at Head Office. ABB adopts standardised Letter of Offer and Legal Documents. Variations/amendments require the approval from the relevant approving authority in the Bank. Master Netting Arrangements The Bank presently does not have any master netting arrangement with its business counterparties. Financial covenants (for credit related commitments and loan books) The primary purpose of these instruments is to ensure that funds are available to a customer when required. Guarantees and standby letters of credit carry the same credit risk as loans. Documentary and commercial letters of credit are collaterised by the underlying shipments of goods to which they relate and therefore carry less risk than a direct loan. Commitment to extend credit represents unutilised portion of approved credit in the form of loans, guarantees or letters of credit. In terms of credit risk, ABB is potentially exposed to loss in an amount equal to the total unutilised commitments. However, the potential amount of loss is less than the total unutilised commitments, as most commitments to extend credit are contingent upon customers maintaining specific minimum credit standards. ABB monitors the term to maturity of credit commitments because longer-term commitments generally have a greater degree of credit risk than short-term commitments. Refer to Appendix IV (a) to (b) Annual Report 2010 174 BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 5.0 Credit Risk (continued) 5.5 Credit Risk Monitoring Retail credits are actively monitored and managed on a portfolio basis by product type. A new collection management system has been implemented with a dedicated team in place to promptly identify, monitor and manage delinquent accounts at early stages of delinquency. Corporate credits and large individual accounts are reviewed by the Business Units at least once a year against updated information. This is to ensure that the credit grades remain appropriate and detect any signs of weaknesses or deterioration in the credit quality. Remedial action is taken where evidence of deterioration exists. Early Alert Process is in place as part of a means to pro-actively identify, report and manage deteriorating credit quality. Watchlist accounts are closely reviewed and monitored with corrective measures initiated to prevent them from turning impaired. As a rule, Watchlist accounts are either worked up or worked out within a period of twelve months. Portfolio management risk reports are submitted regularly to EAC and BRMC. 5.6 Impairment Provisioning Individual impairment provisioning Significant loans, with or without past due status, are subject to individual assessment for impairment when an evidence of impairment surfaces or at the very least once annually during the annual review process. If impaired, the amount of loss is measured as the difference between the asset‘s carrying value and the present value of estimated future cash flows discounted at the financial assets original effective interest rate. The level of impairment allowance on significant loans is reviewed regularly, at least quarterly or more often when circumstances require. Significant loans that are deemed not impaired after individual assessment are included in a group of loans with similar characteristics and collectively assessed for impairment. Collective impairment provisioning All loans are grouped in respective business segments according to similar credit risk characteristics and is generally based on industry, asset or collateral type, credit grade and past due status grouped based on business segments. Portfolio provisioning is determined for each segment based on its respective loss probabilities and other information relevant to estimation of the future cash flows of each segment. Collective provisioning is applicable to all loans not covered under individual assessment as well as significant loans that are deemed not impaired after individual assessment. Total loans, advances and financing - credit quality All loans, advances and financing are categorised into “neither past due nor impaired”, “past due but not impaired” and “impaired”. Past due loans refer to loans that are overdue by one day or more. Impaired loans are loans with months-inarrears more than 90 days or with impaired allowances. 175 AFFIN BANK BERHAD (25046-T) BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 5.0 Credit Risk (continued) 5.6 Impairment Provisioning (continued) Analysed by economic sector Past due loans Primary agriculture Mining and quarrying Manufacturing Electricity, gas and water supply Construction Real estate Wholesale & retail trade and restaurants & hotels Transport, storage and communication Finance, insurance and business services Education, health and others Household Others The Group 2010 RM’000 The Bank 2010 RM'000 25,065 1,034 55,979 1,701 195,354 183,208 69,846 58,578 271,344 130,868 2,220,092 142 25,000 1,034 53,530 1,580 132,596 181,164 63,909 57,658 222,654 130,467 1,872,993 142 3,213,211 2,742,727 5,778 47,302 1,184 92,408 1,900 15,122 3,368 8,786 5,778 40,105 1,184 65,022 1,900 14,600 3,368 7,752 175,848 139,709 6,039 1,046 45,226 1,191 98,539 2,075 15,588 6,599 3,789 17,931 6,039 1,046 43,262 1,191 75,814 2,075 15,066 6,599 3,789 17,835 198,023 172,716 Individual impairment Primary agriculture Mining and quarrying Manufacturing Electricity, gas and water supply Construction Real estate Wholesale & retail trade and restaurants & hotels Finance, insurance and business services Education, health and others Individual impairment charged Primary agriculture Mining and quarrying Manufacturing Electricity, gas and water supply Construction Real estate Wholesale & retail trade and restaurants & hotels Transport, storage and communication Finance, insurance and business services Education, health and others Annual Report 2010 176 BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 5.0 Credit Risk (continued) 5.6 Impairment Provisioning (continued) Analysed by economic sector (continued) Individual impairment written-off Mining and quarrying Manufacturing Construction Real estate Wholesale & retail trade and restaurants & hotels Transport, storage and communication Finance, insurance and business services Education, health and others The Group 2010 RM’000 The Bank 2010 RM'000 1,046 2,677 71,454 7,157 5,271 6,549 63,076 13,675 1,046 1,502 71,454 7,157 5,271 6,549 63,076 13,675 170,905 169,730 2,877 1,350 28,455 716 18,408 8,258 12,352 5,406 15,591 6,658 268,318 27,312 2,642 1,337 27,135 678 16,102 8,035 11,932 5,380 13,891 5,517 249,333 1,238 395,701 343,220 The Group 2010 RM’000 The Bank 2010 RM'000 1,613 150,752 126,917 145,745 909,378 654,069 123,082 134,772 320,955 98,030 65,665 56,413 148,198 277,149 269 204 1,271 89,000 118,361 108,697 795,447 578,597 111,816 131,112 299,750 71,358 14,879 7,026 144,516 270,436 257 204 3,213,211 2,742,727 Collective impairment Primary agriculture Mining and quarrying Manufacturing Electricity, gas and water supply Construction Real estate Wholesale & retail trade and restaurants & hotels Transport, storage and communication Finance, insurance and business services Education, health and others Household Others Analysed by geographical area Past due loans Perlis Kedah Pulau Pinang Perak Selangor Wilayah Persekutuan Negeri Sembilan Melaka Johor Pahang Terengganu Kelantan Sarawak Sabah Labuan Abroad 177 AFFIN BANK BERHAD (25046-T) BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 5.0 Credit Risk (continued) 5.6 Impairment Provisioning (continued) Analysed by geographical area (continued) Individual impairment Kedah Pulau Pinang Perak Selangor Wilayah Persekutuan Negeri Sembilan Melaka Johor Pahang Terengganu Kelantan Abroad The Group 2010 RM’000 The Bank 2010 RM'000 6,394 646 2,084 68,011 55,911 2,127 777 2,778 5,968 2,613 1,154 27,386 6,394 640 2,084 60,293 54,881 2,127 777 2,778 5,968 2,613 1,154 - 175,849 139,709 312 11,156 12,111 13,267 128,479 154,491 8,937 9,198 26,892 6,658 4,105 3,129 6,079 9,895 992 303 9,581 11,227 12,138 91,650 150,545 8,103 8,889 25,460 5,266 2,767 734 5,930 9,635 992 395,701 343,220 Collective impairment Perlis Kedah Pulau Pinang Perak Selangor Wilayah Persekutuan Negeri Sembilan Melaka Johor Pahang Terengganu Kelantan Sarawak Sabah Labuan 5.7 Credit Risk Culture ABB recognises that learning is a continuous journey and is committed to enhance the knowledge and required skills set of its staff. It places strong emphasis in creating and enhancing risk awareness in the organisation. For effective and efficient staff learning, ABB has implemented an E–Learning Program with an online Learning Management System ('LMS'). The LMS provides staff with a progressive self-learning alternative at own pace. GRM commenced an Internal Credit Certification ('ICC') Programme for both Business Banking and Consumer Credit in July 2009 and August 2009 respectively. The aim of the ICCs is to assist the core credit related group of personnel in ABB achieve a minimum level of knowledge and analytical skills required to make sound corporate and commercial loans to customers. It is envisaged that the core credit related group of personnel would all be certified within 2 to 3 years. Annual Report 2010 178 BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 6.0 Market Risk 6.1 Market Risk Management Objectives and Policies Market risk is defined as the risk of losses to ABB’s portfolio positions arising from movements in market prices. ABB’s market risk management objective is to ensure that market risk is appropriately identified, measured, controlled, managed and reported. ABB’s exposure to market risk stems primarily from interest rate risk and foreign exchange rate risk. Interest rate risk arises mainly from differences in timing between the maturities or repricing of assets, liabilities and derivatives. ABB is also exposed to basis risk when there is a mismatch between the change in price of a hedge and the change in price of the assets it hedges. Foreign exchange rate risk arises from unhedged positions of customers' requirements and proprietary positions. 6.2 Application of Standardised Approach for Market Risk ABB adopts the Standardised Approach for the purpose of calculating the capital requirement for market risk. Refer to Appendix I. 6.3 Market Risk Measurement, Control and Monitoring Market risk is primarily controlled through the imposition of Cut-loss, Value-at-Risk ('VaR') and Net Open Position Limits which are approved by both ALCO and BRMC in accordance with ABB’s risk appetite. These limits are set and reviewed regularly according to a number of factors, including liquidity and ABB’s business strategy. In addition, ABB conducts periodic stress test of its respective portfolios to ascertain the market risk under abnormal market conditions. For the asset liability mismatch position in the statement of financial position, the risk is measured using Net Interest Income simulations based on projected interest rate scenarios managed through limits set over time buckets together with an Overall Risk Tolerance Limit. The Bank's Management, ALCO and BRMC are regularly kept informed of its risk profile and positions. 6.4 Value-at-Risk ('VaR') Value-at-Risk ('VaR') is used to compute the maximum potential loss amount over a specified holding period of a Trading portfolio. It measures the risk of losses arising from potential adverse movements in interest rates and foreign exchange rates that could affect values of financial instruments. The Variance-Covariance Parametric methodology is adopted to compute the potential loss amount. This is a statistically defined, probability-based approach that uses volatilities and correlations to quantify price risks. Under this methodology, a matrix of historical volatilities and correlations is computed from the past 100 business days’ market data. VaR is then computed by applying these volatilities and correlations to the outstanding Trading portfolio valued at current price levels. Other risk measures include the following: (i) Mark-to-Market valuation tracks the current market value of the outstanding financial instruments. (ii) Stress tests are conducted to attempt to quantify market risk arising from low probability, abnormal market movements. The stress test measure the change in value arising from range of extreme movements in the interest rates and foreign exchange rates based on past experience and simulated stress scenarios. (iii) Sensitivity/Dollar Duration is an additional measure of interest rate risk that is computed on a daily basis. It measures the change in value of a portfolio resulting from a 0.01% increase in interest rates. This measure identifies ABB interest rate exposures that are most vulnerable to interest rate changes and it facilitates the implementation of hedging strategies. 6.5 Foreign Exchange Risk ABB takes on exposure to the effects of fluctuations in the prevailing foreign currency exchange rates on its financial position and cash flows. The Board sets limits on the level of exposure by currency and in aggregate for both overnight and intra-day positions, which are monitored daily. 6.6 Market Risk Culture In October 2010, ABB introduced ICC-Market Risk with the Diagnostic Assessment conducted through the LMS. 179 AFFIN BANK BERHAD (25046-T) BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 7.0 Liquidity Risk 7.1 Liquidity Risk Management Objectives and Policies Liquidity risk is the risk of loss due to failure to access funds at reasonable cost to fund ABB's operations and meet its liabilities when they fall due. Liquidity risk arises from ABB's funding activities and the management of its assets. 7.2 Liquidity Risk Measurement, Control and Monitoring To measure and manage net funding requirements, ABB adopts BNM's New Liquidity Framework ('NLF'). The NLF ascertains the liquidity condition based on the contractual and behavioral cash-flow of assets, liabilities and off-balance sheet commitments, taking into consideration the realisable cash value of the eligible liquefiable assets. ABB employs liquidity risk indicators as an early alert of any structural change for liquidity risk management. The risk is measured monthly using internal and external qualitative and quantitative liquidity risk indicators. ABB also conducts liquidity stress tests to gauge ABB’s resilience in the event of a funding crisis. In addition, ABB has in place the Contingency Funding Plan to deal with liquidity crisis and emergencies. BRMC is responsible for ABB's liquidity policy although the strategic management of liquidity has been delegated to ALCO. BRMC is however, informed regularly of the liquidity situation. 8.0 Operational Risk 8.1 Operational Risk Management Objectives and Policies Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Such risks may result in omissions, errors and breakdowns that can potentially lead to financial loss or other indirect losses to ABB. ABB manages operational risk through a control based environment in which policies and procedures are formulated after taking into account individual unit's business activities, the environment and market in which it is operating and any regulatory requirement in force. 8.2 Application of Basic Indicator Approach for Operational Risk ABB adopts the Basic Indicator Approach for the purpose of calculating the capital requirement for operational risk. The capital requirement is calculated by taking 15% of ABB’s average annual gross income over the previous three years. 8.3 Operational Risk Measurement, Control and Monitoring Risk is identified through the use of assessment tools and measured using threshold/limits mapped against risk matrix. Monitoring and control procedures include the use of key control standards, independent tracking of risk, back-up procedures and contingency plans, including disaster recovery and business continuity plans. This is supported by periodic reviews undertaken by GIA to ensure adequacy and effectiveness of the Group Operational Risk Management process. ABB gathers and reports operational risk loss and 'near miss' events to GORMC and BRMC. Appropriate remedial actions are reviewed and implemented to minimise the recurrence of such events. 8.4 Operational Risk Culture An Operational Risk Management certification programme is being conducted vide an e-learning portal. Respective Businesses’ Operational Risk coordinators will first go through an on-line self-learning exercise before attempting on-line assessments to measure their skills and knowledge level. This will enable GRM to prescribe appropriate training and development activities for the coordinators. It is a requirement that all Operational Risk coordinators and staff engaged in operational risk work are all duly certified. Annual Report 2010 180 BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 9.0 Shariah Compliance Shariah Compliance and Review ('SCR') officer of the Bank conducts regular Shariah compliance and review to ensure that documentation, procedures and execution of transactions are in accordance with the Shariah standards issued by AFFIN Group Shariah Committee ('AGSC') and Shariah Advisory Council ('SAC') of BNM. The results of the review are reported to the AGSC. Cases of non-Shariah compliance are thoroughly investigated to establish causes of their occurrence and to ensure introduction of adequate controls to avoid their recurrence in the future. The AGSC consists of three Shariah Committee members (Chairman and two members). The AGSC meets periodically or as and when there is a need to hold a meeting. The members received a fixed sum of money as attendance fee for every meeting they attend, in addition to a fixed amount paid monthly to each member as remuneration, irrespective of the number of meetings held during the year or the financial results of the Bank. 181 AFFIN BANK BERHAD (25046-T) BASEL II PILLAR 3 DISCLOSURES APPENDIX I FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 The Group and the Bank have adopted Basel II - Risk Weighted Assets computation under the BNM's Risk-Weighted Capital Adequacy Framework with effect from 1 January 2008. The Group and the Bank have adopted the Standardised Approach for credit risk and market risk, and Basic Indicator Approach for operation risk computation. The following information concerning the Group and the Bank's risk exposures are disclosed as accompanying information to the annual report, and does not form part of the audited accounts. Disclosure on Capital Adequacy under the Standardised Approach (RM'000) Group 2010 Gross Exposure/ Net EAD Exposures/ before EAD CRM after CRM Exposure Class 1 CREDIT RISK On Balance Sheet Exposures Corporates Regulatory Retail Other Assets Sovereigns/Central Banks Public Sector Entities Banks, Development Financial Institutions & MDBs Insurance Companies, Securities Firms & Fund Managers Residential Real Estate (RRE) Financing Higher Risk Assets Defaulted Exposures 14,018,930 13,151,465 11,707,401 9,990,439 9,878,644 7,408,826 1,007,575 1,007,575 355,022 11,727,290 11,727,290 10,941 51,159 45,199 9,040 Total for On-Balance Sheet Exposures 936,592 592,706 28,402 875 723 1,970,016 1,970,016 540,152 540,152 43,212 95,362 95,362 95,362 95,362 7,629 1,980,809 389,024 1,275,168 1,978,940 388,597 1,255,513 778,567 582,895 1,683,907 778,567 582,895 1,683,907 62,285 46,632 134,713 42,505,772 41,498,601 23,172,113 23,172,113 1,853,769 2,077,478 31,835 2,043,484 29,289 1,552,189 43,934 1,552,189 43,934 124,175 3,515 Total for Off-Balance Sheet Exposures 2,109,313 2,072,773 1,596,123 1,596,123 127,690 44,615,085 43,571,374 24,768,236 24,768,236 1,981,459 - 5,549 2,177 MARKET RISK Interest Rate Risk Foreign Currency Risk 3 11,707,401 7,408,826 355,022 10,941 9,040 Off Balance Sheet Exposures Off Balance Sheet Exposures other than OTC derivatives or credit derivatives Defaulted Exposures Total for On and Off-Balance Sheet Exposures 2 Total Risk Weighted Minimum Risk Assets Capital Weighted after Effects Requirements Assets of PSIA at 8% OPERATIONAL RISK Operational Risk Total RWA and Capital Requirements PSIA "Profit Sharing Investment Account" OTC "Over The Counter" Long Position Short Position 2,609,530 8,899 2,473,385 22,612 136,145 (13,713) 69,361 27,211 2,062,578 26,927,386 165,006 24,768,236 2,154,191 Annual Report 2010 182 BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 APPENDIX I Disclosure on Capital Adequacy under the Standardised Approach (RM'000) Group 2009 Gross Exposure/ EAD before CRM Exposure Class 1 CREDIT RISK On Balance Sheet Exposures Corporates Regulatory Retail Other Assets Sovereigns/Central Banks Public Sector Entities Banks, Development Financial Institutions & MDBs Insurance Companies, Securities Firms & Fund Managers Residential Real Estate (RRE) Financing Higher Risk Assets Equity Exposure Defaulted Exposures Total for On-Balance Sheet Exposures Minimum Capital Requirements at 8% 9,784,011 6,226,940 329,297 13,964 10,168 9,784,011 6,226,940 329,297 13,964 10,168 782,721 498,155 26,344 1,117 813 2,158,145 2,158,145 602,721 602,721 48,218 95,092 94,445 94,445 94,445 7,556 1,787,181 523,648 42,918 1,248,429 1,787,181 523,648 42,918 1,230,075 708,939 785,471 42,918 1,652,239 708,939 785,471 42,918 1,652,239 56,715 62,838 3,433 132,179 36,085,308 35,290,141 20,251,113 20,251,113 1,620,089 2,289,459 35,343 2,261,016 32,630 1,771,072 48,945 1,771,072 48,945 141,686 3,916 Total for Off-Balance Sheet Exposures 2,324,802 2,293,646 1,820,017 1,820,017 145,602 38,410,110 37,583,787 22,071,130 22,071,130 1,765,691 - 5,321 2,064 MARKET RISK Interest Rate Risk Foreign Currency Risk 3 11,940,769 11,284,642 8,418,717 8,302,885 829,957 829,957 8,985,402 8,985,402 55,050 50,843 Risk Weighted Assets Total Risk Weighted Assets after Effects of PSIA Off Balance Sheet Exposures Off Balance Sheet Exposures other than OTC derivatives or credit derivatives Defaulted Exposures Total for On and Off-Balance Sheet Exposures 2 Net Exposure/ EAD after CRM OPERATIONAL RISK Operational Risk Total RWA and Capital Requirements PSIA "Profit Sharing Investment Account" OTC "Over The Counter" Long Position Short Position 2,219,276 11,055 (2,094,522) (18,073) 124,754 (7,017) 66,516 25,803 1,976,470 24,139,919 158,118 22,071,130 1,931,194 183 AFFIN BANK BERHAD (25046-T) BASEL II PILLAR 3 DISCLOSURES APPENDIX I FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 Disclosure on Capital Adequacy under the Standardised Approach (RM'000) (continued) Bank 2010 Gross Exposure/ Net EAD Exposure/ before EAD CRM after CRM Exposure Class 1 CREDIT RISK On Balance Sheet Exposures Corporates Regulatory Retail Other Assets Sovereigns/Central Banks Public Sector Entities Banks, Development Financial Institutions & MDBs Insurance Companies, Securities Firms & Fund Managers Residential Real Estate (RRE) Financing Higher Risk Assets Defaulted Exposures 12,540,053 11,749,181 10,626,610 8,055,493 7,951,324 5,963,336 1,286,037 1,286,037 525,486 8,186,533 8,186,533 51,159 45,199 9,040 Total for On-Balance Sheet Exposures 850,129 477,067 42,038 723 1,914,175 1,914,175 528,984 528,984 42,319 306 306 306 306 24 1,859,507 346,361 1,128,386 1,857,981 345,933 1,108,751 726,720 518,901 1,498,164 726,720 518,901 1,498,164 58,138 41,512 119,853 35,368,010 34,445,420 20,397,547 20,397,547 1,631,803 1,814,442 31,835 1,780,448 29,289 1,407,985 43,934 1,407,985 43,934 112,639 3,515 Total for Off-Balance Sheet Exposures 1,846,277 1,809,737 1,451,919 1,451,919 116,154 37,214,287 36,255,157 21,849,466 21,849,466 1,747,957 - 5,549 1,809 MARKET RISK Interest Rate Risk Foreign Currency Risk 3 10,626,610 5,963,336 525,486 9,040 Off Balance Sheet Exposures Off Balance Sheet Exposures other than OTC derivatives or credit derivatives Defaulted Exposures Total for On and Off-Balance Sheet Exposures 2 Total Risk Weighted Minimum Risk Assets Capital Weighted after Effects Requirements Assets of PSIA at 8% OPERATIONAL RISK Operational Risk Total RWA and Capital Requirements PSIA "Profit Sharing Investment Account" OTC "Over The Counter" Long Position Short Position 2,609,530 4,300 2,473,385 22,612 136,145 (18,312) 69,361 22,612 1,776,655 23,718,094 142,132 21,849,466 1,897,447 Annual Report 2010 184 BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 APPENDIX I Disclosure on Capital Adequacy under the Standardised Approach (RM'000) (continued) Bank 2009 Gross Exposure/ EAD before CRM Exposure Class 1 CREDIT RISK On Balance Sheet Exposures Corporates Regulatory Retail Other Assets Sovereigns/Central Banks Public Sector Entities Banks, Development Financial Institutions & MDBs Insurance Companies, Securities Firms & Fund Managers Residential Real Estate (RRE) Financing Higher Risk Assets Equity Exposure Defaulted Exposures Total for On-Balance Sheet Exposures Minimum Capital Requirements at 8% 8,842,285 5,069,005 530,773 1,925 10,169 8,842,285 5,069,005 530,773 1,925 10,169 707,383 405,520 42,462 154 813 1,866,036 1,866,036 544,299 544,299 43,544 45 45 45 45 4 1,661,387 395,719 42,918 1,165,717 1,661,387 395,719 42,918 1,147,394 654,555 593,578 42,918 1,541,510 654,555 593,578 42,918 1,541,510 52,364 47,487 3,433 123,321 29,935,409 29,193,547 17,831,062 17,831,062 1,426,485 1,939,841 35,343 1,911,398 32,630 1,598,140 48,945 1,598,140 48,945 127,851 3,916 Total for Off-Balance Sheet Exposures 1,975,184 1,944,028 1,647,085 1,647,085 131,767 31,910,593 31,137,575 19,478,147 19,478,147 1,558,252 - 5,321 1,446 MARKET RISK Interest Rate Risk Foreign Currency Risk 3 10,632,554 10,024,632 6,870,382 6,758,972 1,188,466 1,188,466 6,057,135 6,057,135 55,050 50,843 Risk Weighted Assets Total Risk Weighted Assets after Effects of PSIA Off Balance Sheet Exposures Off Balance Sheet Exposures other than OTC derivatives or credit derivatives Defaulted Exposures Total for On and Off-Balance Sheet Exposures 2 Net Exposure/ EAD after CRM OPERATIONAL RISK Operational Risk Total RWA and Capital Requirements PSIA "Profit Sharing Investment Account" OTC "Over The Counter" Long Position Short Position 2,219,276 3,325 (2,094,522) (18,073) 124,754 (14,748) 66,516 18,073 1,721,636 21,284,372 137,731 19,478,147 1,702,750 185 AFFIN BANK BERHAD (25046-T) BASEL II PILLAR 3 DISCLOSURES APPENDIX I FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 Disclosure on Capital Adequacy under the Standardised Approach (continued) Market risk is defined as the risk of losses in on and off-balance sheet positions arising from movements in market prices. The Bank’s Capital-at-Risk ('CaR') is defined as the amount of the Bank’s capital that is exposed to the risk of unexpected losses arising particularly from movements in interest and foreign exchange rates. A CaR Limit is set as a management trigger to ensure that the Bank’s exposure to such movements do not compromise the Bank’s capital adequacy. The Bank is currently adopting BNM’s Standardised Approach for the computation of market risk capital charges. The market risk capital charges addresses among others, capital requirement for market risk which includes the interest rate risk pertaining to the Bank’s exposure in the trading book as well as foreign exchange risk in the trading and banking books. The computation of market risk capital charge covers the following outstanding financial instruments: a) b) c) d) Foreign Exchange Interest Rate Swap ('IRS') Cross Currency Swap ('CCS') Fixed Income instruments (i.e. Private Debt and Government Securities) PSE "Public Sector Entities" MDB "Multilateral Development Banks" FDI "Financial Development Institutions" - 39,858 - - - 1,104,217 - 1,330,074 105,464 12,189,309 326,319 - - 875 238 9,997,337 8,703 543,654 - - - 1,406,021 572,920 247,982 34,559 1,018 423,216 - - 601,396 65,973 336,960 3,245 - Total Risk Weighted Assets APPENDIX II - - - - 12,320,649 3,099,600 619,920 1,406,021 492,107 2,476,573 1,238,286 9,997,337 7,498,003 - 12,973,742 12,973,742 1,297,452 1,946,178 - - - 1,751,344 573,341 39,824 - Deduction from Capital Base 45,209 - PSEs Higher Risk Assets Total Exposure after Netting & Other Credit Risk Assets Equity Mitigation - 11,719,253 131,982 10,941 - Sovereigns & Central Banks Banks, MDBs and FDIs Insurance Companies, Securities Firms & Fund Regulatory Residential Managers Corporates Retail Mortgages Exposures after Netting and Credit Risk Mitigation Average Risk Weight 0% 10% 20% 35% 50% 75% 90% 100% 110% 125% 135% 150% 270% 350% 400% 625% 938% 1250% Risk Weights Group 2010 Disclosure on Credit Risk: Disclosures on Risk Weights under the Standardised Approach (RM'000) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 BASEL II PILLAR 3 DISCLOSURES Annual Report 2010 186 PSE "Public Sector Entities" MDB "Multilateral Development Banks" FDI "Financial Development Institutions" - 217,056 - - - 1,218,925 - 1,104,369 103,608 10,404,079 570,664 - - 720 23,071 8,413,463 42,655 365,113 - - - 1,231,008 579,981 188,143 - 529,569 - Higher Risk Assets Equity Total Risk Weighted Assets - - - - 470,934 9,434,672 38,131 3,439,602 687,920 1,231,008 430,853 2,312,468 1,156,234 8,413,463 6,310,097 319,334 42,918 11,285,670 11,285,670 1,558 1,466,904 2,200,356 - Other Assets - - 1,922,669 605,047 172,894 - Residential Mortgages Deduction from Capital Base 50,853 - Corporates Regulatory Retail Total Exposure after Netting & Credit Risk Mitigation - 8,963,738 208,304 12,039 - 0% 10% 20% 35% 50% 75% 90% 100% 110% 125% 135% 150% 270% 350% 400% 625% 938% 1250% PSEs Banks, MDBs and FDIs Insurance Companies, Securities Firms & Fund Managers Exposures after Netting and Credit Risk Mitigation APPENDIX II Average Risk Weight Sovereigns & Central Banks Risk Weights Group 2009 Disclosure on Credit Risk: Disclosures on Risk Weights under the Standardised Approach (RM'000) (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 BASEL II PILLAR 3 DISCLOSURES 187 AFFIN BANK BERHAD (25046-T) PSE "Public Sector Entities" MDB "Multilateral Development Banks" FDI "Financial Development Institutions" - 39,858 - - 760,650 - 1,229,250 10,408 11,098,278 326,319 - - 875 238 8,070,017 3,875 482,009 - - - 1,348,467 509,514 232,490 1,018 364,240 - - 562,902 247,060 476,074 - Total Risk Weighted Assets - - - 8,752,339 2,737,454 547,491 1,348,467 471,963 2,312,343 1,156,172 8,070,017 6,052,513 - 11,860,949 11,860,949 1,173,586 1,760,378 - - - 1,683,645 573,341 39,824 - Deduction from Capital Base 45,209 - PSEs Higher Risk Assets Total Exposure after Netting & Other Credit Risk Assets Equity Mitigation - 8,189,437 15 - Sovereigns & Central Banks Banks, MDBs and FDIs Insurance Companies, Securities Firms & Fund Regulatory Residential Managers Corporates Retail Mortgages Exposures after Netting and Credit Risk Mitigation APPENDIX II Average Risk Weight 0% 10% 20% 35% 50% 75% 90% 100% 110% 125% 135% 150% 270% 350% 400% 625% 938% 1250% Risk Weights Bank 2010 Disclosure on Credit Risk: Disclosures on Risk Weights under the Standardised Approach (RM'000) (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 BASEL II PILLAR 3 DISCLOSURES Annual Report 2010 188 PSE "Public Sector Entities" MDB "Multilateral Development Banks" FDI "Financial Development Institutions" - 200,898 - 9,208 - - 837,851 1,037,479 9,436,542 554,673 - - 720 21,804 6,869,550 38,726 319,049 - - - 1,174,260 510,464 178,064 - 401,312 - Higher Risk Assets Equity Total Risk Weighted Assets - - - - 445,988 6,493,498 264,632 2,794,241 558,848 1,174,260 410,991 2,174,794 1,087,397 6,869,550 5,152,162 477,846 42,918 10,356,198 10,356,198 1,275,034 1,912,551 - Other Assets - - 1,630,560 605,047 172,894 - Residential Mortgages Deduction from Capital Base 50,853 - Corporates Regulatory Retail Total Exposure after Netting & Credit Risk Mitigation - 6,047,510 9,625 - 0% 10% 20% 35% 50% 75% 90% 100% 110% 125% 135% 150% 270% 350% 400% 625% 938% 1250% PSEs Banks, MDBs and FDIs Insurance Companies, Securities Firms & Fund Managers Exposures after Netting and Credit Risk Mitigation APPENDIX II Average Risk Weight Sovereigns & Central Banks Risk Weights Bank 2009 Disclosure on Credit Risk: Disclosures on Risk Weights under the Standardised Approach (RM'000) (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 BASEL II PILLAR 3 DISCLOSURES 189 AFFIN BANK BERHAD (25046-T) (i) AAA to AA- Rating & Investment Inc 433,081 AAA to AA- MARC Total AAA to AA3 RAM 433,081 AAA to AA- AAA to AA- S&P Fitch Aaa to Aa3 Moodys 1,155,313 1,155,313 A+ to A- A+ to A- A to A3 A+ to A- A+ to A- A1 to A3 3,570 3,570 BBB+ to BB- BBB+ to BB- BBB1 to BB3 BBB+ to BB- BBB+ to BB- Baa1 to Ba3 - - B+ to D B+ to D B to D B+ to D B+ to D B1 to C Ratings of Corporate by Approved ECAIs Credit Exposures (using Corporate Risk Weights) Public Sector Entities (applicable for entities risk weighted based on their external ratings as corporates) Insurance Cos, Securities Firms & Fund Managers Corporates On and Off-Balance-Sheet Exposures Exposure Class Group 2010 Disclosures on Rated Exposures according to Ratings by ECAIs (RM'000) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 BASEL II PILLAR 3 DISCLOSURES 14,341,552 51,184 105,466 14,184,902 Unrated Unrated Unrated Unrated Unrated Unrated APPENDIX III Annual Report 2010 190 (i) AAA to AA- Rating & Investment Inc 427,064 AAA to AA- MARC Total AAA to AA3 RAM 427,064 AAA to AA- AAA to AA- S&P Fitch Aaa to Aa3 Moodys 1,054,489 1,054,489 A+ to A- A+ to A- A to A3 A+ to A- A+ to A- A1 to A3 3,570 3,570 BBB+ to BB- BBB+ to BB- BBB1 to BB3 BBB+ to BB- BBB+ to BB- Baa1 to Ba3 - - B+ to D B+ to D B to D B+ to D B+ to D B1 to C Ratings of Corporate by Approved ECAIs Credit Exposures (using Corporate Risk Weights) Public Sector Entities (applicable for entities risk weighted based on their external ratings as corporates) Insurance Cos, Securities Firms & Fund Managers Corporates On and Off-Balance-Sheet Exposures Exposure Class Bank 2010 Disclosures on Rated Exposures according to Ratings by ECAIs (RM'000) (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 BASEL II PILLAR 3 DISCLOSURES 12,806,193 51,184 10,410 12,744,599 Unrated Unrated Unrated Unrated Unrated Unrated APPENDIX III 191 AFFIN BANK BERHAD (25046-T) AAA to AA- Rating & Investment Inc 911,685 AAA to AA- MARC Total AAA to AA3- RAM 911,685 AAA to AA- AAA to AA- S&P Fitch Aaa to Aa3 Moodys On and Off-Balance-Sheet Exposures Banks, MDBs and FDIs Exposure Class 11,851,234 11,851,234 A+ to A- A+ to A- A+ to A- A1 to A3 - - BBB+ to BBB- BBB+ to BBB- BBB+ to BBB- Baa1 to Baa3 10,941 10,941 BB+ to B- BB+ to B- BB+ to B- Ba1 to B3 62,276 62,276 A+ to A- A+ to A- A1 to A3 A+ to A- A+ to A- A1 to A3 116,038 116,038 BBB+ to BBB- BBB+ to BBB- BBB1+ to BBB3 BBB+ to BBB- BBB+ to BBB- Baa1 to Baa3 - - BB+ to B- BB+ to B- BB1 to B3 BB+ to B- BB+ to B- Ba1 to B3 Caa1 to C 157 157 CCC+ to C C+ to D C1+ to D CCC+ to D CCC+ to D Caa1 to C - - CCC+ to C CCC+ to D 1,274,354 1,274,354 Unrated Unrated Unrated Unrated Unrated Unrated - - Unrated Unrated Unrated Unrated APPENDIX III CCC+ to D Ratings of Banking Institutions by Approved ECAIs - Total AAA to AA- Rating & Investment Inc - AAA to AA- AAA to AA- S&P Fitch Aaa to Aa3 Moodys Ratings of Sovereigns and Central Banks by Approved ECAIs On and Off-Balance-Sheet Exposures Sovereigns and Central Banks Exposure Class Group 2010 (ii) Disclosures on Rated Exposures according to Ratings by ECAIs (RM'000) (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 BASEL II PILLAR 3 DISCLOSURES Annual Report 2010 192 (i) AAA to AA- Rating & Investment Inc 899,824 AAA to AA- MARC Total AAA to AA3- RAM 899,824 AAA to AA- AAA to AA- S&P Fitch Aaa to Aa3 Moodys On and Off-Balance-Sheet Exposures Banks, MDBs and FDIs Exposure Class 8,189,452 8,189,452 A+ to A- A+ to A- A+ to A- A1 to A3 - - BBB+ to BBB- BBB+ to BBB- BBB+ to BBB- Baa1 to Baa3 - - BB+ to B- BB+ to B- BB+ to B- Ba1 to B3 62,276 62,276 A+ to A- A+ to A- A1 to A3 A+ to A- A+ to A- A1 to A3 116,038 116,038 BBB+ to BBB- BBB+ to BBB- BBB1+ to BBB3 BBB+ to BBB- BBB+ to BBB- Baa1 to Baa3 - - BB+ to B- BB+ to B- BB1 to B3 BB+ to B- BB+ to B- Ba1 to B3 157 157 CCC+ to C C+ to D C1+ to D CCC+ to D CCC+ to D Caa1 to C - - CCC+ to C CCC+ to D CCC+ to D 1,218,515 1,218,515 Unrated Unrated Unrated Unrated Unrated Unrated - - Unrated Unrated Unrated Unrated APPENDIX III Caa1 to C Ratings of Banking Institutions by Approved ECAIs - Total AAA to AA- Rating & Investment Inc - AAA to AA- AAA to AA- S&P Fitch Aaa to Aa3 Moodys Ratings of Sovereigns and Central Banks by Approved ECAIs On and Off-Balance-Sheet Exposures Sovereigns and Central Banks Exposure Class Bank 2010 Disclosures on Rated Exposures according to Ratings by ECAIs (RM'000) (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 BASEL II PILLAR 3 DISCLOSURES 193 AFFIN BANK BERHAD (25046-T) Annual Report 2010 194 BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 a) APPENDIX IV Disclosures on Credit Risk Mitigation (RM'000) Group 2010 Exposure Class Exposures Exposures before Covered by CRM Guarantees/ Credit Derivatives Exposures Covered by Eligible Financial Collateral Exposures Covered by Other Eligible Collateral Credit Risk On-Balance Sheet Exposures Sovereigns/Central Banks Public Sector Entities Banks, Development Financial Institutions & MDBs Insurance Cos, Securities Firms & Fund Managers Corporates Regulatory Retail Residential Mortgages Higher Risk Assets Other Assets Defaulted Exposures 11,727,290 51,159 1,970,016 95,362 14,018,930 9,990,439 1,980,809 389,024 1,007,575 1,275,168 242,210 518 357 5,975 2 901,322 111,915 1,869 427 22,202 - Total for On-Balance Sheet Exposures 42,505,772 243,085 1,043,712 - Off-Balance Sheet Exposures Off-Balance Sheet exposures other than OTC derivatives or credit derivatives Defaulted Exposures 2,077,478 31,835 - - - Total for Off-Balance Sheet Exposures 2,109,313 - - - 44,615,085 243,085 1,043,712 - Total On and Off-Balance Sheet Exposures 195 AFFIN BANK BERHAD (25046-T) BASEL II PILLAR 3 DISCLOSURES APPENDIX IV a) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 Disclosures on Credit Risk Mitigation (RM'000) Bank 2010 Exposure Class Exposures Covered by Eligible Financial Collateral Exposures Covered by Other Eligible Collateral Credit Risk On-Balance Sheet Exposures Sovereigns/Central Banks Public Sector Entities Banks, Development Financial Institutions & MDBs Insurance Cos, Securities Firms & Fund Managers Corporates Regulatory Retail Residential Mortgages Higher Risk Assets Other Assets Defaulted Exposures 8,186,533 51,159 1,914,175 306 12,540,053 8,055,493 1,859,507 346,361 1,286,037 1,128,386 242,210 518 357 5,975 2 824,732 104,288 1,526 427 22,181 - Total for On-Balance Sheet Exposures 35,368,010 243,085 959,131 - Off-Balance Sheet Exposures Off-Balance Sheet exposures other than OTC derivatives or credit derivatives Defaulted Exposures 1,814,442 31,835 - - - Total for Off-Balance Sheet Exposures 1,846,277 - - - 37,214,287 243,085 959,131 - Total On and Off-Balance Sheet Exposures b) Exposures Exposures before Covered by CRM Guarantees/ Credit Derivatives Disclosure on Off-Balance Sheet and Counterparty Credit Risk Counterparty Credit Risk is the risk that the counterparty to a transaction could default before the final settlement of the transaction's cashflows. An economic loss could occur if the transactions with the counterparty has a positive economic value for the Bank at the time of default. In contrast to the exposure to credit risk through a loan, where the exposure to credit risk is unilateral and only the lending bank faces the risk of loss, Counterparty Credit Risk creates a bilateral risk of loss where the market value for many types of transactions can be positive or negative to either counterparty. In respect of off-balance sheet items, the credit risk inherent in each off-balance sheet instrument is translated into an on-balance sheet exposure equivalent (credit equivalent) by multiplying the nominal principal amount with a credit conversion factor ('CCF') as prescribed by the Standardised Approach under the Risk Weighted Capital Adequacy Framework. The resulting amount is then weighted against the risk weight of the counterparty. In addition, counterparty risk weights for over-the-counter ('OTC') derivative transactions will be determined based on the external rating of the counterparty and will not be subject to any specific ceiling. Annual Report 2010 196 BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 b) APPENDIX IV Disclosure on Off-Balance Sheet and Counterparty Credit Risk (RM'000) (continued) Group 2010 Description Direct Credit Substitutes Transaction related contingent Items Short Term Self Liquidating trade related contingencies Foreign exchange related contracts: One year or less Over one year to five years Interest/Profit rate related contracts: One year or less Over one year to five years Over five years Other commitments, such as formal standby facilities and credit lines, with an original maturity of over one year Other commitments, such as formal standby facilities and credit lines, with an original maturity of up to one year Unutilised credit card lines Total Positive Fair Value of Principlal Derivative Amount Contracts Credit Equivalent Amount Risk Weighted Amount 408,608 2,387,456 1,232,752 - 408,609 1,193,728 246,551 299,520 1,022,073 140,554 2,215,359 201,120 25,842 10,570 50,821 19,678 19,952 8,217 93,784 956,256 445,273 2,664 7,079 14 32,602 38,490 3 7,936 8,842 4,247,549 - - - 6,062,519 594,104 - 118,821 89,026 18,844,780 46,155 2,109,314 1,596,123 495,326 2,648,189 1,401,193 - 495,326 1,324,094 280,239 470,810 1,106,247 120,271 2,111,158 103,687 18,440 3,223 45,883 10,310 20,345 4,347 385,000 589,721 440,277 3,981 4,083 910 18,380 38,564 184 6,655 7,910 3,957,040 - - - 5,231,059 - - - 555,478 - 111,096 83,248 17,918,128 29,727 2,324,802 1,820,017 Group 2009 Direct Credit Substitutes Transaction related contingent Items Short Term Self Liquidating trade related contingencies Foreign exchange related contracts: One year or less Over one year to five years Interest/Profit rate related contracts: One year or less Over one year to five years Over five years Other commitments, such as formal standby facilities and credit lines, with an original maturity of over one year Other commitments, such as formal standby facilities and credit lines, with an original maturity of up to one year Any commitments that are unconditionally cancelled at any time by the bank without prior notice Unutilised credit card lines Total 197 AFFIN BANK BERHAD (25046-T) BASEL II PILLAR 3 DISCLOSURES APPENDIX IV b) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 Disclosure on Off-Balance Sheet and Counterparty Credit Risk (RM'000) (continued) Bank 2010 Description Direct Credit Substitutes Transaction related contingent Items Short Term Self Liquidating trade related contingencies Foreign exchange related contracts: One year or less Over one year to five years Interest/Profit rate related contracts: One year or less Over one year to five years Over five years Other commitments, such as formal standby facilities and credit lines, with an original maturity of over one year Other commitments, such as formal standby facilities and credit lines, with an original maturity of up to one year Unutilised credit card lines Total Positive Fair Value of Principlal Derivative Amount Contracts Credit Equivalent Amount Risk Weighted Amount 382,080 2,189,031 546,276 - 382,080 1,094,516 109,255 280,656 928,260 109,027 2,215,359 201,120 25,842 10,570 50,821 19,678 19,952 8,217 93,784 956,256 445,273 2,664 7,079 14 32,602 38,490 3 7,936 8,842 3,837,655 - - - 5,360,954 594,104 - 118,821 89,026 16,821,892 46,155 1,846,277 1,451,919 444,676 2,480,918 324,530 - 444,676 1,240,459 64,906 437,598 1,022,917 63,881 2,111,158 103,687 18,440 3,223 45,883 10,310 20,345 4,347 385,000 589,721 440,277 3,981 4,083 910 18,380 38,564 184 6,655 7,910 3,673,199 - - - 4,651,975 555,478 - 111,096 83,248 15,760,619 29,727 1,975,184 1,647,085 Bank 2009 Direct Credit Substitutes Transaction related contingent Items Short Term Self Liquidating trade related contingencies Foreign exchange related contracts: One year or less Over one year to five years Interest/Profit rate related contracts: One year or less Over one year to five years Over five years Other commitments, such as formal standby facilities and credit lines, with an original maturity of over one year Other commitments, such as formal standby facilities and credit lines, with an original maturity of up to one year Unutilised credit card lines Total Annual Report 2010 198 BASEL II PILLAR 3 DISCLOSURES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010 c) APPENDIX IV Disclosures on Market Risk - Interest Rate Risk/Rate of Return Risk in the Banking Book Interest rate risk is the current and prospective impact to the Bank's financial condition due to adverse changes in the interest rates to which the balance sheet is exposed. The objective is to manage interest rate risk to achieve stable and sustainable net interest income in the long term which impact can be viewed from the perspectives of (1) earnings in the next 12 months, and (2) economic value. (1) Next 12 months' Earnings - Interest rate risk from the earnings perspective is the impact based on changes to the net interest income over the next 12 months. This risk is measured monthly through sensitivity analysis including the application of an instantaneous 100 basis point parallel shock in interest rates across the yield curve. The prospective change to the net interest income is measured using an Asset Liability Management simulation model which incorporates the assessment of both existing and new business. (2) Economic Value - Measuring the change in the economic value of equity is an assessment of the long term impact to the earnings potential. This is assessed through the application of relevant duration factors to capture the net economic value impact over the long term or total life of all balance sheet assets and liabilities to adverse changes in interest rates. The above calculations do not take into account loan prepayments and places non-maturity deposits in the overnight bucket. Type of Currency RM million Group 2010 Impact on Positions (100 basis points) Parallel Shift Increase/(Decline) Increase/(Decline) in Earnings in Economic Value Bank 2010 Impact on Positions (100 basis points) Parallel Shift Increase/(Decline) Increase/(Decline) in Earnings in Economic Value Ringgit Malaysia US Dollar Great Britain Pound Australian Dollar Singapore Dollar Japanese Yen Others (*) 20.3 4.1 0.4 0.4 0.3 0.3 (0.1) 311.4 7.4 1.1 0.8 2.2 0.8 (0.0) 15.6 4.2 0.4 0.4 0.3 0.3 (0.1) 328.1 7.2 1.1 0.8 2.2 0.8 (0.0) Total 25.7 323.7 21.1 340.2 * Others comprise of NZD, EUR, HKD and AED currencies where the amount of each currency is relatively small.